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 20, 2014

 


 

RIGHTSIDE GROUP, LTD.

(Exact name of Registrant as specified in its charter)

 


 

Delaware

 

001-36262

 

32-0415537

(State or other jurisdiction
of incorporation)

 

(Commission File No.)

 

(I.R.S. Employer
Identification No.)

 

5808 Lake Washington Blvd. NE, Suite 300
Kirkland, Washington

 

98033

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (425) 298-2500

 

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:

 

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.

 

On August 20, 2014, Rightside Group, Ltd. (“Rightside”) and Google Inc. (“Google”) entered into the Google Services Agreement (the “Agreement”), effective as of August 1, 2014.  The Agreement replaces in its entirety the current Google Services Agreement (the “Prior Agreement”) between Google Inc. and Demand Media, Inc. (“Demand Media”), which was assigned to Rightside Operating Co., a wholly owned subsidiary of Rightside, prior to the separation of Rightside from Demand Media on August 1, 2014.  The Prior Agreement became effective as of September 1, 2012 and expires according to its terms on August 31, 2014.

 

Under the Agreement, Rightside may implement advertising links provided by Google’s AdSense for Domains service on domain names owned by Rightside or certain of Rightside’s customers with which Rightside has revenue sharing arrangements.  Pursuant to the terms of the Agreement, Rightside will generate revenues when consumers click through listings to or otherwise view Google advertisers’ advertisements.

 

In general, the material terms of the Agreement are substantially similar to the Prior Agreement, including compliance with Google’s policies, maintenance of service obligations and mutual indemnification provisions.  Unlike the Prior Agreement, this Agreement no longer includes Google’s Websearch service.  The other changes in the Agreement consist of revisions to Google’s form of service agreement, minor changes to the legal terms of the Agreement, and updates to reflect changes in the relationship between Rightside and Google since the Prior Agreement was executed with Demand Media in 2012.  The Agreement has a term of two years and contains customary termination provisions.

 

The foregoing description is a summary and does not purport to be a complete description of the Agreement and is qualified in its entirety by reference to the Agreement which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2014.

 

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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.

 

Date: August 26, 2014

RIGHTSIDE GROUP, LTD.

 

 

 

 

 

 

 

By:

/s/ Taryn J. Naidu

 

 

Taryn J. Naidu

 

 

Chief Executive Officer

 

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