Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
March 23 2020 - 5:29PM
Edgar (US Regulatory)
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
March 23, 2020
Date of Report (Date of earliest event reported)
THE RUBICON PROJECT, INC.
(Exact
name of registrant as specified in its charter)
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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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☒
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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:
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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. ☐
On
March 23, 2020, The Rubicon Project, Inc., a Delaware corporation (“Rubicon Project”), issued a press release announcing
that due to the rapidly evolving public health concerns relating to the novel coronavirus pandemic and the spread of COVID-19
and governmental actions related thereto, Rubicon Project intends to convene and then immediately adjourn, without conducting
any business, its special meeting of stockholders scheduled to occur at 10:00 a.m. Pacific Time on March 30, 2020 to 10:05 a.m.
Pacific Time on March 30, 2020 in a virtual meeting format only. The full text of the press release issued in connection with
the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
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Item
9.01.
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Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release issued by The Rubicon Project, Inc., dated March 23, 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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March 23, 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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