8-K 2014-09-08

0001477200-14-000103.txt : 20140908 0001477200-14-000103.hdr.sgml : 20140908 20140908162045 ACCESSION NUMBER: 0001477200-14-000103 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140904 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140908 DATE AS OF CHANGE: 20140908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Rocket Fuel Inc. CENTRAL INDEX KEY: 0001477200 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 300472319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36071 FILM NUMBER: 141091219 BUSINESS ADDRESS: STREET 1: 350 MARINE PARKWAY STREET 2: SUITE 220 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 650-595-1300 MAIL ADDRESS: STREET 1: 350 MARINE PARKWAY STREET 2: SUITE 220 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Rocket Fuel, Inc. DATE OF NAME CHANGE: 20091119 8-K 1 a8-k2014x09x08.htm 8-K 8-K 2014-09-08

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 4, 2014

Rocket Fuel Inc.

(Exact name of registrant as specified in its charter)



Delaware	001-36071	30-0472319
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Seaport Blvd.

Redwood City, CA 94063

(Address of principal executive offices, including zip code)

(650) 595-1300

(Registrant’s telephone number, including area code)

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

(b) and (c)

On September 8, 2014, Rocket Fuel Inc. (the “Company”) announced that J. Peter Bardwick, its Chief Financial Officer, has given notice of his intention to resign as CFO to pursue other opportunities closer to his home and family. Mr. Bardwick will continue to serve as CFO through the end of the Company's third fiscal quarter ending September 30, 2014 and will continue with the Company in a consulting capacity thereafter.

Beginning on October 1, 2014, Ms. Bela Pandya, the Company's Vice President of Finance, will serve as interim CFO until a permanent replacement has been hired. Ms. Pandya, who is 44, will also serve as principal financial officer and principal accounting officer for the Company. Ms. Pandya joined Rocket Fuel in 2013 as Vice President of Finance. From 2004 to 2013, Ms. Pandya was with Quinstreet, Inc., an online marketing company, where she served in various positions, including assistant controller from 2008 to 201, and controller from 2011 to 2013.

Item 7.01 Regulation FD Disclosure

The Company issued a press release, dated September 8, 2014, regarding the CFO transition. In the press release, the Company also reaffirmed the financial guidance for the third quarter and full year of 2014 that it provided on its second quarter earnings call on August 5, 2014. The press release is furnished herewith as Exhibit 99.1.

The information set forth under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description



99.1	Press release announcing CFO transition and reaffirmation of guidance dated September 8, 2014

SIGNATURES

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.



		ROCKET FUEL INC.

		By: /s/ J. PETER BARDWICK
		J. Peter Bardwick Chief Financial Officer (Principal Financial and Accounting Officer)

Date: September 8, 2014

EXHIBIT INDEX

Exhibit No. Description



99.1	Press release announcing CFO transition and reaffirmation of guidance dated September 8, 2014

EX-99.1 2 a9912014-09x08pressrelease.htm EXHIBIT 99.1 2014-09-08 PressRelease

Rocket Fuel Announces CFO Transition and Reaffirms Prior Guidance for the Third Quarter and Full Year 2014

REDWOOD CITY, California - September 8, 2014 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading provider of artificial intelligence (AI) advertising solutions for digital marketers, announced today that J. Peter Bardwick, Chief Financial Officer, has given notice of his intention to resign as CFO to pursue other opportunities closer to his home and family. Mr. Bardwick will continue to serve as CFO until the end of the Company’s third fiscal quarter of 2014 and will continue with Rocket Fuel in a consulting capacity thereafter. Beginning on October 1, 2014, Ms. Bela Pandya, the Company’s Vice President of Finance, will serve as interim CFO until a permanent replacement has been hired. The Company has engaged a recruiting firm to assist in the search for CFO candidates.

“We would like to thank Peter for his contributions to Rocket Fuel’s exceptional growth and for helping to build a strong finance organization,” said George John, Chairman and CEO.

“On behalf of the Board of Directors, I would like to thank Peter for his dedication and stewardship of Rocket Fuel’s financial team through an IPO, a follow-on offering and its first major acquisition,” said Ronald Codd, Director and Chairman of the Audit Committee.

Mr. Bardwick stated, “It has been a personal and professional privilege to work with Rocket Fuel’s extraordinary team and I’m pleased to continue to contribute by assisting with the CFO transition.”

Rocket Fuel also reaffirmed the financial guidance for the third quarter and full year of 2014 that it provided on its second quarter earnings call on August 5, 2014.

About Rocket Fuel

Rocket Fuel delivers a leading programmatic media-buying platform at Big Data scale that harnesses the power of artificial intelligence (AI) to improve marketing ROI in digital media across web, mobile, video, and social channels. Rocket Fuel powers digital advertising and marketing programs globally for customers in North America, Europe, and Japan. Customers trust Rocket Fuel's Advertising That Learns® platform to achieve brand and direct-response objectives in diverse industries from luxury cars to financial services to retail. Rocket Fuel, a GSA approved vendor, currently operates in more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol "FUEL." For more information, please visit http://www.rocketfuel.com or call 1-888-717-8873.

Rocket Fuel and Advertising That Learns are trademarks or registered trademarks of Rocket Fuel Inc. in the United States and other countries.

Investor Relations:

Alex Wellins

The Blueshirt Group

(415) 217-5861

ir@rocketfuel.com

Forward-Looking Statements

This press release contains “forward-looking statements” regarding the Company’s business and financial results. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from the results anticipated by such statements, including, without limitation, the Company’s limited operating history, particularly as a relatively new public company; risks associated with the Company’s growth, particularly outside of the U.S.; failure to achieve expected synergies and efficiencies of operations between the Company and [x+1]; the ability of the Company and [x+1] to successfully integrate their respective market opportunities, technologies, products, personnel and operations; the failure of the Company to timely develop and achieve market acceptance of combined products and services; the loss of any key [x+1] customers; the ability to coordinate strategy and resources between the Company and [x+1]; the Company’s potential failure to make the right investment decisions in its offerings and technology platform; the Company’s inability to access inventory on private exchanges; fluctuations in the Company’s operating results; the failure to release new services that improve the quality of available advertising inventory; and general market, political, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by the forward-looking statements can be found under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2014 and in the Company’s subsequent filings with the SEC. These forward-looking statements are made as of the date of this press release, and Rocket Fuel expressly disclaims any obligation or undertaking to update the forward-looking statements contained herein to reflect events that occur or circumstances that exist after the date on which the statements were made.