ELLI-8K-2013-09.30
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): October 31, 2013
ELLIE MAE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35140 | | 94-3288780 |
(Commission File Number) | | (IRS Employer Identification Number) |
4155 Hopyard Road, Suite 200
Pleasanton, California 94588
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (925) 227-7000
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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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On October 31, 2013, Ellie Mae, Inc. (“Ellie Mae”) announced its financial position and results of operations as of and for its third quarter ended September 30, 2013 in a press release that is attached hereto as Exhibit 99.1.
To supplement Ellie Mae's financial results presented on a U.S. GAAP basis, Ellie Mae's press release contains non-GAAP financial information, including adjusted net income, adjusted EBITDA and free cash flow. Ellie Mae believes that this non-GAAP presentation makes it easier for investors to compare current and historical periods' operating results and that it assists investors in comparing Ellie Mae's performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
The information in this Current Report on Form 8-K furnished pursuant to Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this Report.
Item 7.01 Regulation FD Disclosure.
On October 31, 2013, Ellie Mae issued a press release announcing that it had entered into an Asset Purchase Agreement to acquire substantially all the assets of ARG Interactive, LLC (dba MortgageCEO). The press release is attached hereto as Exhibit 99.2 and is incorporated by reference into this Item 7.01.
The information in this Current Report on Form 8-K furnished pursuant to Item 7.01, including Exhibit 99.2 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 7.01 of this Report.
Item 9.01 Financial Statements and Exhibits.
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| | Exhibit No. | | Description |
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| | 99.1 |
| | Press Release dated October 31, 2013. |
| | 99.2 |
| | Press Release, dated October 31, 2013, regarding the acquisition of substantially all the assets of ARG Interactive, LLC (dba MortgageCEO).
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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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Date: October 31, 2013 | | Ellie Mae, Inc. |
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| | By: /s/ Edgar A. Luce |
| | Edgar A. Luce |
| | Executive Vice President, Finance and Administration and Chief Financial Officer |
EXHIBIT INDEX
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| | Exhibit No. | | Description |
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| | 99.1 |
| | Press Release dated October 31, 2013. |
| | 99.2 |
| | Press Release, dated October 31, 2013, regarding the acquisition of substantially all the assets of ARG Interactive, LLC (dba MortgageCEO).
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