UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 15, 2015
Spark Networks, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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001-32750 |
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20-8901733 |
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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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11150 Santa Monica Boulevard, Suite 600, Los Angeles, California |
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90025 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(310) 893-0550
(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 (see General Instruction A.2. below):
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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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Item 8.01 |
Other Events. |
On June 15, 2015, Gregory J. Franchina, Chief Information Officer, entered into an individual pre-arranged stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10b5-1 permits individuals who are not aware of material, non-public information at the time the plan is adopted to establish pre-arranged plans to buy or sell company stock. Using these plans, individuals can gradually diversify their investment portfolios over an extended period of time and better manage the exercise of stock options and the sale of shares. Mr. Franchina, as part of his individualized financial planning, entered into his plan to provide liquidity and investment diversification.
The plan contemplates the sale of shares of common stock of Spark Networks, Inc. to be acquired by Mr. Franchina upon the exercise of stock options, all of which expire in January 2016. The initial sales under Mr. Franchina’s plan are not scheduled to occur until at least thirty days after the plan was adopted. Up to a maximum of 203,472 shares are subject to sales under the plan.
Transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 pre-planned stock trading plans of directors and officers of the Company, nor to report modifications or terminations of the aforementioned plans or the plan of any other individual.
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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SPARK NETWORKS, INC. |
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Date: June 17, 2015 |
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By: |
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/s/ Robert W. O’Hare |
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Name: |
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Robert W. O’Hare |
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Title: |
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Chief Financial Officer |