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
January 30, 2020
Date of Report (Date of earliest event reported)
THE RUBICON PROJECT, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-36384
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20-8881738
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(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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12181
Bluff Creek Drive, 4th Floor
Los
Angeles, CA 90094
(Address
of principal executive offices, including zip code)
(310)
207-0272
(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:
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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RUBI
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NYSE
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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
2.02.
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Results
of Operations and Financial Condition
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On
January 30, 2020, The Rubicon Project, Inc. (“Rubicon Project”) and Telaria, Inc. (“Telaria”) issued a
joint press release reporting the estimated financial results for Rubicon Project and for Telaria for the full year 2019 and for
the fourth quarter ended December 31, 2019. A copy of the press release is attached as Exhibit 99.1 and
is incorporated herein by reference.
The
disclosure above in Item 2.02 of this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.
Additional
Information and Where to Find It
On
January 30, 2020, Rubicon Project filed with the U.S. Securities and Exchange Commission (“SEC”) a registration statement
on Form S-4, which includes a document that serves as a preliminary prospectus of Rubicon Project and a preliminary joint proxy
statement of Rubicon Project and Telaria (the “preliminary joint proxy statement/prospectus”). The preliminary joint
proxy statement/prospectus is not final and may be further amended before the registration statement is declared effective by
the SEC and Telaria and Rubicon Project file their definitive joint proxy statement/prospectus. The preliminary joint proxy statement/prospectus
contains, and the definitive joint proxy statement/prospectus will contain, important information about the proposed transaction
and related matters. Investors and security holders of Telaria and Rubicon Project are urged to carefully read the entire preliminary
joint proxy statement/prospectus (and any amendments thereto and the definitive version thereof when such filings become available)
and other filings made in connection therewith because such documents will contain important information about the proposed business
combination. A definitive joint proxy statement/prospectus will be sent to the stockholders of Rubicon Project and Telaria.
Investors
and security holders will be able to obtain copies of the preliminary joint proxy statement/prospectus and definitive joint proxy
statement/prospectus (when available) and other documents filed by Rubicon Project and Telaria, without charge, through the website
maintained by the SEC at http://www.sec.gov. Copies of documents filed with the SEC by Telaria will be made available free of
charge on Telaria’s website at https://telaria.com/ under the link “Investor Relations” and then under the heading
“SEC Filings.” Copies of documents filed with the SEC by Rubicon Project will be made available free of charge on
Rubicon Project’s website at https://rubiconproject.com/ under the link “Investor” and then under the heading
“Financials and Filings” and the subheading “SEC Filings.”
Participants
in the Solicitation
Rubicon
Project and Telaria and their respective directors and executive officers may be deemed to be participants in the solicitation
of proxies from the holders of Rubicon Project common stock and Telaria common stock in respect of the proposed transaction. Information
about Rubicon Project’s directors and executive officers is set forth in Rubicon Project’s Form 10-K for the year
ended 2018 and the proxy statement for Rubicon Project’s 2019 Annual Meeting of Stockholders, which were filed with the
SEC on February 27, 2019 and April 5, 2019, respectively. Information about Telaria’s directors and executive officers is
set forth in Telaria’s Form 10-K for the year ended 2018 and the proxy statement for Telaria’s 2019 Annual Meeting
of Stockholders, which were filed with the SEC on March 19, 2019 and April 24, 2019, respectively. Additional information regarding
the participants in the proxy solicitation and a description of their direct and indirect interests, through securities holdings
or otherwise, is contained in the preliminary joint proxy statement/prospectus, and will be contained in the definitive joint
proxy statement/prospectus (when available) and other relevant materials to be filed with the SEC regarding the proposed merger
when they become available. Investors should read the definitive joint proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions.
Notice
Regarding Forward-Looking Statements
This
document may contain forward-looking statements, including statements based upon or relating to Rubicon Project’s and
Telaria’s expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking
statements by terms such as “may,” “might,” “will,” “objective,”
“intend,” “should,” “could,” “can,” “would,”
“expect,” “believe,” “design,” “anticipate,” “estimate,”
“predict,” “potential,” “plan” or the negative of these terms, and similar expressions.
Forward-looking statements may include, but are not limited to, statements concerning anticipated financial performance,
including, without limitation, revenue, advertising spend, non-GAAP loss per share, profitability, net income (loss),
Adjusted EBITDA, earnings per share, and cash flow; strategic objectives, including focus on header bidding, mobile,
video, Demand Manager, and private marketplace opportunities; investments in Rubicon Project’s or Telaria’s
business; development of Rubicon Project’s or Telaria’s technology; introduction of new offerings;
the impact of transparency initiatives Rubicon Project or Telaria may undertake; the impact of Rubicon Project’s
traffic shaping technology on its business; the effects of cost reduction initiatives; scope and duration of client
relationships; the fees Rubicon Project or Telaria may charge in the future; business mix and expansion of Rubicon
Project’s or Telaria’s mobile, video and private marketplace offerings; sales growth; client
utilization of Rubicon Project’s or Telaria’s offerings; Rubicon Project’s or Telaria’s
competitive differentiation; Rubicon Project’s or Telaria’s market share and leadership position in the
industry; market conditions, trends, and opportunities; user reach; certain statements regarding future
operational performance measures including ad requests, fill rate, paid impressions, average CPM, take rate, and advertising
spend; benefits from supply path optimization; anticipated benefits of the merger, including estimated synergies
and cost savings resulting from the merger; the expected timing of completion of the merger; estimated costs
associated with such transactions; and other statements that are not historical facts. These statements are not
guarantees of future performance; they reflect Rubicon Project’s and Telaria’s current views with respect to
future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements to be materially different from expectations or results
projected or implied by forward-looking statements. These risks include, but are not limited to: occurrence of any event,
change or other circumstances that could give rise to the termination of the Merger Agreement or the failure to satisfy the
closing conditions; the possibility that the consummation of the proposed transactions is delayed or does not occur,
including the failure of the parties’ stockholders to approve the proposed transactions; uncertainty as to whether
the parties will be able to complete the merger on the terms set forth in the Merger Agreement; uncertainty regarding
the timing of the receipt of required regulatory approvals for the merger and the possibility that the parties may be
required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to
obtaining regulatory approvals or that the required regulatory approvals might not be obtained at all; the outcome of
any legal proceedings that have been or may be instituted against the parties or others following announcement of the
transactions contemplated by the Merger Agreement; challenges, disruptions and costs of closing, integrating and
achieving anticipated synergies, or that such synergies will take longer to realize than expected; risks that the merger
and other transactions contemplated by the Merger Agreement disrupt current plans and operations that may harm the
parties’ businesses; the amount of any costs, fees, expenses, impairments and charges related to the merger;
uncertainty as to the effects of the announcement or pendency of the merger on the market price of the parties’
respective common stock and/or on their respective financial performance; uncertainty as to the long-term value of
Rubicon Project’s and Telaria’s common stock; the business, economic and political conditions in the markets
in which Rubicon Project and Telaria operate; Rubicon Project’s and Telaria’s ability to continue to grow
and to manage their growth effectively; Rubicon Project’s and Telaria’s ability to develop innovative new
technologies and remain market leaders; the effect on the advertising market and Rubicon Project’s and
Telaria’s businesses from difficult economic conditions or uncertainty; the freedom of buyers and sellers to
direct their spending and inventory to competing sources of inventory and demand; Rubicon Project’s and
Telaria’s ability to adapt effectively to shifts in digital advertising; the effects, including loss of market
share, of increased competition in Rubicon Project’s and Telaria’s markets and increasing concentration of
advertising spending, including mobile spending, in a small number of very large competitors; the effects of
consolidation in the ad tech industry; acts of competitors and other third parties that can adversely affect Rubicon
Project’s and Telaria’s businesses; Rubicon Project’s and Telaria’s ability to differentiate
their offerings and compete effectively in a market trending increasingly toward commodification, transparency, and
disintermediation; potential adverse effects of malicious activity such as fraudulent inventory and malware; costs
associated with defending intellectual property infringement and other claims; Rubicon Project’s and
Telaria’s ability to attract and retain qualified employees and key personnel; and Rubicon Project’s and
Telaria’s ability to comply with, and the effect on their businesses of, evolving legal standards and regulations,
particularly concerning data protection and consumer privacy and evolving labor standards.
Exhibits
Exhibit
Number
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Exhibit Description
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99.1
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Joint
press release, dated January 30, 2020.
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SIGNATURE
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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THE
RUBICON PROJECT, INC.
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Date:
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January 30,
2020
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By:
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/s/
Jonathan Feldman
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Jonathan Feldman
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Co-General
Counsel and Secretary
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Exhibit
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