-----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, H4a+1Bge7juqeYgkjeRTbR5Az1Hsu3XiXkYuWW++5h2FYaesFFYbpYMY5lIGFM2F fNpKGno7PjHxJ1f12ZEB8w== 0001354488-11-000562.txt : 20110222 0001354488-11-000562.hdr.sgml : 20110221 20110222090200 ACCESSION NUMBER: 0001354488-11-000562 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110222 DATE AS OF CHANGE: 20110222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INUVO, INC. CENTRAL INDEX KEY: 0000829323 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 870450450 STATE OF INCORPORATION: NV FISCAL YEAR END: 1210 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32442 FILM NUMBER: 11626621 BUSINESS ADDRESS: STREET 1: 15550 LIGHTWAVE DRIVE STREET 2: THIRD FLOOR CITY: CLEARWATER STATE: FL ZIP: 33761 BUSINESS PHONE: 727-324-0046 MAIL ADDRESS: STREET 1: 15550 LIGHTWAVE DRIVE STREET 2: THIRD FLOOR CITY: CLEARWATER STATE: FL ZIP: 33761 FORMER COMPANY: FORMER CONFORMED NAME: KOWABUNGA! INC. DATE OF NAME CHANGE: 20081106 FORMER COMPANY: FORMER CONFORMED NAME: THINK PARTNERSHIP INC DATE OF NAME CHANGE: 20060315 FORMER COMPANY: FORMER CONFORMED NAME: CGI HOLDING CORP DATE OF NAME CHANGE: 19980501 8-K 1 inuv_8k.htm CURRENT REPORT inuv_8k.htm




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) February 15, 2011
 
INUVO, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
001-32442
 
87-0450450
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

15550 Lightwave Drive, Third Floor, Clearwater, FL
 
33760
(Address of principal executive offices)
 
(Zip Code)

Registrant's telephone number, including area code
 
727-324-0046

not applicable
(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):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 
 

 

Item 1.01    Entry into a Material Definitive Agreement.
 
Item 2.03   Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On February 15, 2011 Inuvo, Inc. entered into a Business Financing Agreement with Bridge Bank, National Association (“Bridge Bank’) for an $8.475 million revolving credit facility which includes a two-year $8 million revolving line of credit and an additional credit of $475,000 term credit.  The credit facility with Bridge Bank will replace our current $5 million revolving credit facility with Wachovia Bank, N.A. which matures in March 2011. The new facility will be used primarily to satisfy our working capital needs and is expected to reduce our effective cost of capital by approximately 200 basis points annually, as compared to the prior facility.

Under the terms of the two year revolving credit line with Bridge Bank, we are entitled to obtain advances against the credit line from time to time in an amount equal to the greater of the borrowing base (80% of the eligible receivables less reserves the lender may request) or the credit limit of $8 million.  Interest on the credit line is payable monthly at prime plus 2% plus a monthly maintenance fee of 0.125 percentage points on the average daily account balance.  As collateral for the credit line, we granted Bridge Bank a blanket security interest in our assets, including all of our intellectual property.

The Business Financing Agreement contains customary representation and warranties, and the credit line is subject to immediate acceleration upon the occurrence of an event of default under the agreement.  These events of default includes customary provisions such as failure to pay any amounts when due, breaches under the agreement, the filing by us of a bankruptcy petition or the appointment of a receiver for our business, a material adverse change in our business, a default by us under certain other agreements, as well as certain judgment against us, among other provisions.

Item 7.01    Regulation FD Disclosure.

On February 16, 2011, Inuvo, Inc. issued a press release announcing its fourth quarter and year end earnings call.  A copy of this press release is included as Exhibit 99.1 to this report.

On February 22, 2011, Inuvo, Inc. issued a press release announcing the credit facility with Bridge Bank, National Association.  A copy of this press release is included as Exhibit 99.2 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Inuvo, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.
 
Exhibit No.    Description
     
99.1
  Press release dated February 16, 2011.
99.2   Press release dated February 22, 2011.

 
 
2

 
 
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.
 
 
 
 
INUVO, INC.
 
       
Date: February 22, 2011
By:
/s/ Wallace Ruiz  
   
Wallace Ruiz, Chief Financial Officer
 
       
       
 
 
3
 
 
 
 
EX-99.1 2 inuv_ex991.htm PRESS RELEASE 2/16/2011 inuv_ex991.htm
EXHIBIT 99.1

 
Inuvo to Host Fourth Quarter and Year-End 2010 Conference Call on March 2, 2011
 
CLEARWATER, FL February 16, 2011 --(BUSINESS WIRE)--Inuvo® (NYSE Amex: INUV) announced today that it will release its 2010 fourth quarter and year-end financial results after the close of trading on Wednesday, March 2, 2011.  Richard K. Howe, Chief Executive Officer, and Wally Ruiz, Chief Financial Officer, will host a conference call the same day at 5:00 p.m. Eastern Time to review these results.
 
Participants can access the call by dialing 888-669-0684 (domestic) or 201-604-0469 (international). In addition, the call will be webcast on the Investor Relations section of the Company's website at www.inuvo.com [1] where it will also be archived for 45 days. A telephone replay will be available through Wednesday, March 16, 2010.
 
To access the replay, please dial 888-632-8973 (domestic) or 201-499-0429 (international).  At the system prompt, enter the code 44697243 followed by the # sign. Playback will automatically begin.
 
About Inuvo, Inc.
 
Inuvo®, Inc. (NYSE Amex: INUV), is an online marketing services company specialized in driving clicks, leads and sales through targeting that utilizes unique data and sophisticated analytics.  To find out more about how you can work with Inuvo [2], please visit http://www.inuvo.com [3].
 
Comparable companies include: ValueClick, Inc. (VCLK), Marchex, Inc. (MCHX), InterCLICK, Inc. (ICLK), LookSmart, Ltd. (LOOK), and Local.com Corp. (LOCM).

Contact
 
Inuvo, Inc.
Wally Ruiz, Chief Financial Officer
727-324-0176
wallace.ruiz@inuvo.com
 
Investor Relations
Genesis Select Corporation
Budd Zuckerman, President
303-415-0200 ext 106
bzuckerman@genesisselect.com
EX-99.2 3 inuv_ex992.htm PRESS RELEASE inuv_ex992.htm
EXHIBIT 99.2

Inuvo Announces a New $8.475 Million Credit Facility
 
CLEARWATER, Fla.--(BUSINESS WIRE)—February 22, 2011 Inuvo®, Inc. (NYSE Amex: INUV) announced today that it has secured an $8.475 million credit facility with Bridge Bank, N.A. a subsidiary of Bridge Capital Holdings (NASDAQ:BBNK).  The two-year line of credit consists of an $8 million revolving credit and a $475 thousand term credit. It replaces the company's $5 million revolving credit facility with Wachovia Bank, N.A. that was due to expire on March 31, 2011.
 
The new facility will be used primarily to satisfy working capital needs and is expected to reduce the company's effective cost of capital by approximately 200 basis points annually, as compared to the prior facility. As part of the new credit agreement, the company will use Bridge Bank's cash management services for its operating needs. As of December 31, 2010 Inuvo's total debt outstanding with Wachovia was $1.85 million dollars.
 
"This new facility increases the capacity from our former banking facility," said Wally Ruiz, Inuvo's Chief Financial Officer. "It provides greater flexibility and reduces our cost of capital. Bridge Bank has a strong understanding of our business and suggested creative ways to increase availability and effective use of working capital."
 
Paul Gibson, Senior Vice President and Market Manager of Bridge Bank’s East Coast Region, also commented on the new credit facility, “Bridge Bank is excited for the opportunity to provide a customized financing solution to meet Inuvo’s working capital needs.”
About Inuvo, Inc.
 
Inuvo®, Inc. (NYSE Amex: INUV), is an online marketing services company specialized in driving clicks, leads and sales through targeting that utilizes unique data and sophisticated analytics.  To find out more about how you can work with Inuvo, please visit http://www.inuvo.com.
 
Comparable companies include: ValueClick, Inc. (VCLK), Marchex, Inc. (MCHX), InterCLICK, Inc. (ICLK), LookSmart, Ltd. (LOOK), and Local.com Corp. (LOCM).
 
About Bridge Bank, N.A.
 
Bridge Bank, N.A. is Silicon Valley's full-service professional business bank.  The Bank is dedicated to meeting the financial needs of small, middle-market, and emerging technology businesses.  Bridge Bank provides its clients with a comprehensive package of business banking solutions delivered through experienced, professional bankers.  Bridge Bank is a subsidiary of Bridge Capital Holdings, which holds a Global Select listing on The NASDAQ Stock Market under the trading symbol “BBNK”.  For more information, visit www.bridgebank.com.
 
Contact
 
Inuvo, Inc.        
Wally Ruiz, Chief Financial Officer
727-324-0176  
wallace.ruiz@inuvo.com
 
Investor Relations
Genesis Select Corporation
Budd Zuckerman, President
303-415-0200 ext 106
bzuckerman@genesisselect.com
 
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