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
October 30, 2019
Date of Report (Date of earliest event reported)
CRITEO S.A.
(Exact name of registrant as specified in its charter)
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| France | | 001-36153 | | Not Applicable |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| 32, rue Blanche | Paris | France | | 75009 |
| (Address of principal executive offices) | | | | (Zip Code) |
+33 14 040 2290
Registrant’s telephone number, including area code
(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: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. c
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| ITEM 2.02 | Results of Operations and Financial Condition |
On October 30, 2019, Criteo S.A. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2019. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.
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| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) Compensatory Arrangements of Certain Officers
As previously disclosed, effective July 26, 2019, the Company and Mr. Dan Teodosiu mutually agreed that Mr. Teodosiu would step down from his role as Chief Technology Officer and separate from employment as of September 30, 2019. Also as previously disclosed, as part of the mutually agreed separation, the Company and Mr. Teodosiu agreed that Mr. Teodosiu would become entitled to receive (i) a legal and mutual agreement indemnity equal to €184,350 ($208,297.99 based on the Euro/U.S.$ exchange rate of 1.13 as of June 30, 2019), as required pursuant to French law, and (ii) acceleration of a previously agreed upon retention bonus equal to €200,000 ($225,981 based on the Euro/U.S.$ exchange rate of 1.13 as of June 30, 2019).
Effective October 24, 2019, the Company and Mr. Teodosiu entered into a settlement agreement, pursuant to which the Company agreed, as a final and irrevocable settlement and waiver of all disputes relating to the termination of his employment with the Company, to provide to Mr. Teodosiu an additional severance equal to €428,249.38 in the aggregate ($476,555.91 based on the Euro/U.S.$ exchange rate of 1.1128 as of October 24, 2019).
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| ITEM 9.01 | Financial Statements and Exhibits. |
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Exhibit Number | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | | Criteo S.A. |
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| Date: October 30, 2019 | By: | /s/ Benoit Fouilland |
| | Name: | Benoit Fouilland |
| | Title: | Chief Financial Officer |
