Edgar Filing: Rocket Fuel Inc.

8-K Denali closing 2014-09-04

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)

September 5, 2014

Rocket Fuel Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-36071	30-0472319
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Seaport Blvd.

Redwood City, CA 94063

(Address of principal executive offices, including zip code)

(650) 595-1300

(Registrant’s 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 (see General Instruction A.2. below):

[ ] 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))

Item 2.01. Completion of Acquisition or Disposition of Assets

On September 5, 2014, Rocket Fuel Inc. (the “Company”) completed its previously announced acquisition of X Plus Two Solutions, Inc., a Delaware corporation (“Target”) , a holding company of which [x+1], Inc., a Delaware corporation (“[x+1]”) is a wholly owned subsidiary and the only operating company (the “Acquisition”), pursuant to an Agreement and Plan of Merger, dated as of August 4, 2014 (the “Merger Agreement”), by and among the Company, Denali Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub I”), Denali Acquisition Sub II , LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Merger Sub II”, and collectively with Merger Sub I, the “Merger Subs”), Target and Shareholder Representative Services LLC, a Colorado limited liability company, as agent for Target's stockholders.

Pursuant to the terms of the Merger Agreement, Merger Sub I merged with and into Target (the “First Merger”), and upon consummation of the First Merger, Merger Sub I ceased to exist and Target became a wholly-owned subsidiary of the Company. The surviving corporation of the First Merger then merged with and into Merger Sub II, which continues to exist as a wholly-owned subsidiary of the Company. Upon consummation (the “Closing”) of the transactions contemplated by the Merger Agreement (the “Merger”), all outstanding shares of Target capital stock and options to purchase Target capital stock were cancelled in exchange for an aggregate of 5,367,797 million shares of the Company’s common stock (valued at $130 million based on the average closing price of the twenty trading days preceding August 4, 2014 of $24.22 per share (the “Specified Price”)) and $100 million in cash to existing Target securityholders, subject to certain adjustments as set forth in the Merger Agreement.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which the Company expects will be filed with the Company’s Form 10-Q for the quarter ending September 30, 2014.

In connection with the Closing of the Merger, the Company, certain stockholders of Target (the “Target Holders”) and the parties (the “Investors”) to that certain Fourth Amended and Restated Investor Rights Agreement, dated as of June 15, 2012, by and among the Company, George H. John, Richard Frankel, Abhinav Gupta and the investors listed on Exhibit A attached thereto, amended and restated the Investor Rights Agreement (as amended and restated, the “Amended Investor Rights Agreement”) to require the Company to file and cause to become effective a registration statement on Form S-3 (the “Resale Shelf”) to register the resale of the shares of the Company’s common stock received by the Target Holders in connection with the Merger as soon as practicable after the later of (i) the Closing of the Merger and (ii) October 4, 2014, and cause the Resale Shelf to remain effective for six months following the Closing of the Merger. However, the Company shall have the right to defer the filing of the Resale Shelf for up to 30 days if the Company’s board of directors in its good-faith judgment determines that filing the Resale Shelf would be materially detrimental to the Company, provided that the Company may not register any other securities during such 30-day period other than registrations relating to its employee benefit plans, Rule 145 transactions or convertible debt. The Amended Investor Rights Agreement also includes provisions prohibiting the Investors and the Target Holders from offering, selling or otherwise disposing of their shares during certain blackout periods, including the periods during which the Company prepares and releases its quarterly financial results.

The foregoing summary of the Amended Investor Rights Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Investor Rights Agreement, which will be filed with the Company’s periodic report for the quarter ending September 30, 2014.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 above regarding the issuance of shares of the Company’s common stock to Target securityholders is incorporated by reference into this Item 3.02. In accordance with the Merger Agreement, the Company issued the shares of its common stock described herein in reliance upon the exemptions from registration afforded by Section 4(2) and Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.

Item 7.01 Regulation FD Disclosure

The Company issued a press release, dated September 5, 2014, regarding the Closing. The press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Form 8-K by November 21, 2014.

(b) Pro Forma Financial Information

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Form 8-K by November 21, 2014.

(d) Exhibits.

Exhibit No. Description



99.1	Press release announcing Rocket Fuel Completion of [x+1] Acquisition dated September 5, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		ROCKET FUEL INC.

		By: /s/ J. PETER BARDWICK
		J. Peter Bardwick Chief Financial Officer (Principal Financial and Accounting Officer)

Date: September 5, 2014

EXHIBIT INDEX

Exhibit No. Description



99.1	Press release announcing Rocket Fuel Completion of [x+1] Acquisition dated September 5, 2014