Current Report Filing (8-k)

 

 

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)

 

 

 

Delaware		001-35838		20-4647180
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
123 Mission Street, 25th Floor San Francisco, California 94105				94105
(Address of principal executive offices)				(Zip Code)

[phone]

(Registrant’s 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:

 

¨	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))

 

 

 

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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 Moov’s 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 Moov’s securityholders and Sylvain Eche, as Shareholders’ Agent (the “Agreement”).

See the disclosure under Item 1.01 and Item 2.01 of Marin Software’s 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 Software’s 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.

 

Number		Description
2.1		Share Purchase Agreement by and among Marin Software Incorporated, Social Moov, Social Moov’s securityholders and Sylvain Eche, as Shareholders’ Agent, dated as of February 5, 2015 (filed as Exhibit 2.1 to Marin Software’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2015).*
99.1		Press Release of Marin Software Incorporated announcing the closing of the Share Purchase, dated February 12, 2015.

 

*	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.

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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.

 

						Marin Software Incorporated
Date: February 12, 2015				By:		/s/ Stephen Kim
						Stephen Kim Executive Vice President, General Counsel

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EXHIBIT INDEX

 

Number		Description
2.1		Share Purchase Agreement by and among Marin Software Incorporated, Social Moov, Social Moov’s securityholders and Sylvain Eche, as Shareholders’ Agent, dated as of February 5, 2015 (filed as Exhibit 2.1 to Marin Software’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2015).*
99.1		Press Release of Marin Software Incorporated announcing the closing of the Share Purchase, dated February 12, 2015.

 

*	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 Software’s 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 Software’s 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 Marin’s 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 Marin’s 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, Marin’s technology automates advertising with the largest publishers around the globe. For more information about Marin’s 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 Software’s products and position in the industry, the acquisition’s 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

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Software’s available cash that may impact the company’s 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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