MEET GROUP, INC.
FORM 8-K (Current report filing)
Filed 10/01/13 for the Period Ending 09/25/13 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year
100 UNION SQUARE DRIVE NEW HOPE, PA, 18938 215-862-1162 0001078099 MEET 7310 - Services-Advertising Internet Services Technology 12/31
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): September 25, 2013
MeetMe, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other Jurisdiction of Incorporation)
001-33105 (Commission File Number)
100 Union Square Drive New Hope, Pennsylvania (Address of principal executive offices)
86-0879433 (IRS Employer Identification No.)
18938 (Zip Code)
Registrant’s telephone number, including area code: (215) 862-1162
(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))
Entry Into a Material Definitive Agreement.
On September 25, 2013, MeetMe, Inc. (the “Company”) entered into a Media Publisher Agreement with Beanstock Media, Inc., a Delaware corporation (“Beanstock”) (the “Agreement”). The Agreement is effective from September 23, 2013 through December 31, 2015 (the “Term”), unless earlier terminated. Pursuant to the Agreement, Beanstock has the exclusive right and obligation to fill all of the Company’s remnant desktop in-page display advertising inventory on www.meetme.com (the “Site”), excluding, (i) any inventory sold to a third party under an insertion order that is campaign or advertiser specific, (ii) any inventory the Company reserves in existing and future agreements with third parties for barter transactions and as additional consideration as part of larger business development transactions, and (iii) any inventory reserved for premium advertising for the Site. The Company may also continue to place inventory outside of the Agreement in direct sales. Beanstock will pay for all ad requests that the Company delivers, whether or not Beanstock fills them. For the United States, Beanstock will pay the Company specified CPM rates plus a percentage of revenue in excess of those rates; for the rest of the world, Beanstock will pay the Company 90% of its net ad revenue for the Site. Beanstock will pay the Company’s invoices within sixty days, unless the balance owing exceeds $4 million, in which case the Company may require Beanstock to accelerate payments so that the balance owing does not exceed $4 million. Beanstock assumes all risk in regards to collection of all applicable advertiser fees with respect to all advertising inventory and may not delay payment to the Company as a result of non-collection or delay of payment by the advertisers. The Company may review and approve all ads prior to their display on the Site, and all ads must comply with the Company’s advertising editorial guidelines. The Company may terminate the Agreement at any time without charge or penalty by providing written notice to Beanstock. Either party may terminate the Agreement if the other party is in material breach of its obligations and does not cure such breach, or if the other party files a petition for bankruptcy, becomes insolvent, makes an assignment for the benefit of its creditors, or a receiver is appointed for such party or its business. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 30, 2013, the Company entered into a letter agreement with John Abbott (the “Letter Agreement”), the Company’s former Chief Executive Officer and current Chairman of the Board of Directors, with respect to Mr. Abbott’s Employment Agreement dated as of October 25, 2007, as amended (the “Employment Agreement”). The Letter Agreement changes the date upon which the Company will pay Mr. Abbott severance due under the Employment Agreement from October 1, 2013 to November 1, 2013.
Item 7.01 Regulation FD. On September 30, 2013, the Company issued a press release announcing its entry into an agreement with Beanstock. A copy of MeetMe’s press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 7.01 of this Current Report on Form 8-K, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01 Other Events. The Company previously disclosed certain risks related to its business and operations, which we believe should be considered in evaluating our business, financial position, future results and prospects. We disclosed these risks in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012 (our “Form 10-K”) and on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2013 (together, with the Form 10-K, the “Additional Filings”). The information presented below updates and supplements those risk factors for the matters identified below and should be read in conjunction with the risks and other information contained in our Additional Filings. The risks described in the Additional Filings, as updated as described in this Current Report on Form 8-K, are not the only risks we face. Additional risks that we do not presently know or that we currently believe are immaterial could also materially and adversely affect any of our business, financial position, future results or prospects. Additional risk factors that we believe should be considered are set forth below.
We have entered into a significant agreement with an advertising partner, and its default or other inability to perform under this contract could harm our business and results of operations. We have entered into a Media Publisher Agreement with Beanstock Media, Inc. (“Beanstock”) whereby Beanstock will have the exclusive right and obligation to fill 100% of our remnant advertising inventory on www.meetme.com. For the first two quarters of 2013, our web based remnant advertising revenue accounted for approximately 47% of our total revenue. A failure by Beanstock to effectively perform its obligations under this agreement could have detrimental operating, financial and reputational consequences for our business. In particular, if Beanstock files for bankruptcy protection, becomes insolvent or otherwise fails to meet its payment obligations to us, we could be prevented from collecting on receivables under our agreement, which could have an adverse effect on our results of operations. Item 9.01 Financial Statements and Exhibits. (d)
Exhibit No. 99.1
Description MeetMe, Inc. press release, dated September 30, 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 hereunto duly authorized.
MEETME, INC. Date: October 1, 2013
By: /s/ Geoffrey Cook Name: Geoffrey Cook Title: Chief Executive Officer
Investor Contact: Joe Hassett Senior Vice President Gregory FCA 610-228-2110 [email protected]
Media Contact: Jessica Attanasio Associate Vice President Gregory FCA 610-228-2112 [email protected]
MeetMe Teams With Beanstock Media For Web-based Yield Optimization Beanstock Media to employ its Publisher Trading Desk to monetize MeetMe’s web-based remnant advertising inventory NEW HOPE, Pa.—September 30, 2013— MeetMe ® , Inc. (NYSE MKT: MEET), the public market leader in social discovery, today announced an ad management agreement with Beanstock Media , the world’s first premium Publisher Trading Desk. Under this agreement, Beanstock Media will utilize its proprietary Helix™ platform to optimize the revenue generated from the sale of MeetMe’s global web-based remnant ad inventory.
Bill Alena, Chief Revenue Officer of MeetMe, said “We started working with Beanstock on specific portions of our website, and we believe that Beanstock has the industry expertise and technological capabilities to improve the performance of our web-based remnant ad inventory. In addition, this agreement allows us to free internal resources to further our focus on mobile monetization. This quarter we expect native mobile ads to reach or exceed one billion impressions, and we look forward to continuing to grow the mobile opportunity internally while working with Beanstock on optimizing web monetization.”
Jim Waltz, Chief Executive Officer of Beanstock Media, said, “We represent over 400 publishers, including exclusive relationships with Ask.com, Dictionary.com, ZipRealty.com, ZAM Network, Slacker Radio, and CityGrid. From the beginning, we set out to arm publishers with real tools and services that increase yield on their ad inventory, reduce cost and improve control. Expanding our relationship with MeetMe is a prime example of what Beanstock can deliver for publishers – less hassles, fewer discrepancies and increased revenues.”
About MeetMe, Inc. MeetMe® is the leading social network for meeting new people in the US and the public market leader for social discovery (NYSE MKT: MEET). MeetMe makes meeting new people fun through social games and apps, monetized by both advertising and virtual currency. With nearly 60 percent of traffic coming from mobile, MeetMe is fast becoming the social gathering place for the mobile generation. The company operates MeetMe.com and MeetMe apps on iPhone, iPad, and Android in multiple languages including English, Spanish, Portuguese, French, Italian, German, Chinese (traditional), Russian and Japanese.
About Beanstock Media Beanstock Media ( http://www.beanstockmedia.com ) is the world’s first premium Publisher Trading Desk. Beanstock’s Helix™ platform is a cloud based yield management system that aggregates demand from every available source simultaneously to ensure maximum yield for its publishers. The Beanstock Media represents over 400 publishers, including top ranked comScore properties and connects with thousands of advertisers and hundreds of Demand-Side-Platforms (DSP), trading desks, ad exchanges and ad networks to maximize ad revenue for its publishers. Beanstock Media has offices in San Francisco, New York, Denver, Seattle, Washington D.C. and Chicago. Connect with Beanstock on Twitter at @Beanstockmedia or Facebook at https://www.facebook.com/BeanstockMedia .
Cautionary Note Concerning Forward-Looking Statements Certain statements in this press release, including those relating to our ability to optimize revenue from the sale of our web based ad inventory, improving the performance of our web ad inventory, the expectation that our native mobile adds will reach or exceed one billion impressions, our ability to free internal resources, opportunities on our mobile properties, and Beanstock’s ability to deliver industry leading CPMs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “project,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Important factors that could cause actual results to differ from those in the forwardlooking statements include: the risk that we will not be able to optimize our web-based ad revenues with this relationship, the risk that the launch of new products will not result in additional revenue, the risk that users will not accept our mobile advertising products, the risk that unanticipated events affect the functionality of our mobile application with popular mobile operating systems, any changes in such operating systems that degrade our mobile application’s functionality and other unexpected issues which could adversely affect usage on mobile devices . Further information on our risk factors is contained in our filings with the Securities and Exchange Commission (“SEC”), including the Form 10-K for the year ended December 31, 2012 and the Current Reports on Form 8-K filed with the SEC on May 1, 2013 and September 30, 2013. Any forward-looking statement made by us herein speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. ###