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) May 24,
2021
AutoWeb, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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1-34761
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33-0711569
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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400 North Ashley Drive, Suite 300
Tampa, Florida 33602-4314
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(Address
of principal executive offices) (Zip Code)
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(949) 225-4500
Registrant’s
telephone number, including area code
(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:
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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AUTO
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The Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company
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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.
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On May
24, 2021, AutoWeb, Inc., a Delaware corporation
(“AutoWeb” or
“Company”),
received written notice from Direct Dealer LLC dba FordDirect
(“FordDirect”)
that FordDirect has decided to suspend its new vehicle lead
marketing program for the near future. As a result, FordDirect
notified AutoWeb that FordDirect is terminating effective September
30, 2021 the new vehicle leads portion of the Lead Agreement
(“Lead
Agreement”), dated December 1, 2020, between AutoWeb
and FordDirect. The used vehicle portion of the Lead Agreement will
remain in place pursuant to the terms of the Lead Agreement. The
expiration date of the Lead Agreement is November 31, 2021 and
either party may terminate it in whole or in part with 120 days
prior written notice.
The
Lead Agreement provides for the sale of new and used vehicle leads
to FordDirect for redistribution or resale to FordDirect’s
retail franchise dealers. In the first quarter of 2021, FordDirect
new vehicle leads accounted for approximately 7% of total revenues
and accounts receivable reported for AutoWeb. Leading up to the
termination of the new vehicle leads portion of the Lead Agreement
on September 30, 2021, AutoWeb anticipates it will transition
FordDirect’s retail franchise dealers out of AutoWeb’s
OEM program and begin signing the network of dealers into
AutoWeb’s retail program.
The
statements contained in this Current Report on Form 8-K that are
not historical facts are forward-looking statements under the
federal securities laws. Words such as “anticipates,”
“could,” “may,” “estimates,”
“expects,” “projects,”
“intends,” “pending,” “plans,”
“believes,” “will” and words of similar
substance, or the negative of those words, used in connection with
any discussion of future operations or financial performance
identify forward-looking statements. In particular, statements
regarding expectations and opportunities, new product expectations
and capabilities, projections, statements regarding future events,
and our outlook regarding our performance and growth are
forward-looking statements. These forward-looking statements,
including, that the Company anticipates it will transition
FordDirect’s retail franchise dealers out of AutoWeb’s
OEM program and begin signing the network of dealers into
AutoWeb’s retail program, are not guarantees of future
performance and involve assumptions and risks and uncertainties
that are difficult to predict. Actual outcomes and results may
differ materially from what is expressed in, or implied by, these
forward-looking statements. AutoWeb undertakes no obligation to
update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. Among the important
factors that could cause actual results to differ materially from
those expressed in, or implied by, the forward-looking statements
are the responses of federal and state government to the COVID-19
pandemic; the willingness of dealers to enter into AutoWeb’s
retail program; changes in general economic conditions; the
financial condition of automobile manufacturers and dealers;
disruptions in automobile production; changes in fuel prices; the
economic impact of terrorist attacks, political revolutions or
military actions; failure of our internet security measures; dealer
attrition; pressure on dealer fees; increased or unexpected
competition; the failure of new products and services to meet
expectations; failure to retain key employees or attract and
integrate new employees; actual costs and expenses exceeding
charges taken by AutoWeb; changes in laws and regulations; costs of
legal matters, including, defending lawsuits and undertaking
investigations and related matters; and other matters disclosed in
AutoWeb’s filings with the Securities and Exchange
Commission. Investors are strongly encouraged to review the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2020 and other filings with the Securities and
Exchange Commission for a discussion of risks and uncertainties
that could affect the business, operating results or financial
condition of AutoWeb and the market price of the Company’s
stock.
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:
May 28, 2021
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AUTOWEB,
INC.
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By:
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/s/Glenn
E. Fuller
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Glenn
E. Fuller,
Executive
Vice President, Chief Legal Officer and Secretary
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