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):
November
9, 2010
Geeknet,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-28369
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77-0399299
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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650
Castro Street, Suite 450
Mountain
View, CA 94041
(Address
of principal executive offices, including zip code)
(650)
694-2100
(Registrant’s
telephone number, including area code)
(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))
On
November 9, 2010, Geeknet, Inc. (the "
Company
") filed a Certificate
of Amendment of its Restated Certificate of Incorporation to effect a reverse
stock split of the Company’s outstanding common stock, par value $0.001 per
share, at a reverse split ratio of one-for-ten, reduce the total number of
shares of common stock that the Company is authorized to issue to 25,000,000 and
reduce the total number of shares of preferred stock that the Company is
authorized to issue to 1,000,000 (the “
Reverse Stock Split
”),
effective as of 5:00 p.m. Eastern Time on Tuesday, November 9, 2010 (the “
Effective
Time
”). As previously disclosed on the Form 8-K filed with the
SEC on October 18, 2010, at a special meeting of the stockholders held on
October 14, 2010, the Company received stockholder approval of the proposal
authorizing the Board of Directors to effect the Reverse Stock
Split.
The
common stock will commence trading on The NASDAQ Global Market on a
split-adjusted basis as of the opening of trading on Wednesday, November 10,
2010. The common stock will continue to trade under the ticker symbol “GKNT”,
although the letter “D” will be temporarily appended to the ticker symbol for
twenty trading days following the reverse split. After twenty trading
days, the symbol will revert back to GKNT. Following the Reverse
Stock Split, the total number of shares of Common Stock outstanding will be
reduced to approximately 6.2 million shares. Additionally, the Reverse Stock
Split will affect the conversion ratio for all instruments convertible into
shares of the Company’s Common Stock including outstanding stock options and
rights to purchase restricted shares that were issued and outstanding
immediately prior to the Effective Time.
Any
fraction of a share of common stock that would otherwise have resulted from the
reverse split will be converted into the right to receive cash payment from the
Company for such fractional shares, in an amount to be determined by multiplying
(x) the fractional amount of the share of common stock by (y) an amount equal to
the closing sales price of the common stock as reported on the NASDAQ Global
Market on November 9, 2010.
Additional
information about the reverse stock split is available in the Company’s first
amendment to the definitive proxy statement filed with the Securities and
Exchange Commission on September 24, 2010.
A copy of
the Certificate of Amendment of the Company's Restated Certificate of
Incorporation is attached hereto as Exhibit 3.1.
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
Exhibits.
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3.1
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Certificate
of Amendment of Restated Certificate of Incorporation of the
Company.
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99.1
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Press
Release of the Company dated November 9,
2010.
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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.
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GEEKNET,
INC.
a
Delaware corporation
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By:
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/s/
Patricia S. Morris
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Patricia
S. Morris
Senior
Vice President and Chief Financial Officer
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Date: November
9, 2010