Amended Current Report Filing (8-k/a)
June 16 2017 - 4:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment No. 1
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
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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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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Explanatory Note
This Amendment No. 1 to Current Report on Form 8-K/A (the Amendment) is being filed to amend the Current Report on
Form 8-K filed by Yelp Inc. (the Company) with the U.S. Securities and Exchange Commission (the SEC) on April 7, 2017 (the Original
Report) regarding its acquisition of Turnstyle Analytics Inc. (Turnstyle). The sole purpose of this Amendment is to provide the
financial statements, pro forma financial information and accountants report required by Item 9.01, which were excluded from the
Original Report in accordance with provisions of that item and are filed as exhibits hereto. All other items in the Original Report
remain the same.
Item 9.01. Financial
Statements and Exhibits.
(a) Financial statements
of businesses acquired.
The audited consolidated financial statements of Turnstyle as of and for the years ended December 31, 2016 and 2015 are filed as
Exhibit 99.1 to this Amendment.
(b) Pro forma financial
information.
The unaudited pro forma condensed combined financial statements of the Company as of and for the year ended December 31,
2016 giving effect to the acquisition of Turnstyle, as well as the Company's previously reported acquisition of Nowait, Inc. in accordance with SEC regulations, are filed as Exhibit 99.2 hereto.
(d) Exhibits.
Exhibit
Number
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Description
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2.1
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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 optionholders of Turnstyle Analytics Inc., 500 Startups
IV, L.P. and Fortis Advisors LLC, as the Securityholders Agent.*
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23.1
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Consent of Independent Registered Public
Accounting Firm.
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99.1
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Turnstyle Analytics Inc. Audited Consolidated Financial Statements as of and for the years ended December 31, 2016
and 2015.
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99.2
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Unaudited Pro Forma Condensed Combined
Financial Statements of Yelp Inc. as of and for the year ended December
31, 2016.
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* Previously filed.
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: June 16, 2017
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YELP INC.
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By:
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/s/ Charles Baker
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Charles
Baker
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Chief
Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number
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Description
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2.1
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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 optionholders of Turnstyle Analytics Inc., 500 Startups
IV, L.P. and Fortis Advisors LLC, as the Securityholders Agent.*
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23.1
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Consent of Independent Registered Public Accounting Firm.
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99.1
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Turnstyle Analytics Inc. Audited Consolidated Financial Statements as of and for the years ended December 31, 2016 and 2015.
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99.2
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Unaudited Pro Forma Condensed Combined Financial Statements of Yelp Inc. as of and for the year ended December 31, 2016.
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* Previously filed.
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