Current Report Filing (8-k)
March 06 2017 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): February 28, 2017
YELP
INC.
(Exact name of registrant
as specified in its charter)
Delaware
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001-35444
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20-1854266
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(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification
No.)
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140 New Montgomery
Street, 9
th
Floor
San Francisco, CA 94105
(Address of principal executive offices and zip code)
Registrants telephone number, including area
code:
(415)
908-3801
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry into a
Material Definitive Agreement.
The information included
under Item 2.01 of this Current Report on Form 8-K (the Current Report) is
incorporated herein by reference.
Item 2.01. Completion of
Acquisition or Disposition of Assets.
On February 28, 2017, Yelp
Inc. (the Company) and Beagle Acquisition Corp., a wholly-owned subsidiary of
the Company (Merger Sub), entered into an Agreement and Plan of Merger (the
Merger Agreement) with Nowait Inc. (Nowait) and Shareholder Representative
Services LLC, as Stockholders Agent. Pursuant to the Merger Agreement, on
February 28, 2017, Merger Sub merged with and into Nowait, with Nowait
continuing as the surviving corporation and a wholly-owned subsidiary of the
Company (the Merger).
The transaction closed upon
the consummation of the Merger and all outstanding capital stock and options and
warrants to purchase capital stock of Nowait were converted into the right to
receive an aggregate of approximately $40 million in cash. This amount will be paid to
Nowait securityholders, including the Company in connection with the 20% stake in Nowait it acquired in July 2016, in accordance with the terms of the Merger Agreement. Of
such amount, approximately $8 million will be held in escrow for a two-year
period after the closing to secure the Companys right of indemnity under the
Merger Agreement.
The foregoing description
of the Merger and the Merger Agreement is qualified in its entirety by reference
to the full text of the Merger Agreement, a copy of which is filed herewith as
Exhibit 2.1 hereto and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(a) Financial Statements
of the business acquired.
Any financial statements required to be filed in response to this Item 9.01(a) with respect to the transactions described in Item 2.01 herein will be filed by amendment to this Current Report not later than 71
calendar days after the due date of this Current Report.
(b) Pro forma financial
information.
Any pro forma financial
information required to be filed in response to this Item 9.01(b) with respect to the transactions described in Item 2.01 herein will be filed by amendment to this Current Report not later than 71
calendar days after the due date of this Current Report.
(d) Exhibits.
Exhibit Number
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Description
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2.1
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Agreement and Plan of Merger, dated February 28, 2017, by and
among Yelp Inc., Nowait, Inc., Beagle Acquisition Corp. and Shareholder
Representative Services LLC, as Stockholders
Agent.
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 6, 2017
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YELP
INC.
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By:
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/s/ Laurence Wilson
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Laurence Wilson
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Senior Vice President and General Counsel
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INDEX TO EXHIBITS
Exhibit Number
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Description
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2.1
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Agreement and Plan of Merger, dated February 28, 2017, by and
among Yelp Inc., Nowait, Inc., Beagle Acquisition Corp. and Shareholder
Representative Services LLC, as Stockholders
Agent.
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