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
Date of Report (Date of earliest event reported):
April 30, 2010
LIMELIGHT NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-33508 | 20-1677033 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2220 W. 14th Street
Tempe, AZ 85281
(Address, including zip code, of principal executive offices)
(602) 850-5000
(Registrant’s telephone number, including area code)
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):
| ¨ | 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)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
On April 30, 2010, Limelight Networks, Inc. (the “Company”) completed its acquisition of EyeWonder, Inc. (“EyeWonder”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated December 21, 2009, by and among the Company, Elvis Merger Sub One Corporation, a Delaware corporation and a direct, wholly-owned subsidiary of the Company, Elvis Merger Sub Two LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company, EyeWonder, John Vincent, as stockholder representative and Deutsche Bank National Trust, as Escrow Agent. Pursuant to the terms of the Merger Agreement, the Company acquired all of the outstanding capital stock of EyeWonder.
Under the terms of the Merger Agreement, the former holders of EyeWonder securities that were outstanding immediately prior to the completion of the merger will receive, in the aggregate, approximately $49,630,688 in cash and 9,726,301 shares of the Company’s common stock. In addition, the former EyeWonder securityholders may receive up to an aggregate amount of 4,774,000 shares of the Company’s common stock and approximately $292,000 in cash in approximately April 2011 if certain performance metrics are satisfied. Under the terms of the Merger Agreement, 3,013,699 shares of the Company’s common stock have been set aside in an escrow account and will be held until June 28, 2011, subject to any unresolved indemnification claims. The terms of the merger are more fully described in the Merger Agreement, which was filed by the Company with the Securities and Exchange Commission as Exhibit 2.1 to the Current Report on Form 8-K filed on December 21, 2009, and is incorporated herein by reference.
| Item 8.01. | Other Events. |
On May 3, 2010, the Company issued a press release announcing the completion of the acquisition of EyeWonder. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Limelight Networks, Inc. Press Release dated May 3, 2010. |
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.
| LIMELIGHT NETWORKS, INC. | ||||
| Dated: May 3, 2010 |
By: | /s/ Philip C. Maynard | ||
| Philip C. Maynard Senior Vice President, Chief Legal Officer and Secretary | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Limelight Networks, Inc. Press Release dated May 3, 2010. |
Exhibit 99.1
Limelight Networks® Completes Acquisition of EyeWonder, Inc.
TEMPE, AZ – 3 May 2010 – Limelight Networks, Inc., (NASDAQ: LLNW) today announced the completion of the acquisition of EyeWonder, Inc. effective April 30, 2010.
“Limelight Networks, now together with EyeWonder, is well positioned to capitalize on the shift of content consumption and advertising spend towards the growing world of Internet-connected devices. EyeWonder’s value-added monetization services and Limelight Networks’ delivery, storage, computing and consulting services will enable publishers, advertisers, agencies, and enterprises to unlock the full value of their online initiatives,” said Jeff Lunsford, chairman and chief executive officer, Limelight Networks, Inc. “We are pleased our respective shareholders approved this transaction, and we look forward to building long-term value as one of the largest and most technologically-advanced service providers in the rich media publishing and advertising sectors.”
Safe-Harbor Statement
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements relating to the future performance of the combined businesses. You should be aware that the forward-looking statements included herein represent the current judgment and expectations of the Limelight Networks, but the actual results, events and performance of the combined company following the merger is subject to risks and uncertainties and could differ materially from those expressed or implied by forward-looking statements. The company does not intend to update any of these forward-looking statements or publicly announce the results of any revisions to these forward-looking statements, other than as is required under the federal securities laws. The potential risks and uncertainties include, but are not limited to: potential difficulties that may be encountered in integrating the merged businesses; potential uncertainties regarding market acceptance of the combined company; competitive responses to the merger; an economic downturn; variability in quarterly operating results, the rate of growth and development of advertising and media markets and Limelight Networks’ ability to attract and retain skilled personnel and develop leaders.
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About Limelight Networks, Inc.
Limelight Networks, Inc. (NASDAQ: LLNW) provides on-demand software, platform and infrastructure services that help global businesses reach and engage audiences on any mobile or Internet-connected device, enabling them to enhance their brand presence, build stronger customer relationships, optimize their advertising, and monetize their digital assets. For more information, please visit http://www.limelightnetworks.com or follow us on Twitter at www.twitter.com/llnw.
EyeWonder, a Limelight Networks, Inc. (NASDAQ: LLNW) business, provides interactive digital advertising technology and services that increase the value of inventory for publishers and improve the performance of advertisers’ interactive ad campaigns. EyeWonder’s leading technology platform, full-service account teams, and global office network combine to enhance the creation, delivery, measurement, analysis and optimization of interactive ad campaigns for online, mobile, and connected devices. For more information, please visit http://www.eyewonder.com or follow us on Twitter at www.twitter.com/_ew.
Copyright (C) 2010 Limelight Networks, Inc. All rights reserved. Limelight Networks and EyeWonder are trademarks of Limelight Networks, Inc. All product or service names are the property of their respective owners
Contact: Paul Alfieri of Limelight Networks, Inc., +1-646-875-8835, palfieri@llnw.com