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): August 30, 2011
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) |
222 South Mill Avenue, 8th Floor
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 1.01 | Entry into a Material Definitive Agreement. |
On August 30, 2011, Limelight Networks, Inc. (the “Company”), together with Limelight Networks Germany GmbH, a German limited liability corporation (GesellschaftmitbeschränkterHaftung) and a wholly-owned subsidiary of the Company, entered into a Purchase Agreement (the “Purchase Agreement”) to sell its EyeWonder rich media advertising unit to DG FastChannel, Inc. for approximately $66 million in cash, subject to certain adjustments. The transaction closed on September 1, 2011.
The Company issued a press release on August 30, 2011 announcing the transaction contemplated by the Purchase Agreement. Both the Purchase Agreement and press release are filed as exhibits hereto. The above summary of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein in its entirety.
| Item 8.01 | Other Events. |
On August 30, 2011, the Company also announced that its Board of Directors approved a $25 million share repurchase program, which it intends to implement.
Reference is hereby made to the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 2.1 | Purchase Agreement dated as of August 30, 2011 by and among DG FastChannel, Inc., Limelight Networks, Inc. and Limelight Networks Germany GmbH. | |
| 99.1 | Limelight Networks, Inc. Press Release dated August 30, 2011 (furnished herewith). | |
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: September 6, 2011 | By: | /S/ PHILIP C. MAYNARD | ||||||
| Philip C. Maynard Senior Vice President, Chief Legal Officer and Secretary | ||||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 2.1 | Purchase Agreement dated as of August 30, 2011 by and among DG FastChannel, Inc., Limelight Networks, Inc. and Limelight Networks Germany GmbH. | |
| 99.1 | Limelight Networks, Inc. Press Release dated August 30, 2011 (furnished herewith). | |