-----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, TUUiA+1C4+DCRKzo2CYJVDwjfzNEOjqkbeUGUXYGttCnaamkfbdQJQZoUWpEddOe D5H26pUskZM6yXhYe8HcRw== 0001193125-08-000951.txt : 20080103 0001193125-08-000951.hdr.sgml : 20080103 20080103161644 ACCESSION NUMBER: 0001193125-08-000951 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071227 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080103 DATE AS OF CHANGE: 20080103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERCADOLIBRE INC CENTRAL INDEX KEY: 0001099590 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33647 FILM NUMBER: 08506679 BUSINESS ADDRESS: STREET 1: 4890 SUBSUELO 1430 BUENOS AIRES CITY: BUENOS AIRES ARGENTINA STATE: C1 ZIP: 00000 BUSINESS PHONE: 000-000-0000 8-K 1 d8k.htm FORM 8-K Form 8-K

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): (December 27, 2007)

 


MercadoLibre, Inc.

(Exact name of registrant as specified in its charter)

 


 

Delaware   001-33647   98-0212790

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

Tronador 4890, 8th Floor

Buenos Aries, C1430DNN, Argentina

(Address and zip code of principal executive offices)

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

 


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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 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 1.01. Entry Info a Material Definitive Agreement.

On December 27, 2007, MercadoLibre, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Agreement”) with 2050 Capital Group Inc., a Panama corporation, Abax Group Inc., a Panama corporation, Gabinete De Diseño Industrial Inc., a Panama corporation, Stamford One Group Ltd., a British Virgin Islands limited company, EO Financial Group Inc., a Panama corporation, Meck Investments Ltd., a British Virgin Islands limited company, CG Interventures Inc., a Panama corporation, Luis Carlos Uzcategui, an individual, Luis Miguel Molina, an individual, Roberto Rivas, an individual, Jorge Caldas, an individual, and CMG Classified Media Group, Inc., a company organized under the laws of the Republic of Panama (“CMG,” and together with the other parties to the Agreement (other than the Company), the “Sellers”), pursuant to which the Company has agreed to acquire from the Sellers 100% of the issued and outstanding shares of capital stock of CMG, and 100% of the issued and outstanding shares of capital stock of CMG’s subsidiaries (the “Transaction”). CMG and its subsidiaries operate an online classified advertisements platform primarily dedicated to the sale of automobiles (at www.tucarro.com) in Colombia, Venezuela and Puerto Rico and real estate (at www.tuinmueble.com) in Venezuela, Colombia, Panama, the United States, Costa Rica and the Canary Islands. The purchase price for the shares of CMG and its subsidiaries is $19,000,000, subject to certain escrows and a working capital adjustment.

The Company and the Sellers have made customary representations, warranties and covenants in the Agreement, including, among others, a grant to the Company of an exclusive right to consummate the Transaction until the closing of the Transaction (the “Closing”) or until the Agreement is terminated. In addition, each of the management shareholders and the Sellers has agreed to enter into certain non-compete agreements with the Company at Closing. The Transaction is also subject to various closing conditions, including, among other things, the continued accuracy at Closing of the Sellers’ representations and warranties made in the Agreement and we cannot assure you that the Company will complete the Transaction on the terms described, or at all.

A break-up fee in the amount of $2,000,000 will be payable by the Company or the Sellers, as the case may be, if the Company or the Sellers fail to complete the Transaction for reasons directly attributable to that party, and such payment shall be the sole remedy for such termination under the Agreement.

 

2


SIGNATURE

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.

 

    MERCADOLIBRE, INC.
    (Registrant)
Date: January 3, 2008   By:  

/s/ Nicolas Szekasy

    Nicolas Szekasy
    Chief Financial Officer
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