iSocket 8-K/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
November 17, 2014
Date of Report (Date of earliest event reported)
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THE RUBICON PROJECT, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-36384 | 20-8881738 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (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) |
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(310) 207-0272 |
(Registrant’s telephone number, including area code) |
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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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On November 17, 2014, The Rubicon Project, Inc. (“Rubicon Project”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that it had closed its acquisition of iSocket, Inc. (“iSocket”). This Form 8-K/A amends the Original Form 8-K to include the historical audited financial statements of iSocket and the unaudited pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to such items.
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of businesses acquired
The audited financial statements of iSocket as of and for the nine months ended September 30, 2014 and as of and for the year ended December 31, 2013 are filed herewith as Exhibit 99.1 and incorporated by reference into this Form 8-K/A. The consent of Moss Adams LLP, iSocket’s independent auditor, is attached as Exhibit 23.1 to this Form 8-K/A.
(b) Pro forma financial information
The unaudited pro forma condensed combined financial information of Rubicon Project and iSocket as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013 are filed herewith as Exhibit 99.2 and incorporated by reference into this Form 8-K/A.
(d) Exhibits
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Exhibit
Number | | Description |
23.1 | | Consent of Moss Adams LLP, Independent Auditor of iSocket. |
99.1 | | Audited financial statements of iSocket as of and for the nine months ended September 30, 2014 and as of and for the year ended December 31, 2013. |
99.2 | | Unaudited pro forma condensed combined financial information of Rubicon Project and iSocket as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013. |
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 thereunto duly authorized.
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| THE RUBICON PROJECT, INC.
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| | By: | /s/ Brian W. Copple |
| | | Brian W. Copple |
| | | Secretary |
Date: January 28, 2014
EXHIBIT INDEX
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Exhibit
Number | | Description |
23.1 | | Consent of Moss Adams LLP, Independent Auditor of iSocket. |
99.1 | | Audited financial statements of iSocket as of and for the nine months ended September 30, 2014 and as of and for the year ended December 31, 2013. |
99.2 | | Unaudited pro forma condensed combined financial information of Rubicon Project and iSocket as of and for the nine months ended September 30, 2014 and for the year ended December 31, 2013. |