UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
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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 22, 2021
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(Exact name of registrant as specified in its charter)
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Delaware | 000-50171 | 36-4415727 | |||||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
590 Madison Avenue, 35th Floor New York, New York | 10022 | ||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code (212) 484-4900 | |||||||||||
(Former Name or Former Address, if Changed Since Last Report) |
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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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Common Stock, $0.01 par value | TZOO | The NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed to correct a Current Report on Form 8-K filed by us on April 22, 2021 (the “Form 8-K”), which inadvertently omitted the disclosure set forth below under Item 2.02 of this Amendment. The sole purpose of this Amendment is to include such disclosure.
Item 2.02. Results of Operations and Financial Condition.
On April 22, 2021, Travelzoo (the “Company”) reported its first quarter 2021 financial results. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference.
Please note that following the publication of the press release and condensed consolidated statements of operations, the following accounting changes were made:
•On pages 1 and 2, the cash flow from operations amount was changed from $11.9 million to $9.1 million.
•On page 8, “accrued expenses and other” for 2021 was changed from $2,199 to (641) and the line item “proceeds from exercise of stock options, net of taxes for net share settlement” equal to (2,840) for 2021 was deleted from the heading “cash flows from financing activities”.
These changes reflect a decrease in cash flows from operating activities and a corresponding increase in cash flows from financing activities of $2.8 million due to a reclassification. Such reclassification did not materially change the overall results of operations previously published. For completeness, these changes were reflected in the press release and condensed consolidated statements of operations included in the Form 8-K and this Amendment.
The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. See Exhibit Index
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.
TRAVELZOO | |||||||||||
Date: | April 23, 2021 | By: | /s/ Lisa Su | ||||||||
Lisa Su Chief Accounting Officer |
EXHIBIT INDEX
Exhibit | Description | ||||
Press Release, dated April 22, 2021. |