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 (Date of earliest event reported): February 12, 2015
Marin Software Incorporated
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35838 |
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20-4647180 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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123 Mission Street, 25th Floor
San Francisco, California 94105 |
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94105 |
(Address of principal executive offices) |
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(Zip Code) |
(415) 399-2580
(Registrants telephone number, including area code)
(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:
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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)) |
Item 2.01 Completion of Acquisition or Disposition of Assets.
On February 12, 2015, Marin Software Incorporated (Marin Software) completed the previously announced purchase
of all outstanding shares of capital stock of Social Moov from Social Moovs shareholders (the Share Purchase), pursuant to the terms of the Share Purchase Agreement, dated as of February 5, 2015, by and among
Marin Software, Social Moov, Social Moovs securityholders and Sylvain Eche, as Shareholders Agent (the Agreement).
See the disclosure under Item 1.01 and Item 2.01 of Marin Softwares Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 5, 2015 (the Signing Date 8-K) for additional information regarding the Share Purchase. The description of certain terms of the Agreement contained in this Item 2.01 is qualified in
its entirety by reference to the full text of the Agreement, a copy of which is attached to the Signing Date 8-K as Exhibit 2.1 and incorporated herein by reference.
On February 12, 2015, Marin Software issued a press release announcing the Closing. The press release is being furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The shares of Marin Softwares stock issued at the Closing were issued without registration under the Securities Act of 1933, as amended
(the Securities Act), in reliance on an exemption from registration provided by Section 4(a)(2) under the Securities Act and/or Regulation S promulgated thereunder. See the disclosure under Item 1.01,
Item 2.01 and Item 3.02 of the Signing Date 8-K for additional information regarding the issuance of shares in connection with the Share Purchase.
The descriptions of certain terms of the Agreement contained in Item 2.01 and this Item 3.02 are qualified in their entirety by
reference to the full text of the Agreement, a copy of which is attached to the Signing Date 8-K as Exhibit 2.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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Number |
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Description |
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2.1 |
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Share Purchase Agreement by and among Marin Software Incorporated, Social Moov, Social Moovs securityholders and Sylvain Eche, as Shareholders Agent, dated as of February 5, 2015 (filed as Exhibit 2.1 to Marin
Softwares Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2015).* |
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99.1 |
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Press Release of Marin Software Incorporated announcing the closing of the Share Purchase, dated February 12, 2015. |
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Schedules or similar attachments have been omitted pursuant to Regulation S-K Item 601(b)(2). Marin Software hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the
Securities and Exchange Commission. |
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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Marin Software Incorporated |
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Date: February 12, 2015 |
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By: |
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/s/ Stephen Kim |
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Stephen Kim Executive Vice President,
General Counsel |
EXHIBIT INDEX
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Number |
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Description |
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2.1 |
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Share Purchase Agreement by and among Marin Software Incorporated, Social Moov, Social Moovs securityholders and Sylvain Eche, as Shareholders Agent, dated as of February 5, 2015 (filed as Exhibit 2.1 to Marin
Softwares Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2015).* |
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99.1 |
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Press Release of Marin Software Incorporated announcing the closing of the Share Purchase, dated February 12, 2015. |
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Schedules or similar attachments have been omitted pursuant to Regulation S-K Item 601(b)(2). Marin Software hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the
Securities and Exchange Commission. |
Exhibit 99.1
Marin Software Completes Acquisition of SocialMoov
Acquisition of SocialMoov adds Facebook video, Twitter ads API integration, and television
synchronization to Marin Softwares ad cloud offering
San Francisco, CA February 12, 2015 Marin Software (NYSE: MRIN), provider of a leading cross-channel performance advertising
cloud, today announced that it has completed its acquisition of France-based SocialMoov for approximately $18.75 million, consisting of $8.0 million in cash and $10.75 million in shares. SocialMoov offers advertisers and agencies
next-generation Facebook and Twitter advertising tools designed to maximize engagement and ROI.
Marin Softwares vision is to provide advertisers
and agencies the most powerful cross-channel performance advertising cloud through which marketers can measure, manage and optimize search, display, and social ad campaigns. Acquiring SocialMoov provides Marin customers additional cutting-edge
social advertising technologies including Facebook video advertising, Twitter ads API integration, and television synchronization, which are complementary to Marins current social offering. Once integrated, data from social campaigns can be
combined with data from search and display campaigns, allowing advertisers to more accurately create, target and convert audience segments.
SocialMoov
ranks as one of the most innovative advertising platforms in the world. Founded in 2011, SocialMoov is a top-five Facebook Preferred Marketing Developer (PMD), was the first European provider to develop Twitter support, and the first platform to
synchronize social advertising with TV ads. Customers of SocialMoov include Ubisoft, Lacoste, iProspect, and Havas Media. As a European-based company, SocialMoov will significantly strengthen Marins already substantial international presence.
Additional details on the acquisition can be read here:
http://www.marinsoftware.com/resources/news/marin-software-acquisition-of-socialmoov-faq.
About Marin Software
Marin Software Incorporated
(NYSE:MRIN) provides a leading cross-channel performance advertising cloud for advertisers and agencies to measure, manage and optimize more than $7.2 billion in annualized ad spend across the web and mobile devices. Offering an integrated SaaS
platform for search, display and social 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 9 countries, Marins technology automates advertising with the largest publishers around the globe. For more information about
Marins products, please visit: http://www.marinsoftware.com/solutions/overview.
Forward-Looking Statements
This press release contains forward-looking statements including, among other things, the impact of the SocialMoov acquisition on Marin Softwares
products and position in the industry, the acquisitions benefits to the company and its customers. 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 technical, organizational integration or implementation issues with Marin Software or
SocialMoov and ability to achieve the expected benefits; the retention of employees of SocialMoov; dilutive impact of stock issuances in connection with the transaction; reduction in Marin
Softwares available cash that may impact the companys ability to invest in other opportunities; adverse changes in general economic or market conditions; delays, reductions or slower
growth in the amount spent on online and mobile advertising; unforeseen developments in the digital advertising industry generally; technological changes; competition; and the fact that the search, display, social, and mobile markets are emerging
markets and rapidly evolving. 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 reports on Form 10-K and Form 10-Q. Marin Software assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this
release.
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