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): March 29, 2018 (March 27, 2018)
Synacor, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33843 | 16-1542712 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
|
40 La Riviere Drive, Suite 300 Buffalo, New York |
14202 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (716) 853-1362
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)) |
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. ☐
| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 27, 2018, Synacor, Inc. (the “Company”) and Google Inc. (“Google”) entered into an Extension Amendment to Google Services Agreement, effective as of March 29, 2018 (the “Extension Amendment”). The Extension Amendment extends the term of that certain Google Services Agreement between the Company and Google effective as of March 1, 2011, as amended, for an additional one month from its current expiration date of March 28, 2018. A copy of the Extension Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits . The following exhibits are being filed herewith:
| 10.1 | Extension Amendment to Google Services Agreement, effective as of March 29, 2018, between Synacor, Inc. and Google Inc. |
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.
| SYNACOR, INC. | ||||||
| Date: March 29, 2018 | By: |
/s/ William J. Stuart |
||||
| William J. Stuart | ||||||
| Chief Financial Officer and Secretary | ||||||
Exhibit 10.1
Contract ID: 487171
EXTENSION AMENDMENT TO GOOGLE SERVICES AGREEMENT
This Extension Amendment to the Google Services Agreement (“ Amendment ”), effective as of the first day following the current expiration date of the Agreement (as defined below) (“ Amendment Effective Date ”), is between Synacor, Inc. (“ Company ”) and Google Inc. (“ Google ”) and amends the existing Google Services Agreement between Company and Google (the “ Agreement ”). Capitalized terms not defined in this Amendment have the meanings given to those terms in the Agreement. The parties agree as follows:
1. Extension . The term of the Agreement is extended for an additional one month from the current expiration date.
2. General . The parties may execute this Amendment in counterparts, including facsimile, PDF, or other electronic copies, which taken together will constitute one instrument. Except as expressly modified herein, the terms of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Effective Date by persons duly authorized.
| Company: Synacor, Inc. | ||
| By: | /s/ William J. Stuart | |
| Name: | William J. Stuart | |
| Title: | CFO | |
| Date: | 03-23-18 | |
| Google LLC | ||
| By: | /s/ Philipp Schindler | |
| Name: | Philipp Schindler | |
| Title: | Authorized Signatory | |
| Date: | 2018.03.27 | |