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
THE ACTIVE NETWORK, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35187 | 33-0884962 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 10182 Telesis Court, Suite 100 San Diego, California |
92121 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(858) 964-3800
(Registrant’s telephone number, including area code)
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):
| ¨ | 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 7.01 | Regulation FD Disclosure |
On August 30, 2011, The Active Network, Inc. (“Active”) issued a press release announcing the appointment of Darko Dejanovic in the newly-created role of Chief Technology, Product and Innovation Officer. A copy of the press release is furnished with this report as Exhibit 99.1.
Limitation of Incorporation by Reference
In accordance with General Instruction B.2. of Form 8-K, this information, including Exhibit 99.1, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report on Form 8-K will not be deemed an admission as to the materiality of any information that is required to be disclosed solely by Regulation FD.
Forward-Looking Statements
This Current Report on Form 8-K and the press release include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Important factors that could impair Active’s operating performance include, without limitation, Active’s ability to attract new customers and deepen relationships with existing customers; transition existing customers to ActiveWorks; develop a scalable, high performance technology infrastructure that can securely, efficiently and reliably handle increased usage globally; continue to manage and successfully integrate acquired businesses, applications and technologies; continue to build and support online communities and applications for activity and event participants; successfully introduce and deploy new features and functionality; and successfully expand our business outside of North America. More detailed information about Active’s risks are disclosed in the “Risk Factors” section contained in Active’s final prospectus filed pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, and other periodic reports filed with the Securities and Exchange Commission. All forward-looking statements are expressly qualified in their entirety by such factors. We do not undertake any duty to update any forward-looking statement except as required by law.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated August 30, 2011. | |
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.
| THE ACTIVE NETWORK, INC. | ||||
| Date: August 30, 2011 | /s/ Scott Mendel | |||
| Scott Mendel | ||||
| Chief Financial Officer | ||||
| (principal financial and | ||||
| accounting officer) | ||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated August 30, 2011. | |