UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________
FORM 10-K/A
(Amendment No. 1)
__________________________________________________
|
| | |
| (Mark One) | | |
| ý | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2012 |
| or |
| o | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from to |
Commission file number 001-35048
DEMAND MEDIA, INC.
(Exact name of registrant as specified in its charter)
|
| | |
Delaware (State or other jurisdiction of incorporation or organization) | | 20-4731239 (I.R.S. Employer Identification Number) |
1299 Ocean Avenue, Suite 500 Santa Monica, CA (Address of principal executive offices) | | 90401 (Zip Code) |
(310) 394-6400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
| | |
| | | |
| (Title of each class) | | (Name of each exchange on which registered) |
| Common Stock, $0.0001 par value | | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None.
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
|
| | | | | | |
Large accelerated filer o | | Accelerated filer þ | | Non-accelerated filer o (Do not check if a smaller reporting company) | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of June 30, 2012, the aggregate market value of the registrant's common stock, $0.0001 par value, held by non-affiliates of the registrant was approximately $413 million (based upon the closing sale price of the common stock on that date on the New York Stock Exchange).
As of February 27, 2013, there were 86,764,090 shares of the common stock, $0.0001 par value, outstanding.
Documents Incorporated by Reference
Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant's Proxy Statement for its 2013 Annual Meeting of Stockholders to be held on June 11, 2013.
EXPLANATORY NOTE
This Amendment No. 1 (the “Amendment”) amends our Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2012, which was originally filed with the Securities and Exchange Commission on March 5, 2013 (the “Original Filing”). The Amendment is being filed solely to correct errors in the XBRL (eXtensible Business Reporting Language) Interactive Data File tagging set forth on Exhibit 101 to the Original Filing, by furnishing a revised Exhibit 101 in accordance with Rule 405 of Regulation S-T. The errors were related to the following data that was omitted from the Balance Sheet parenthetical table for XBRL tagging purposes for the year ended December 31, 2012: par value, shares authorized, shares issued, shares outstanding and treasury stock at cost.
No other changes have been made to the Form 10-K other than the furnishing of the revised Exhibit 101 described above. This Amendment speaks as of the Original Filing date, does not reflect subsequent events occurring after the Original Filing date of the Form 10-K and does not modify or update in any way disclosures made in the original Form 10-K.
PART IV
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
| | |
| Exhibit No. | | Description of Exhibit |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.1 | | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 32.2 | | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) |
| 101.INS | | XBRL Instance Document* |
| 101.SCH | | XBRL Taxonomy Extension Schema Document* |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document* |
| | | |
| | | * Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| | |
| | DEMAND MEDIA, INC. |
| | By: | /s/ RICHARD M. ROSENBLATT |
| | | Richard M. Rosenblatt Chairman and Chief Executive Officer |
| | | |
| | By: | /s/ MEL TANG |
| | | Mel Tang Chief Financial Officer |
Date: March 11, 2013
