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 |
|
(Commission File No.) |
|
(I.R.S. Employer |
5808 Lake Washington Blvd. NE, Suite 300 |
|
98033 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants 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 Googles AdSense for Domains service on domain names owned by Rightside or certain of Rightsides 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 Googles policies, maintenance of service obligations and mutual indemnification provisions. Unlike the Prior Agreement, this Agreement no longer includes Googles Websearch service. The other changes in the Agreement consist of revisions to Googles 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 Companys Quarterly Report on Form 10-Q for the quarter ending September 30, 2014.
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 |