-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T65QaC+pfwTLQGAaB5xuZxnnsiimM+fs1PsvtsyuLpmo/8P7mwdDvI/t32tqwYS+ mywVwqqHsleny941fXTXbQ== 0001171843-07-000515.txt : 20070920 0001171843-07-000515.hdr.sgml : 20070920 20070920085855 ACCESSION NUMBER: 0001171843-07-000515 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070920 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20070920 DATE AS OF CHANGE: 20070920 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCADOLIBRE INC CENTRAL INDEX KEY: 0001099590 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33647 FILM NUMBER: 071126004 BUSINESS ADDRESS: STREET 1: 4890 SUBSUELO 1430 BUENOS AIRES CITY: BUENOS AIRES ARGENTINA STATE: C1 8-K 1 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) September 17, 2007


MercadoLibre, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
333-142880
 
98-0212790
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
Tronador 4890, 8th Floor, Buenos Aires, Argentina
 
C1430DNN
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   011-54-11-5352-8000



________________________________________________________________________________
(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:
  [   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [   ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
  [   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

Election of New Directors

On September 20, 2007, MercadoLibre, Inc. (the "Company"), announced that the board of directors of the Company (the "Board") had increased the size of the Board to seven directors and elected Anton J. Levy and Veronica Allende Serra as new directors.

Mr. Levy was appointed as a Class I director and his initial term will expire after our annual meeting of stockholders in 2008. Mr. Levy was appointed to the Audit Committee of the Board and will serve as the Chairman of the Audit Committee. Mr. Levy is a Managing Director of General Atlantic LLC. General Atlantic purchased 3,000,000 shares (the "IPO Shares") of the Company's common stock ("Common Stock") in the Company's initial public offering (the "IPO") and is the beneficial owner of 3,936,140 shares of Common Stock. As contemplated by the Company's prospectus relating to the IPO, General Atlantic submitted Mr. Levy as a director nominee to the Board's Nominating and Corporate Governance Committee in connection with General Atlantic's purchase of the IPO Shares. We do not intend to provide any compensation to Mr. Levy for his service as a director.

Ms. Serra was appointed as a Class III director and her initial term will expire after our annual meeting of stockholders in 2010. Ms. Serra was appointed to the Compensation Committee of the Board and will serve as the Chairman of the Compensation Committee.

A copy of the Company's press release announcing the election of Mr. Levy and Ms. Serra is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Adoption of Compensation Plan for Outside Directors

On September 17, 2007, the Board, upon the recommendation of the Compensation Committee of the Board, adopted a compensation plan for outside directors, as defined by the Board. The Board's current outside directors are Emiliano Calemzuk and Ms. Serra. Under the terms of the plan, the outside directors will receive an annual cash retainer fee of $30,000 and an annual grant of restricted Common Stock ("Restricted Shares"). As of September 17, 2007, the Company awarded each of Mr. Calemzuk and Ms. Serra 1,000 Restricted Shares for their original grants. On the first anniversary of each director's respective original Restricted Shares grant date, each outside director will receive a grant of additional Restricted Shares having a value equal to $30,000, based on the closing sale price of the Common Stock on the prior trading day. On the second anniversary of each director's respective original Restricted Shares grant date, each outside director will receive a grant of additional Restricted Shares having a v alue equal to $40,000, based on the closing sale price of the Common Stock on the prior trading day. Each grant of Restricted Shares will vest twelve months following the grant date. Restricted Shares will be granted pursuant to the Company's Amended and Restated 1999 Stock Option and Restricted Stock Plan. The Company reimburses nonemployee directors for actual travel and out-of-pocket expenses incurred in connection with attending meetings of the Board and committees of the Board.

Item 7.01. Regulation FD Disclosure.

The disclosure contained in Item 5.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    Exhibit 99.1.       Press release dated September 20, 2007


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    MercadoLibre, Inc.
(Registrant)

September 20, 2007
(Date)
  /s/   NICOLAS SZEKASY
Nicolas Szekasy
Chief Financial Officer


  Exhibit Index
  99.1 Press release dated September 20, 2007






EX-99.1 2 newsrelease.htm PRESS RELEASE MercadoLibre, Inc. Appoints New Board Members

EXHIBIT 99.1

MercadoLibre, Inc. Appoints New Board Members

BUENOS AIRES, Argentina, Sept. 20, 2007 (PRIME NEWSWIRE) -- MercadoLibre, Inc. (Nasdaq:MELI) (http://www.mercadolibre.com) today announced the appointment of Anton J. Levy and Veronica Allende Serra as directors of the company. Mr. Levy was also appointed to the Audit Committee and will serve as Chairman of the Audit Committee and Ms. Serra was also appointed to the Compensation Committee and will serve as Chairman of the Compensation Committee.

Anton Levy is Managing Director of General Atlantic LLC, a global growth equity firm that recently invested in MercadoLibre. Veronica Allende Serra is a Founding Partner of Pacific Advisors.

"We are very pleased that Anton and Veronica are joining MercadoLibre's Board of Directors," said Marcos Galperin, MercadoLibre's President and CEO. "Their extensive strategic, financial and multinational experience will be an extraordinary complement to our Board and they will provide valuable insights into our business and the strategic direction of our company."

The Board determined that Mr. Levy and Ms. Serra are both independent directors. The Board is now comprised of a total of seven directors, five of whom we consider to be independent.

Anton J. Levy

Anton J. Levy is a Managing Director at General Atlantic, where he has worked since 1998. Mr. Levy heads General Atlantic's Media and Consumer sector. Mr. Levy has worked closely with many of General Atlantic's portfolio companies and is currently on the Board of Directors of several portfolio companies including AKQA, Dice (DHX), Network Solutions and Webloyalty. He formerly served on the board of Zantaz Corporation.

Prior to joining General Atlantic in 1998, Mr. Levy was an investment banker with Morgan Stanley & Co. where he worked with the firm's technology clients. Mr. Levy is involved in a number of educational and non-profit organizations including serving on the board of directors of Streetwise Partners. Mr. Levy received a B.S. from the University of Virginia, with degrees in Finance and Computer Science, and his M.B.A. from Columbia University Graduate School of Business, graduating both with highest honors.

Veronica Allende Serra

Veronica Allende Serra is Founding Partner of Pacific Advisors where she advises funds and corporations in their acquisitions and strategy. Between 1998-2001, she ran the office for Latin American Investments for International Real Returns LLC, a holding of global investments with US$600M under management who's principal capital was from the shareholders of Lazard Freres. Veronica has already invested in over a dozen companies in the United States and Latin America. She was an advisor and investor of Patagon, an on-line brokerage and bank that was sold to Banco Santander in the year 2000. Veronica is a member of the advisory board of Endeavor Brazil and of the International Advisory Board of Endeavor Global. Between 1997-1998, she was Vice President and Assistant to the CEO of Leucadia National Corporation, an investment holding company with a market cap over US$ 10 billion based in New York, NY. Veronica has an MBA from Harvard Business School and a Law degree from the University of Sao Paulo - USP. She als o holds an Art and Advertising degree from the Escola Panamericana de Arte.

About MercadoLibre

MercadoLibre is the largest online trading platform in Latin America. We are market leaders in e-commerce in each of Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru, Uruguay and Venezuela, based on unique visitors and page views during 2006. Additionally, we have recently launched online trading platforms in Costa Rica, the Dominican Republic and Panama. With a market of over 550 million people and a region with one of the world's fastest-growing Internet penetration rates, we provide buyers and sellers a robust online trading environment that fosters the development of a large and growing e-commerce community. We offer a technological and commercial solution that addresses the distinctive cultural and geographic challenges of operating an online trading platform in Latin America.

The MercadoLibre, Inc. logo is available at http://www.primenewswire.com/newsroom/prs/?pkgid=4193

Forward-Looking Statements

Any statements contained in this press release that are not statements of historical fact, including statements about the company's beliefs and expectations, are forward-looking statements and should be evaluated as such. Such forward-looking statements reflect, among other things, the company's current expectations, plans, projections and strategies, anticipated financial results, future events and financial trends affecting the company's business, all of which are subject to known or unknown risk and uncertainties that may cause the company's actual results to differ materially from those expressed or implied by these forward-looking statements, including general market conditions, the failure of customary closing conditions, adverse changes in the company's markets and other risks disclosed in the prospectus. Because of the risks, uncertainties and assumptions, investors should not place undue reliance on any forward-looking statements.

MELI-G

CONTACT: MercadoLibre, Inc.
         Investor Relations contact:
         Pedro Arnt
           pedro@mercadolibre.com
         Investor Relations website:
           http://investor.mercadolibre.com
         Media Relations contact:
         Lorena Diaz Quijano
           (54.11) 5352-8026
           lorena.diazquijano@mercadolibre.com
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