UNITED STATES
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):
Tree.com, Inc.
(Exact name of registrant as specified in its charter)
(704) 541-5351
(Registrants telephone number, including area code)
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:
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 1.01. Entry into a Material Definitive Agreement.
On February 8, 2009, Tree.com, Inc. (the Company) entered into a Stock Purchase Agreement (the Stock Purchase Agreement) with Douglas R. Lebda, the Companys Chairman and Chief Executive Officer. Pursuant to the Stock Purchase Agreement, Mr. Lebda will purchase 935,000 shares of common stock (the Stock) from the Company at a purchase price of $3.91 per share for an aggregate purchase price of $3,655,850. The purchase price represents the closing market price of the common stock on the day prior to the execution of the Stock Purchase Agreement. Mr. Lebda will close on the purchase of 50% of the Stock within five business days of the date of the Stock Purchase Agreement and will close on the purchase of the balance of the Stock within 60 days after the initial closing.
The Stock is subject to certain transfer restrictions and vests over a 24-month period. Unvested Stock held by Mr. Lebda is subject to a repurchase option in favor of the Company at $3.91 per share in the event of a change of control of the Company or if Mr. Lebdas employment with the Company terminates for any reason other than (i) death, (ii) Disability, (iii) the Companys termination of his employment without Cause or (iv) Mr. Lebdas resignation from the Company for Good Reason (with such terms having the meaning provided them under Mr. Lebdas employment agreement).
Item 3.02. Unregistered Sales of Equity Securities.
Reference is hereby made to the sale of Stock of the Company to Douglas R. Lebda pursuant to the Stock Purchase Agreement as described in Item 1.01 above. The issuance of the Stock was made in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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10.1 |
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Stock Purchase Agreement, dated February 8, 2009, between Tree.com, Inc. and Douglas R. Lebda |
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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.
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TREE.COM, INC. |
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Date: February 11, 2009 |
By: /s/ Scott Cammarn |
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Name: Scott Cammarn |
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Title: Senior Vice President
and General
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Exhibit 10.1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the Purchase Agreement) is made and entered into as of February 8, 2009, by and between Tree.com, Inc., a Delaware corporation (Tree.com), and Douglas R. Lebda (Purchaser).
Tree.com hereby represents and warrants to Purchaser as follows:
Purchaser hereby represents and warrants to Tree.com as follows:
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(a) THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN AN STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND DOUGLAS R. LEBDA DATED FEBRUARY 8, 2009. A COPY OF THIS AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE COMPANYS PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.
(b) Any legend required by the Blue Sky laws of any state to the extent such laws are applicable to the shares represented by the certificate so legended.
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provided , however , that any above-described transferee or distributee of shares of Stock permitted under this Section 4.2 must have agreed in writing with the parties to this Purchase Agreement prior to the consummation of such transfer to be bound by and comply with all applicable provisions of this Purchase Agreement.
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TREE.COM, INC. |
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By: |
/s/ Matt Packey |
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Name: |
Matt Packey |
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Title: |
Senior Vice President & Chief Financial Officer |
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Address: |
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Tree.com, Inc. |
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11115 Rushmore Drive |
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Charlotte, North Carolina 28277 |
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Attn: General Counsel |
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PURCHASER |
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/s/ Douglas R. Lebda |
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Douglas R. Lebda |
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Address: |
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157 E. 84 th St., Unit 4 |
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New York, NY 10028 |
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EXHIBIT A
ELECTION PURSUANT TO SECTION 83(b)
OF THE INTERNAL REVENUE CODE TO
INCLUDE TRANSFER OF PROPERTY IN GROSS INCOME
The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder.
1. The name, address and social security number of the undersigned are:
Name: |
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Douglas R. Lebda |
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Address: |
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Social Security Number: |
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2. The property with respect to which the election is being made is 935,000 shares of common stock (the Shares) in Tree.com, Inc., a Delaware corporation (the Company).
3. The date on which the Shares were transferred is February 9, 2009. The taxable year to which this election relates is calendar year 2009.
4. The Shares are subject to transfer restrictions and a certain repurchase option as set forth in the Executive Stock Purchase Agreement between the Company and the undersigned.
5. The fair market value at the time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the Interest with respect to which this election is being made is $3,655,850.
6. The undersigned paid $3,655,850 for the Shares.
7. A copy of this statement has been furnished to the Company.
Date: |
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, 2009 |
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Signature |
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