8-K 1 form8k.htm FORM 8-K FOR CRITEO S.A.


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): June 25, 2019 (June 19, 2019)


CRITEO S.A.
(Exact name of registrant as specified in its charter)


France
 
001-36153
 
Not Applicable
  
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
  
 
     
32, rue Blanche, Paris - France
 
75009
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: +33 14 040 2290
(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):


   
 ☐
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))

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on
which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share
 
CRTO
 
Nasdaq Global Select Market
Ordinary shares, nominal value €0.025 per share*
      
Nasdaq Global Select Market
*    Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐





   
ITEM 5.02
 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
    
On June 19, 2019, Mary Spilman resigned from her position as the Chief Operating Officer of Criteo S.A, (the “Company”) effective July 5, 2019.

ITEM 7.01
Regulation FD Disclosure.

On June 25, 2019, the Company issued a press release announcing the matters described in Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01
Financial Statements and Exhibits.
  
     
 
(d)
Exhibits
    
 
Exhibit
Number
  
Description
  



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.
 
 
       
 
 
  
CRITEO S.A.
Date: June 25, 2019
By:
 
/s/ Benoit Fouilland
 
Name:
 
Benoit Fouilland
 
Title:
 
Chief Financial Officer