- Current report filing (8-K)
February 10 2010 - 4:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT TO
SECTION
13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report:
February
10, 2010
(Date
of earliest event reported)
Glu Mobile Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-33368
|
91-2143667
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
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2207 Bridgepointe Parkway, Suite 250
|
|
San Mateo, California
|
94404
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(650) 532-2400
(Registrant’s Telephone Number, Including Area
Code)
n/a
(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):
⃞
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
1.01 Entry into a Material Definitive Agreement.
On February 10, 2010, Glu Mobile Inc. (the “
Company
”)
and two of its subsidiaries, Glu Games Inc. and Superscape Inc., entered
into Amendment No. 2 to Amended and Restated Loan and Security Agreement
(the “
Second Amendment
”) with Silicon Valley Bank (“
SVB
”).
The Second Amendment amends the financial covenant contained in the
Amended and Restated Loan and Security Agreement dated as of December
29, 2008 (the “
Loan Agreement
”) relating to earnings
before interest, taxes, depreciation and amortization (“
EBITDA
”),
which covenant had been previously amended pursuant to Amendment No. 1
to the Loan Agreement entered into on August 24, 2009. The Second
Amendment (i) changed the measurement period for the EBITDA covenant
from a rolling six-month calculation to a quarterly calculation and (ii)
requires the Company to maintain, measured on consolidated basis as of
the end of each of the following periods, EBITDA of at least the
following:
●
|
January 1, 2010 through March 31, 2010: ($2,100,000)
|
●
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April 1, 2010 through June 30, 2010: ($1,100,000)
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●
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July 1, 2010 through September 30, 2010: ($500,000)
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●
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October 1, 2010 through December 31, 2010: $1,750,000
|
The Second Amendment further provides that this minimum EBITDA covenant
for the fiscal quarter ending March 31, 2011 and each quarter thereafter
will be negotiated and established upon terms satisfactory to both the
Company and SVB, following SVB’s receipt of the Company’s 2011 board
plan delivered in accordance with the financial reporting covenants set
forth in the Loan Agreement. Other than as described above, there were
no other material amendments made to the Loan Agreement.
The foregoing description of the Second Amendment is qualified in its
entirety by the Second Amendment, a copy of which is filed as
Exhibit 99.01 to this Report and is incorporated into this Item 1.01 by
reference.
Item
2.02 Results of Operations and Financial Condition.
On February 10, 2010, the Company issued a press release announcing its
financial results for the fourth quarter and year ended December 31,
2009. A copy of the press release is attached as Exhibit 99.02 to this
Current Report on Form 8-K.
The information in this Item 2.02, including Exhibit 99.02 to this
Current Report, shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section or Sections 11 and
12(a)(2) of the Securities Act of 1933, as amended. The information
contained in this Item 2.02 and in the accompanying Exhibit 99.02 shall
not be incorporated by reference into any registration statement or
other document filed by the Company with the Securities and Exchange
Commission, whether made before or after the date of this Current
Report, regardless of any general incorporation language in such filing
(or any reference to this Current Report generally), except as shall be
expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.01
|
Amendment No. 2 to Amended and Restated Loan and Security Agreement,
dated as of February 10, 2010, by and among Glu Mobile Inc., Glu
Games Inc., Superscape Inc. and Silicon Valley Bank.
|
99.02
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Press Release issued by Glu Mobile Inc., dated February 10, 2010.
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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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Glu Mobile Inc.
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Date:
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February 10, 2010
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By:
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/s/ Eric R. Ludwig
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Name:
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Eric R. Ludwig
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Title:
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Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Number
|
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Description
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99.01
|
|
Amendment No. 2 to Amended and Restated Loan and Security Agreement,
dated as of February 10, 2010, by and among Glu Mobile Inc., Glu
Games Inc., Superscape Inc. and Silicon Valley Bank
|
99.02
|
|
Press Release issued by Glu Mobile Inc., dated February 10, 2010.
|
3
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