Current Report Filing (8-k)
April 07 2017 - 4:29PM
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): April 3, 2017
YELP
INC.
(Exact name of registrant
as specified in its charter)
Delaware
|
|
001-35444
|
|
20-1854266
|
(State of incorporation)
|
|
(Commission File No.)
|
|
(IRS Employer Identification
No.)
|
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:
☐
|
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
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 April 3, 2017, Yelp Inc.
(the Company) and 10036773 Canada Inc., a wholly-owned subsidiary of the
Company (Yelp Canada), entered into a Share Purchase Agreement (the Purchase
Agreement) with Turnstyle Analytics Inc. (Turnstyle), Turnstyles
shareholders, Turnstyles vested option holders, 500 Startups IV, L.P. and
Fortis Advisors LLC, as the securityholders agent. Pursuant to the Purchase
Agreement, Yelp Canada acquired all of the outstanding equity interests in
Turnstyle for US $20.6 million in cash and Turnstyle became an indirect
wholly-owned subsidiary of the Company. The transaction closed upon the
execution of the Purchase Agreement.
The purchase price will be
paid to Turnstyle securityholders in accordance with the terms of the Purchase
Agreement and will be subject to customary post-closing adjustment based on net
working capital. Of such amount, approximately $3.1 million will be held in
escrow for an 18-month period after the closing to secure the Companys right of
indemnity under the Purchase Agreement.
The foregoing description
of the Purchase Agreement is qualified in its entirety by reference to the full
text of the Purchase 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
|
|
Description
|
2.1
|
|
Share Purchase
Agreement, dated April 3, 2017, by and among Yelp Inc., 10036773 Canada
Inc., Turnstyle Analytics Inc., the shareholders of Turnstyle Analytics
Inc., the vested option holders of Turnstyle Analytics Inc., 500 Startups
IV, L.P. and Fortis Advisors LLC, as the Securityholders
Agent.
|
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: April 7, 2017
|
YELP
INC.
|
|
|
By:
|
/s/ Laurence Wilson
|
|
|
|
Laurence Wilson
|
|
|
Senior Vice President and General
Counsel
|
INDEX TO EXHIBITS
Exhibit Number
|
|
Description
|
2.1
|
|
Share Purchase
Agreement, dated April 3, 2017, by and among Yelp Inc., 10036773 Canada
Inc., Turnstyle Analytics Inc., the shareholders of Turnstyle Analytics
Inc., the vested option holders of Turnstyle Analytics Inc., 500 Startups
IV, L.P. and Fortis Advisors LLC, as the Securityholders
Agent.
|
Yelp (NYSE:YELP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Yelp (NYSE:YELP)
Historical Stock Chart
From Jul 2023 to Jul 2024