UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 26, 2017
Date of Report (Date of earliest event reported)
Cars.com Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37869 | 81-3693660 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
300 S. Riverside Plaza
Chicago, Illinois 60606
(Address of principal executive offices)
(312)601-5000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2-(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(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 Rule12b-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. ☒
Item 2.02. Results of Operations and Financial Condition.
On June 26, 2017, Cars.com Inc. (the “Company”) posted a presentation to the Investor Relations section of its website containing certain historical key operating metrics, including certain financial results, on a quarterly basis for fiscal years 2015 and 2016. The information used to determine certain of the historical financial results and key operating metrics is included in the Company’s registration statement on Form 10, dated May 16, 2017, and incorporated by reference herein. A copy of the Presentation of Certain Historical Financial and Key Operating Metric Information is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
The information contained in Item 2.02 is hereby incorporated by reference herein.
The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information in this Item 7.01 or Exhibit 99.1 is material information that is not otherwise publicly available. The Company undertakes no obligation to update, supplement or amend the presentation attached hereto as Exhibit 99.1 or any of the information contained therein.
The information contained in this Current Report on Form8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and Item 7.01 of Form8-K and 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 of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Exhibit | |
| 99.1 | Presentation of Certain Historical Financial and Key Operating Metric Information | |
SIGNATURE
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.
| Cars.com Inc. | ||||||
| Date: June 26, 2017 | By: | /s/Becky A. Sheehan | ||||
| Becky A. Sheehan | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
Exhibit | Exhibit | |
| 99.1 | Presentation of Certain Historical Financial and Key Operating Metric Information | |
