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): June 8, 2009
Vertro, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-30428 |
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88-0348835 |
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(State or other |
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(Commission File |
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(IRS Employer |
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jurisdiction of |
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Number) |
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Identification No.) |
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incorporation) |
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5220 Summerlin Commons Boulevard
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33907 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: (239) 561-7229
MIVA, Inc.
(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))
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
(a) Effective June 9, 2009, Vertro, Inc., formerly known as MIVA, Inc. (the “Company”), merged a newly formed, wholly owned subsidiary with and into the Company, and changed the Company’s legal name to “Vertro, Inc.” as a result thereof. Pursuant to Section 253 of the General Corporation Law of Delaware, such merger had the effect of amending the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect the new legal name of the Company. Specifically, Article 1 of the Company’s Certificate of Incorporation was deleted in its entirety and replaced with the following: “ Article 1: The name of the corporation is Vertro, Inc.” The name change does not affect the rights of the stockholders of the Company. There were no other changes to the Company’s Certificate of Incorporation. A copy of the Certificate of Ownership merging MIVA Name Change, Inc. into MIVA, Inc., as filed with the Delaware Secretary of State and effective on June 9, 2009, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The Company will begin trading on the NASDAQ Global Market under the ticker symbol “VTRO” on June 9, 2009. The new CUSIP number for Vertro, Inc. is 92535G 10 5.
On June 8, 2009, the Company issued a press release announcing the transaction described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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3.1 |
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Certificate of Ownership Merging MIVA Name Change, Inc. into MIVA, Inc., effective June 9, 2009, as filed with the Delaware Secretary of State. |
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99.1 |
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Press Release, dated June 8, 2008, entitled “MIVA, Inc. to Rebrand to Vertro, Inc.” |
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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.
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Vertro, Inc. |
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Date: |
June 9, 2009 |
By: |
/s/ John B. Pisaris |
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John B. Pisaris |
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General Counsel & Secretary |
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Exhibit 3.1
CERTIFICATE OF OWNERSHIP
MERGING
MIVA Name Change, Inc.
INTO
MIVA, Inc.
(Subsidiary into parent pursuant to Section 253 of the General Corporation Law of Delaware)
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MIVA, Inc., a corporation incorporated on the 16 th day of April, 2002, pursuant to the provisions of the General Corporation Law of the State of Delaware;
DOES HEREBY CERTIFY:
FIRST: That this corporation owns all of the capital stock of MIVA Name Change, Inc., a corporation incorporated on the 2 nd day of June, 2009, pursuant to the provisions of the General Corporation Law of the State of Delaware, and that this corporation, by a resolution of its Board of Directors duly adopted on the 3 rd day of June, 2009, determined to and did merge into itself MIVA Name Change, Inc., which resolution is in the following words to wit:
WHEREAS , this Corporation lawfully owns all the outstanding shares of MIVA Name Change, Inc. (the “Subsidiary”), a corporation organized and existing under the laws of Delaware;
WHEREAS , the Board of Directors deems it to be in the best interests of this Corporation and its stockholders that the Subsidiary be merged with and into this Corporation on June 9, 2009, at 9:00 a.m. eastern time (the “Effective Date”);
WHEREAS , it is intended that the merger be considered a tax-free plan of reorganization of the Subsidiary pursuant to Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended; and
WHEREAS , the Board of Directors deems it to be in the best interest of this Corporation and its stockholders that the Corporation’s name be changed to Vertro, Inc., pursuant to the authority granted by Section 253 of the General Corporation Law of Delaware, as of the Effective Date.
NOW, THEREFORE, BE IT RESOLVED , that this Corporation merge into itself the Subsidiary and assume all of said Subsidiary’s liabilities and obligations as of the Effective Date.
FURTHER RESOLVED , that pursuant to the authority granted by Section 253 of the General Corporation Law of Delaware, the name of this Corporation is Vertro, Inc. as of the Effective Date and Article FIRST of the Amended and Restated Certificate of Incorporation of this Corporation is changed to read as follows:
FIRST: The name of the corporation is Vertro, Inc.
FURTHER RESOLVED , that the appropriate officers of this Corporation be and they hereby are directed to make, execute, and acknowledge a certificate of ownership setting forth a copy of the resolutions to merge Subsidiary into this Corporation and to assume Subsidiary’s liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of New Castle County.
FURTHER RESOLVED , that the appropriate officers of this Corporation are hereby authorized to do any and all things and to take any and all actions, whether within or without the State of Delaware, including executing, delivering, acknowledging, filing, recording, and sealing all documents, certificates, statements, or other instruments, and the making of any expenditures, which they deem necessary or advisable in order to carry out the intent and purposes of these resolutions.
SECOND: That anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of MIVA, Inc. at any time prior to the time that this merger filed with the Secretary of State becomes effective.
IN WITNESS WHEREOF , the Corporation has caused this certificate to be signed by an authorized officer this 5 th day of June, 2009.
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MIVA, Inc. |
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/s/ John B. Pisaris |
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John B. Pisaris, General Counsel and Secretary |
Exhibit 99.1
MIVA, Inc. to Rebrand to Vertro, Inc.
Rebrand Follows Asset Sale of MIVA Media on March 12, 2009
MIVA Direct to Rebrand to ALOT as Part of Corporate Name Change
NEW YORK, NY – June 8, 2009 – MIVA, Inc. (NASDAQ: MIVA), today announced the Company will be changing its name from MIVA, Inc. to Vertro, Inc. As part of the rebrand, the Company’s ticker symbol will change from NASDAQ:MIVA to NASDAQ:VTRO. It is expected that all changes will be effective June 9, 2009.
The rebrand to Vertro, Inc. follows the completion of the asset sale of the Company’s MIVA Media division on March 12, 2009. The Company’s continuing division, MIVA Direct, will be rebranded to ALOT as part of the corporate name change. The rebranded ALOT division will continue to comprise the Company’s toolbar, homepage and desktop products in addition to the Company’s portfolio of consumer destination sites.
“We’re excited to announce the planned launch of Vertro. We believe the rebrand is the culmination of a period of significant change for our Company following the sale of MIVA Media in March. Following the sale, we now have a strengthened balance sheet, reduced overheads and a streamlined team that can now focus its resource on the development and expansion of our consumer-oriented product portfolio,” commented Peter Corrao, MIVA’s President and Chief Executive Officer.
The Company’s new corporate and investor website is expected to launch on June 9, 2009 at www.vertro.com.
As a result of the name change, the Company’s CUSIP Number is expected to change as well. The Company’s new CUSIP Number is anticipated to be 92535G 105.
With respect to the Company’s new stock certificates, after the name change stockholders will not be required to exchange their current stock certificates bearing the name MIVA, Inc. for new stock certificates bearing the name Vertro, Inc. However, stockholders will be able to elect to exchange their current stock certificates for new stock certificates bearing the name “Vertro, Inc.” if they desire. If stockholders would like further details on how to exchange their MIVA, Inc. stock certificates for new Vertro, Inc. stock certificates after the name change, then please contact the Company’s Transfer Agent, InterWest Transfer Co., at (801) 272-9294 or by mail at 1981 East 4800 South, Suite 100, Salt Lake City, UT 84117.
If stockholders own MIVA shares in ‘street name’ (i.e., your certificates are held by your broker), they likewise will not need to take any action as a result of the name change, and their next brokerage statement after the name change should reflect the name change.
www.mivainc.com
www.vertro.com
About MIVA, Inc.
MIVA, Inc. (NASDAQ:MIVA) is an Internet company that owns and operates the ALOT product portfolio. ALOT’s products are designed to ‘Make the Internet Easy’ by
enhancing the way consumers engage with content online. The company’s millions of active users utilize ALOT to discover ‘best-of-the-web’ third party content, display that content through customizable toolbar, homepage and desktop products and deliver high value search traffic to the Company for in-house and third-party monetization.
Forward-looking Statements
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as “anticipate”, “plan,” “will,” “intend,” “believe” or “expect’“ or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including (1) our ability to successfully execute upon our corporate strategies, (2) our ability to develop and successfully market new products and services, and (3) the potential acceptance of new products in the market. Additional key risks are described in MIVA’s reports filed with the U.S. Securities and Exchange Commission, including the Form 10-Q for Q1 2009.
Alex Vlasto
VP, Marketing & Communications
Alex.vlasto@miva.com
(212) 231-2000 Ext. 217