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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rocket Fuel Inc. | NASDAQ:FUEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.60 | 0.0001 | 2.59 | 0 | 01:00:00 |
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Delaware
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30-0472319
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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|
|
|
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|
Large accelerated filer
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¨
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Accelerated filer
|
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x
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Title of securities
to be registered
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per share
|
|
Proposed
maximum
aggregate
offering price
|
|
Amount of
registration fee |
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2013 Equity Incentive Plan
|
|
2,310,934
(2)
|
|
$3.27
(4)
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|
$7,556,754.18
|
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$875.83
|
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2013 Employee Stock Purchase Plan
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|
924,373
(3)
|
|
$2.78
(5)
|
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$2,569,756.94
|
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$297.83
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TOTAL:
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3,235,307
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$10,126,511.12
|
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$1,173.66
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock
(“Common Stock”) that become issuable under the 2013 Equity Incentive Plan (the “2013 Plan”) and the 2013 Employee Stock Purchase Plan (the “2013 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant's outstanding shares of Common Stock.
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(2)
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Represents 2,310,934 shares of Common Stock that were added to the shares reserved for issuance under the 2013 Plan on January 1, 2017 pursuant to an "evergreen" provision contained in the 2013 Plan.
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(3)
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Represents 924,373 shares of Common Stock that were added to the shares reserved for issuance under the 2013 ESPP on January 1, 2017 pursuant to an "evergreen" provision contained in the 2013 ESPP.
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(4)
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Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon $3.27, the average of the high and low prices per share of Common Stock as reported on The Nasdaq Global Select Market on March 9, 2017.
|
(5)
|
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on eighty-five percent of $3.27, the average of the high and low prices per share of Common Stock as reported on The Nasdaq Global Select Market on March 9, 2017. Pursuant to the 2013 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be eighty-five percent of the lower of the fair market value per share of Common Stock on (i) the first trading day of the offering period or (ii) the exercise date.
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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(a)
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The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that contains, either directly or by incorporation by reference, audited financial statements for the Registrant's latest fiscal year for which such statements have been filed;
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(b)
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All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant's document referred to in (a) above.
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(c)
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The description of the Registrant's Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36071) filed with the Commission on September 16, 2013 pursuant to Section 12(b) of the Exchange Act, including any amendment or report updating such description.
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ITEM 4.
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DESCRIPTION OF SECURITIES
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED
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ITEM 8.
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EXHIBITS
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Exhibit Number
|
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Description
|
4.1
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Specimen common stock certificate of Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-190695) (the "Form S-1"), as declared effective by the Commission on September 19, 2013
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5.1
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Opinion of JoAnn C. Covington, Senior Vice President, General Counsel and Corporate Secretary, Rocket Fuel Inc.
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23.1
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Consent of JoAnn C. Covington, Senior Vice President, General Counsel and Corporate Secretary, Rocket Fuel Inc. (contained in Exhibit 5.1 hereto)
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23.2
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Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
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23.3
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Consent of Deloitte & Touche, LLP, Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (contained on signature page hereto)
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99.1
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2013 Equity Incentive Plan and form agreements thereunder (which are incorporated herein by reference to Exhibit 10.8 to the Registrant’s Form S-1)
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99.2
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2013 Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.36 to the Registrant's Form 10-K filed with the Commission on March 14, 2016)
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ITEM 9.
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UNDERTAKINGS
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ROCKET FUEL INC.
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By: /s/ E. RANDOLPH WOOTTON III
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E. Randolph Wootton III
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ E. RANDOLPH WOOTTON III
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Chief Executive Officer; Director
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March 16, 2017
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E. Randolph Wootton III
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(Principal Executive Officer)
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/s/ STEPHEN SNYDER
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Chief Financial Officer
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March 16, 2017
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Stephen Snyder
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(Principal Financial and Accounting Officer)
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/s/ SUSAN L. BOSTROM
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Director
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March 16, 2017
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Susan L. Bostrom
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||
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/s/ RONALD E. F. CODD
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Director
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March 16, 2017
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Ronald E. F. Codd
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/s/ WILLIAM W. ERICSON
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Director
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March 16, 2017
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William W. Ericson
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/s/ RICHARD A. FRANKEL
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Director
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March 16, 2017
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Richard A. Frankel
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/s/ CLARK M. KOKICH
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Director
|
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March 16, 2017
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Clark M. Kokich
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/s/ JOHN J. LEWIS
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Director
|
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March 16, 2017
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John J. Lewis
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/s/ MONTE ZWEBEN
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Director
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March 16, 2017
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Monte Zweben
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Exhibit Number
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Description
|
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4.1
|
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Specimen common stock certificate of Registrant (which is incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (Registration No. 333-190695), as declared effective by the Commission on September 19, 2013
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|
|
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5.1
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Opinion of JoAnn C. Covington, Senior Vice President, General Counsel and Corporate Secretary, Rocket Fuel Inc.
|
|
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|
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23.1
|
|
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Consent of JoAnn C. Covington, Senior Vice President, General Counsel and Corporate Secretary, Rocket Fuel Inc.(contained in Exhibit 5.1 hereto)
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23.2
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Consent of BDO USA, LLP, Independent Registered Public Accounting Firm
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23.3
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Consent of Deloitte & Touche, LLP, Independent Registered Public Accounting Firm
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24.1
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Power of Attorney (contained on signature page hereto)
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99.1*
|
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|
2013 Equity Incentive Plan and form agreements thereunder (which are incorporated herein by reference to Exhibit 10.8 to the Registrant’s Form S-1)
|
|
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99.2*
|
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2013 Employee Stock Purchase Plan (which is incorporated herein by reference to Exhibit 10.36 to the Registrant's Form 10-K filed with the Commission on March 14, 2016)
|
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