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: November 6, 2014
MILLENNIAL MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-35478 | | | | 20-5087192 |
(Commission File No.) | | | | (IRS Employer Identification No.) |
2400 Boston Street, Suite 201
Baltimore, MD 21224
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (410) 522-8705
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2014, Millennial Media, Inc. (the “Company” or “Millennial”) issued a press release announcing its financial results for the third quarter ended September 30, 2014. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including the attached 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 liability of that section, nor shall it be deemed to be incorporated by reference into any of the Company’s filings with the Securities and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such a filing, except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K and the materials incorporated by reference herein include “forward-looking statements” including, without limitation, statements regarding the proposed acquisition of Nexage, Inc. and the integration of Nexage’s business with that of Millennial, anticipated reach, capabilities and opportunities, and other statements about future operations and financial results that are subject to risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions and other statements contained in these materials that are not historical facts. These statements are sometimes identified by words and phrases such as “will,” “may,” “expect,” “to be,” or words or phrases of similar meaning. As a result of the ultimate outcome of such risks and uncertainties, Millennial’s actual results could differ materially from those anticipated in these forward-looking statements. These statements are based on Millennial’s current beliefs and expectations, and there are a number of important factors that could cause the actual results or outcomes to differ materially from those indicated by these forward-looking statements, including, without limitation, whether the proposed acquisition is completed in a timely manner, if at all; the satisfaction of conditions to completing the transaction, including the ability to secure approval by Millennial’s stockholders of the issuance of shares in connection with the proposed acquisition; the ability of Millennial to successfully integrate Nexage’s business if the acquisition is completed; disruption from the transaction making it more difficult to maintain relationships with clients, suppliers or employees; risks related to the successful offering of the combined company’s products and services; the risk that the anticipated benefits of the acquisition may not be realized; and other risks that may impact Millennial’s business. Other risk factors are set forth under the caption “Risk Factors,” in the definitive proxy statement filed with the SEC on October 31, 2014 and in Millennial’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on August 11, 2014, which are available on a website maintained by the SEC at www.sec.gov. Millennial expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein as a result of new information, future events or otherwise.
Additional Information about the Proposed Acquisition and Where You Can Find It
Millennial has filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) relating to a solicitation of proxies from its stockholders in connection with a special meeting of stockholders of Millennial to be held for the purpose of voting on the issuance of the shares of Millennial common stock to be issued in connection with the proposed acquisition (the “Shares”). BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE ISSUANCE OF THE SHARES CONTEMPLATED BY THE PROPOSED ACQUISITION, MILLENNIAL SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The proxy statement and other relevant materials, and any other documents filed by Millennial with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, stockholders of Millennial may obtain free copies of the documents filed with the SEC by contacting Millennial’s Investor Relations department at (410) 522-8705, or Investor Relations, Millennial Media, Inc., 2400 Boston Street, Suite 201, Baltimore, Maryland 21224. You may also read and copy any reports, statements and other information filed by Millennial with the SEC at the SEC public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.
Millennial and its executive officers and directors may be deemed to be participants in the solicitation of proxies from the stockholders of Millennial in favor of the proposed transaction. A list of the names of Millennial’s executive officers and directors, and a description of their respective interests in Millennial, are set forth in the definitive proxy statement, which was filed with the SEC on October 31, 2014, and in any documents subsequently filed by its directors and executive officers under the Securities and Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
99.1 | | Press release, dated November 6, 2014. |
2
