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 5, 2017
Marin Software Incorporated
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35838 |
20-4647180 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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123 Mission Street, 27 th Floor San Francisco, California 94105 |
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(Address of principal executive offices, including zip code) |
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(415) 399-2580
(Registrant’s telephone number, including area code)
Not Applicable
(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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The disclosures in Items 5.07 and 8.01 are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
A Special Meeting of Stockholders (the “ Special Meeting ”) of Marin Software Incorporated (the “ Company ”) was held on October 5, 2017. As of the close of business on September 5, 2017, the record date for the Special Meeting, 39,547,907 shares of common stock of the Company were outstanding and entitled to vote. 33,604,156 shares, or 84.97% of the outstanding shares of common stock entitled to vote at the Special Meeting, were represented in person or by proxy.
At the Special Meeting, stockholders voted on the proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 8, 2017. The results of the voting at the Special Meeting were as follows:
(1) Approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 6-to-1 and not greater than 10-to-1, with the exact ratio to be set within that range at the discretion of the Company’s board of directors before October 6, 2017 without further approval or authorization of the Company’s stockholders:
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For |
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Against |
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Abstain |
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28,318,104 |
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5,263,278 |
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22,774 |
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Pursuant to the foregoing votes, this matter was approved.
(2) Approval of an amendment to the Company’s Certificate of Incorporation to decrease the Company’s authorized shares of common stock to such number determined by calculating the product of 500,000,000 multiplied by two times (2x) the reverse stock split ratio:
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For |
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Against |
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Abstain |
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28,297,095 |
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5,300,748 |
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6,313 |
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Pursuant to the foregoing votes, this matter was approved.
Item 8.01 Other Events
On September 27, 2017, the Company’s board of directors approved a reverse stock split ratio of 7-to-1 (the “ Reverse Split ”) and a resulting reduction in the Company’s authorized shares of common stock from 500,000,000 to 142,857,143 shares, subject to the approval of the stockholders at the Special Meeting. On October 5, 2017, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1, to effect the Reverse Split and reduction in the authorized shares of common stock from 500,000,000 to 142,857,143 shares, effective as of 5:00 p.m. Eastern Time on October 5, 2017.
Upon the effectiveness of the Reverse Split at 5:00 p.m. Eastern Time on October 5, 2017, every seven shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The Reverse Split will not affect any stockholder’s ownership percentage of the Company’s common stock.
At the opening of trading on October 6, 2017, the Company’s common stock will continue to trade on the New York Stock Exchange under the symbol “MRIN,” but will be assigned a new CUSIP number (56804T 205) and will trade on a split-adjusted basis.
On October 5, 2017, the Company issued a press release announcing the foregoing. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Forward-Looking Statements
The foregoing disclosures constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should refer to the section entitled “Risk Factors” set forth in the Company’s annual and quarterly reports and other filings the Company makes with the Securities and Exchange Commission from time to time for a discussion of important factors that may cause actual results to differ materially from those expressed or implied by the Company’s forward-looking statements. The forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company undertakes no obligation to publicly update any forward-looking statements or reasons why actual results might differ, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit
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Description |
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3.1 |
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Certificate of Amendment to Restated Certificate of Incorporation |
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99.1 |
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Press Release issued by Marin Software Incorporated dated October 5, 2017 |
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Exhibit
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Description |
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3.1 |
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99.1 |
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Press Release issued by Marin Software Incorporated dated October 5, 2017 |
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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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MARIN SOFTWARE INCORPORATED |
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By: |
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/s/ Jonathan M. DeGooyer |
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Jonathan M. DeGooyer |
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Vice President, General Counsel, Corporate Secretary |
Date: October 5, 2017
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Exhibit 3.1
MARIN SOFTWARE INCORPORATED
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
Marin Software Incorporated (the “ Corporation ”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ General Corporation Law ”), does hereby certify that:
1. The name of the corporation is Marin Software Incorporated, and the corporation was originally incorporated pursuant to the General Corporation Law on March 16, 2006.
2. Section 1 of Article IV of the Restated Certificate of Incorporation (the “ Certificate ”) is hereby amended and restated in its entirety to read as follows:
“1. Authorized Stock .
The total number of shares of all classes of stock which the Corporation has authority to issue is One Hundred Fifty-Two Million, Eight Hundred Fifty-Seven Thousand, One Hundred Forty-Three (152,857,143) shares, consisting of two classes: One Hundred Forty-Two Million, Eight Hundred Fifty-Seven Thousand, One Hundred Forty-Three (142,857,143) shares of Common Stock, $0.001 par value per share (“ Common Stock ”), and Ten Million (10,000,000) shares of Preferred Stock, $0.001 par value per share (“ Preferred Stock ”).
Effective at 5:00 p.m. Eastern Time on October 5, 2017 (the “ Effective Time ”), every seven (7) shares of Common Stock issued and outstanding prior to the Effective Time shall, automatically and without any further action by the Corporation or the stockholders thereof, be combined and converted into one (1) share of Common Stock (the “ Reverse Split ”). No fractional share shall be issued in connection with the foregoing combination of the shares pursuant to the Reverse Split. The Corporation will pay in cash the fair value of such fractional shares based on the closing price of one share of Common Stock on October 5, 2017, without interest.
The Reverse Split shall occur automatically without any further action by the holders of Common Stock, and whether or not the certificates representing such shares have been surrendered to the Corporation; provided , that , the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock
issuable as a result of the Reverse Split unless the existing certificates evidencing the applicable shares of stock prior to the Reverse Split are either delivered to the Corporation, or the holder notifies the Corporation that such certificates have been lost, stolen or destroyed, and executes an agreement satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in c onnection with such certificates.”
3. The foregoing amendment to the Certificate have been duly approved by the Corporation’s Board of Directors in accordance with Sections 141 and 242 of the General Corporation Law.
4. The foregoing amendment to the Certificate have been duly approved by the Corporation’s stockholders in accordance with Sections 211 and 242 of the General Corporation Law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 5th day of October, 2017.
MARIN SOFTWARE INCORPORATED
By: /s/ Christopher Lien
Christopher Lien
Chief Executive Officer
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Exhibit 99.1
Marin Software’s Stockholders and Board of Directors Approve Reverse Stock Split
SAN FRANCISCO, CA, (October 5, 2017) -- Marin Software Incorporated (NYSE: MRIN), a leading provider of cross-channel, cross-device, enterprise marketing software for advertisers and agencies, announced that at a special meeting of stockholders held today, stockholders voted to approve a proposal authorizing the Board of Directors to effect a reverse stock split of Marin’s outstanding shares of common stock at a ratio of not less than 6-to-1 and not more than 10-to-1, with the exact ratio to be set within that range at the discretion of the Board of Directors, and a proposal to reduce the number of authorized shares of Marin’s common stock from 500,000,000 to that number of shares equal to 500,000,000 multiplied by two times the stock split ratio. Prior to the special meeting of stockholders, the Board of Directors determined that the reverse stock split ratio will be 7-to-1 and will take effect at 5:00 p.m. Eastern Time on October 5, 2017. Beginning at the opening of trading on October 6, 2017, Marin’s common stock will trade on a split-adjusted basis.
Upon the effectiveness of the reverse stock split, every seven shares of Marin's issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock with any fractional amounts rounded down and paid in cash in lieu of the fractional amount. The reverse split will reduce the number of shares of outstanding common stock from approximately 39.5 million to approximately 5.6 million. The reverse stock split will not affect any stockholder's ownership percentage of Marin's common stock.
At the opening of trading on October 6, 2017, Marin's common stock will continue to trade on the New York Stock Exchange under the symbol "MRIN," but will be assigned a new CUSIP number (56804T 205) and will trade on a split-adjusted basis.
Computershare, Marin's transfer agent, will provide instructions to registered stockholders regarding the process for exchanging their stock certificates. Stockholders holding their shares in street name do not need to take any action. Additional information regarding the reverse stock split and reduction in the number of authorized shares of Marin’s common stock approved by stockholders can be found in Marin's definitive proxy statement filed with the Securities and Exchange Commission on September 8, 2017.
About Marin Software
Marin Software Incorporated’s (NYSE: MRIN) mission is to give advertisers the power to drive higher efficiency, effectiveness, and transparency in their paid marketing programs that run on the world’s largest publishers. Marin provides industry leading enterprise marketing software for advertisers and agencies to measure, manage, and optimize billions of dollars in annualized ad spend across the web and mobile devices. Offering an integrated SaaS ad management platform for search, social, and display advertising, Marin helps digital marketers improve financial performance, save time, and make better decisions. Advertisers use Marin to create, target, and convert precise audiences based on recent buying signals from users’ search, social, and display interactions. Headquartered in San Francisco, with offices in eight countries, Marin’s technology powers marketing campaigns around the globe. For more information about Marin Software, please visit: http://www.marinsoftware.com.
This press release contains forward-looking statements including, among other things, Marin ’ s expectations regarding the timing of the reverse stock split and the reduction in authorized shares of Marin’s capital stock. These forward-looking statements are subject to the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those projected in the forward-looking statements as a result of certain risk factors, including but not limited to our ability to grow sales to new and existing customers; our ability to expand our sales and marketing capabilities; our ability to retain and attract qualified management and technical personnel; delays in the release of updates to our product platform or new features; competitive factors, including but not limited to pricing pressures, entry of new competitors and new applications; quarterly fluctuations in our operating results due to a number of factors; inability to adequately forecast our future revenues, expenses, adjusted EBITDA, cash flows or other financial metrics; delays, reductions or slower growth in the amount spent on online and mobile advertising and the development of the market for cloud-based software; progress in our efforts to update our software platform; adverse changes in our relationships with and access to publishers and advertising agencies; level of usage and advertising spend managed on our platform; our ability to expand sales of our solutions in channels other than search advertising; any slow-down in the search advertising market generally; shift in customer digital advertising budgets from search to segments in which we are not as deeply penetrated; the development of the market for digital advertising; acceptance and continued usage of our platform and services by customers and our ability to provide high-quality technical support to our customers; material defects in our platform including those resulting from any updates we introduce to our platform, service interruptions at our single third-party data center or breaches in our security measures; our ability to develop enhancements to our platform; our ability to protect our intellectual property; our ability to manage risks associated with international operations; the impact of fluctuations in currency exchange rates, particularly an increase in the value of the dollar; near term changes in sales of our software services or spend under management may not be immediately reflected in our results due to our subscription business model; adverse changes in general economic or market conditions; and the ability to acquire and integrate other businesses. These forward-looking statements are based on current expectations and are subject to uncertainties and changes in condition, significance, value and effect as well as other risks detailed in documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K which we may file from time to time, all of which are available free of charge at the SEC’s website at www.sec.gov . Any of these risks could cause actual results to differ materially from expectations set forth in the forward-looking statements. All forward-looking statements in this press release reflect Marin’s expectations as of the date hereof. Marin assumes no obligation to, and expressly disclaims any obligation to update any such forward-looking statements after the date of this release.
Investor Relations Contact:
Investor Relations, Marin Software
ir@marinsoftware.com
Media Contact:
Wesley MacLaggan
Marketing, Marin Software
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(415) 399-2586
press@marinsoftware.com
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