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): October 28, 2008

 

Web.com Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-51595

 

94-3327894

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

12808 Gran Bay Parkway West, Jacksonville, FL

 

32258

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (904) 680-6600

 

 

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Reference is made to Item 8.01 of this Current Report on Form 8-K.

 

Item 8.01 Other Events

 

Effective October 27, 2008 at 12:01 a.m. Eastern Standard Time, the Company changed its corporate name from Website Pros, Inc. to Web.com Group, Inc.

 

The Company effected the corporate name change by filing a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, pursuant to which a wholly owned subsidiary of the Company merged with and into the Company (the “Merger”). A copy of the Certificate of Ownership and Merger is filed herewith as Exhibit 3.3. The Company is the surviving corporation in the Merger. The Certificate of Ownership and Merger amended the Company’s Amended and Restated Certificate of Incorporation to reflect the change in corporate name. In addition, as a result of the corporate name change, the Company revised its specimen common stock certificate, a copy of which is filed herewith as Exhibit 4.2.

 

Item 9.01 Financial Statements and Exhibits

 

(d)  Exhibits .

 

3.3                                  Certificate of Ownership and Merger of Registrant.

 

4.2                                  Specimen Common Stock Certificate of Registrant.

 

2


 

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.

 

 

Web.com Group, Inc.

 

(Registrant)

Date:  October 28, 2008

 

 

/s/ Matthew P. McClure

 

Matthew P. McClure, Assistant Secretary

 

3


 

INDEX OF EXHIBITS

 

3.3                                  Certificate of Ownership and Merger of Registrant.

 

4.2                                  Specimen Common Stock Certificate of Registrant.

 

4

Exhibit 3.3

 

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
WEB.COM GROUP, INC. INTO
WEBSITE PROS, INC.

 

(Pursuant to Section 253 of the Delaware General Corporation Law)

 

WEBSITE PROS, INC. , a Delaware corporation (the “ Company ”), does hereby certify that:

 

FIRST : The Company is incorporated pursuant to the Delaware General Corporation Law (the “ DGCL ”).

 

SECOND :  The Company owns all of the outstanding shares of each class of the capital stock of Web.com Group, Inc., a Delaware corporation (the “ Subsidiary ”).

 

THIRD :  The Company, by the following resolutions of its Board of Directors (the “ Board ”), duly adopted by unanimous consent on October 15 th , 2008, determined to merge into itself the Subsidiary on the conditions set forth in such resolutions (the “ Merger ”):

 

WHEREAS , the Company owns all of the issued and outstanding capital stock of Web.com Group, Inc., a Delaware corporation (the “ Subsidiary ”), and has determined it to be in the best interests of the Company and its stockholders to merge the Subsidiary with and into the Company in a statutory short form merger pursuant to the provisions of Section 253 of the Delaware General Corporation Law, in which the Company will be the surviving corporation of such merger.

 

NOW, THEREFORE, BE IT RESOLVED , that the Company shall merge into itself the Subsidiary, its wholly owned subsidiary, with the Company being the surviving corporation of such merger and acquiring thereby all the assets and properties of the Subsidiary and assuming all of the liabilities and obligations of the Subsidiary;

 

RESOLVED FURTHER , that as a result of the Merger, the name of the Company shall be changed to Web.com Group, Inc.; and

 

RESOLVED FURTHER , that the officers of the Company, each of them with full authority to act without the others, are hereby authorized and directed, for and on behalf of the Company, to cause the Company to execute and deliver, and file with the Delaware Secretary of State, a Certificate of Ownership and Merger in substantially the form attached hereto as EXHIBIT A , with respect to the merger of the Subsidiary with and into the Company, and to execute, deliver and file such additional documents or perform such acts as are determined to be necessary or appropriate to carry out the merger of the Subsidiary into the Company as described above.

 

FOURTH :   The Company shall be the surviving corporation and the name of the surviving corporation following the Merger is Web.com Group, Inc.

 

1


 

FIFTH :   The Amended and Restated Certificate of Incorporation of Website Pros, Inc., as now in force and effect, shall continue to be the certificate of incorporation of said surviving corporation until amended and changed pursuant to the provisions of the DGCL.

 

SIXTH :   The Merger shall become effective at 12:01 am Eastern Standard Time on October 27, 2008.

 

**Signature Page Follows**

 

2


 

IN WITNESS WHEREOF , said Corporation has caused this Certificate of Ownership and Merger to be executed and acknowledged in its corporate name pursuant to Sections 253 and 103 of the DGCL as of this October 27, 2008.

 

 

WEBSITE PROS, INC.

 

 

 

 

 

By:

/s/ David L. Brown

 

 

David L. Brown

 

 

Chief Executive Officer

 

3

Exhibit 4.2

 

016570| 003590|127C|RESTRICTED||4|057-423 COMMON STOCK COMMON STOCK PAR VALUE $0.001 THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA AND JERSEY CITY, NJ Certificate Number Shares * * 600620 * * * * * * ZQ 000000 * * * 600620 * * * * * * * * * 600620 * * * * WEB.COM GROUP, INC. * * * * * 600620 * * * INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE * * * * * * 600620 * * MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE & MRS. SAMPLE THIS CERTIFIES THAT * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample CUSIP 94733A 10 4 * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David SEE REVERSE FOR CERTAIN Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander DEFINITIONS David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Alexander David Sample * * * * Mr. Sample * * * * Mr. Sample * * * SIX HUNDRED THOUSAND SIX HUNDRED AND TWENTY * * * is the owner of * * 600620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 6 00620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * * * 60 0620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 60062 0 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * S hares * * * * 600620 * * Shares * * * * 600 620 * * Shares * * * * 600620 * * Shares * * * * 600620 * * Shares * * * 600620 * * Shares * * * * 600620 * * Shares * * * * 60062 * * Shares * * * * 600620 * * Sh FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF Web.com Group, Inc., transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. IN WITNESS WHEREOF, the Corporation has caused the facsimile signatures of its duly authorized officers to be hereunto affixed. DATED <<Month Day, Year>> COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, Chairman and Chief Executive Officer By Chief Financial Officer and Secretary AUTHORIZED SIGNATURE CUSIP XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 1,000,000.00 Number of Shares DTC 123456 12345678 123456789012345 PO BOX 43004, Providence, RI 02940-3004 MR A SAMPLE Certificate Numbers Num/No. Denom. Total DESIGNATION (IF ANY) 1234567890/1234567890 1 1 1 ADD 1 1234567890/1234567890 2 2 2 ADD 2 1234567890/1234567890 3 3 3 ADD 3 1234567890/1234567890 4 4 4 ADD 4 1234567890/1234567890 5 5 5 1234567890/1234567890 6 6 6 Total Transaction 7

 


 

WEB.COM GROUP, INC. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE CORPORATION OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUESTS SHALL BE MADE TO THE CORPORATION’S SECRETARY AT THE PRINCIPAL OFFICE OF THE CORPORATION. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT- Custodian (Cust)  (Minor) TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act (State) JT TEN - as joint tenants with right of survivorship UNIF TRF MIN ACT Custodian (until age ) and not as tenants in common  (Cust) (Minor) under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE For value received, hereby sell, assign and transfer unto   (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated: 20 Signature(s) Guaranteed: Medallion Guarantee Stamp THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. Signature: Signature: Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.