Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - MOVE INC | v57351exv99w1.htm |
EX-10.1 - EX-10.1 - MOVE INC | v57351exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 10, 2010
Move, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) |
000-26659 (Commission File Number) |
95-4438337 (IRS Employer Identification No.) |
910 East Hamilton Avenue
Campbell, California 95008
(Address of principal executive offices)
(Zip Code)
Campbell, California 95008
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (408) 558-3700
(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)) |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On September 10, 2010, RealSelect, Inc. (RealSelect), a wholly owned subsidiary of Move, Inc.
(the Company), and Realtors Information Network, Inc.(RIN), a wholly-owned subsidiary of the
National Association of REALTORS (the NAR), entered into an amendment (the Amendment) of the
Operating Agreement entered into by and between them on November 26, 1996 (the Operating
Agreement). The Operating Agreement is listed in the Companys annual report on Form 10-K for the
2009 fiscal year (filed on March 5, 2010), as entry no. 10.01.1 of Item 15 Exhibits and
Financial Statement Schedules. RealSelect operates the REALTOR.com® website (the Site) pursuant
to the Operating Agreement. The Amendment is effective as of September 10, 2010.
The Companys relationship with the NAR extends beyond the Operating Agreement and its primary
subject matter, the REALTOR.com® website: the NAR, as indicated in the Companys Proxy Statement
filed April 28, 2010, is a holder of common stock in the Company and is the holder of the Companys
sole share of Series A preferred stock; it has the right to name one of the Companys directors;
and it is important in the context of certain risk factors as disclosed in the Companys annual
report on Form 10-K for the 2009 fiscal year (filed on March 5, 2010) and in each of the Companys
subsequent quarterly reports on Form 10-Q.
The Amendment is one result of the proceedings and discussions related to the Operating Agreement
that the Company disclosed in its quarterly report on Form 10-Q for the quarter ended June 30, 2010
(filed on August 6, 2010), under NAR relationship in Item 1A (Risk Factors) Risks Related to
our Business. The Amendment provides that RealSelect may make changes to the features, designs and
layout of the Site without needing the prior approval of RIN, subject to certain exceptions. The
Amendment further provides for greater discretion in RealSelect with respect to content additions
and establishes certain mutual cooperation and discretionary approval processes regarding new or
additional content possibilities.
The foregoing summary is qualified in its entirety by the full text of the Amendment attached as
Exhibit 10.1 to this current report. The Company has also attached, as Exhibit 99.1 to this
current report, a press release issued on September 16, 2010, by the Company and the NAR regarding
the Amendment.
Table of Contents
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
10.1 | Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and RealSelect, Inc. | ||
99.1 | Press Release issued by Move, Inc. on September 16, 2010, regarding the Amendment dated September 10, 2010, to the Operating Agreement by and between Realtors Information Network, Inc. and RealSelect, Inc. |
Table of Contents
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.
MOVE, INC. |
||||
Date: September 16, 2010 | By: | /s/ James S. Caulfield | ||
James S. Caulfield | ||||
Executive Vice President, General Counsel and Secretary | ||||
Table of Contents
EXHIBIT INDEX
Exhibit Number | Description | |||
10.1 | Amendment dated September 10, 2010, to the
Operating Agreement by and between Realtors
Information Network, Inc. and RealSelect, Inc.* |
|||
* Portions of this document/exhibit have been
redacted pursuant to an application submitted to
the U.S. Securities and Exchange Commission
requesting confidential treatment of the omitted
portions; such omitted portions have been filed
separately with the Commission. |
||||
99.1 | Press Release issued by Move, Inc. and the NAR on
September 16, 2010, regarding the Amendment dated
September 10, 2010, to the Operating Agreement by
and between Realtors Information Network, Inc.
and RealSelect, Inc. |