- Current report filing (8-K)
August 02 2012 - 4:10PM
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:
August
2, 2012
(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
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(Commission File Number)
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(IRS Employer Identification No.)
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45 Fremont Street, Suite 2800
San Francisco, California
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94105
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(Address of Principal Executive Offices)
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(Zip Code)
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(415) 800-6100
(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 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 August 2, 2012, Glu Mobile Inc. (“
Glu
”)
completed the acquisition of GameSpy Industries, Inc., a California
corporation (“
GameSpy
”) and formerly a wholly owned
subsidiary of IGN Entertainment, Inc., a Delaware corporation (“
Parent
”),
pursuant to an Agreement and Plan of Merger (the “
Merger
Agreement
”) by and among Glu, Galileo Acquisition Corp., a
California corporation and wholly owned subsidiary of Glu (“
Sub
”),
Parent and GameSpy. Pursuant to the terms of the Merger Agreement, Sub
merged with and into GameSpy in a statutory reverse triangular merger
(the “
Merger
”), with GameSpy surviving the Merger as
a wholly owned subsidiary of Glu. GameSpy, which is based in California,
provides technology and services for multiplayer and server-based gaming.
Pursuant to the terms of the Merger Agreement, (a) Glu issued to Parent,
as GameSpy’s sole shareholder, in exchange for all of the issued and
outstanding shares of GameSpy capital stock, a total of 600,000 shares
of Glu’s common stock, of which 90,000 shares will be held in escrow for
15 months to satisfy certain indemnification claims under the Merger
Agreement; and (b) Glu, GameSpy and Parent entered into a Transition
Services Agreement, pursuant to which Parent will provide to Glu and
GameSpy certain backend data center transition services related to
GameSpy’s private cloud storage infrastructure. The Merger Agreement
contains customary representations, warranties and covenants of each of
the parties.
On August 2, 2012, Glu issued a press release announcing the Merger, a
copy of which is attached as Exhibit 99.01 to this Current Report on
Form 8-K.
Item 2.02 Results of Operations and Financial Condition.
On August 2, 2012, Glu issued a press release announcing its financial
results for the second quarter ended June 30, 2012. A copy of the press
release is attached as Exhibit 99.02 to this Current Report on Form 8-K.
In addition, on August 2, 2012, Glu made available on its corporate
website at www.glu.com/investors supplemental slides that were
referenced during the Company’s earnings call to discuss its financial
results for the second quarter ended June 30, 2012. A copy of such
supplemental slides is attached as Exhibit 99.03 to this Current Report
on Form 8-K.
The information in this Item 2.02, including Exhibits 99.02 and 99.03 to
this Current Report on Form 8-K, 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 Exhibits
99.02 and 99.03 shall not be incorporated by reference into any
registration statement or other document filed by Glu with the
Securities and Exchange Commission, whether made before or after the
date of this Current Report on Form 8-K, regardless of any general
incorporation language in such filing (or any reference to this Current
Report on Form 8-K generally), except as shall be expressly set forth by
specific reference in such filing.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance of the shares of Glu’s common stock to Parent pursuant to
the Merger Agreement is exempt from registration under Section 4(2) of
the Securities Act of 1933, as amended, or Regulation D thereunder, as a
transaction by an issuer not involving a public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.01
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Press release issued by Glu regarding the Merger, dated August 2,
2012
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99.02
|
Press release issued by Glu regarding its financial results for the
second quarter ended June 30, 2012, dated August 2, 2012
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|
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99.03
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Supplemental slides made available by Glu on its corporate website
on August 2, 2012
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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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August 2, 2012
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By:
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/s/ Niccolo M. de Masi
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Name:
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Niccolo M. de Masi
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Title:
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President and Chief Executive Officer
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EXHIBIT INDEX
Number
|
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Description
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|
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99.01
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|
Press release issued by Glu regarding the Merger, dated August 2,
2012
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|
|
|
99.02
|
|
Press release issued by Glu regarding its financial results for the
second quarter ended June 30, 2012, dated August 2, 2012
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|
|
|
99.03
|
|
Supplemental slides made available by Glu on its corporate website
on August 2, 2012
|
4
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