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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 (Date of earliest event reported): August 2, 2007
LoopNet, Inc.
(Exact name of registrant as specified in its charter)
000-52026
(Commission File Number)
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Delaware
(State or other jurisdiction of
incorporation)
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77-0463987
(I.R.S. Employer Identification No.) |
LoopNet, Inc.
185 Berry Street, Suite 4000
San Francisco, CA 94107
(Address of principal executive offices, with zip code)
(415) 243-4200
(Registrants telephone number, including area code)
Not Applicable
(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 (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o 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 1.01. Entry into a Material Definitive Agreement.
The information required by Item 1.01 is included in Item 2.01 and is incorporated herein by
reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
August 2, 2007, the Company acquired all of the shares of capital stock (the
Acquisition) of Cityfeet.com Inc., a private company incorporated in Delaware (Cityfeet),
pursuant to a Stock Purchase Agreement (the Stock Purchase
Agreement), dated as of August 2,
2007, by and among the Company, the stockholders of Cityfeet, and Scripps Ventures II, LLC, as
Stockholder Representative.
The consideration paid in the Acquisition consisted of $15.0 million in cash and an earn-out
that could result in an additional $3.0 million in cash consideration. The Acquisition was funded
from the Companys working capital.
The description of the Stock Purchase Agreement contained herein is qualified in its entirety
by reference to the Stock Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On
August 2, 2007, the Company issued a press release regarding the Acquisition. The
full text of the press release (the Press Release) issued in connection with the announcement is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
The
Company held a conference call regarding the Acquisition on August 2, 2007.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits |
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2.1
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Stock Purchase Agreement. |
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99.1
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Press Release. |
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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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LoopNet, Inc.
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Date: August 3, 2007 |
By: |
Brent Stumme
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Brent Stumme |
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Chief Financial Officer and Senior Vice
President, Finance and Administration |
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