Item 2.02 Results of Operations and Financial Condition.
On July 8, 2014Marin Software Incorporated ("Marin") issued a press release
announcing that revenue for the quarter ended June 30, 2014 is expected to be
approximately $23.6 million, which includes a contribution of approximately
$300,000 from its recent acquisition of NowSpots, Inc. (doing business as
Perfect Audience) completed on June 2, 2014. The press release is being
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference herein. Marin will provide guidance for the balance of the year on
its regularly scheduled second quarter earnings call taking place on August 6,
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1
attached hereto (together, the "2.02 Information") are being furnished pursuant
to Item 2.02 of Form 8-K and will not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor will the
2.02 Information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing, except as shall be expressly set
forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(b) On July 1, 2014, Peter Wooster provided notice to Marin of his intention to
resign from his position as Chief Revenue Officer of Marin, effective as of
July 7, 2014 ("Separation Date") to pursue other opportunities.
(e) In connection with Mr. Wooster's resignation, Mr. Wooster entered in a
release agreement (the "Separation Agreement"). Pursuant to the terms of the
Separation Agreement, Marin will provide the benefits to Mr. Wooster following
the effectiveness of the Separation Agreement: (i) pay an amount equal to
$27,041, less all applicable taxes and withholding, to be made in a lump sum
within two (2) regularly scheduled pay periods following the effectiveness of
the Separation Agreement; and (ii) provided that Mr. Wooster timely elects and
enrolls in COBRA and has not secured alternate coverage, reimburse the COBRA
costs for up to two (2) months immediately following the Separation Date. The
payments and benefits described above are the only material amounts and benefits
to which Mr. Wooster is entitled under the Separation Agreement (or any other
Item 9.01 Exhibits.
99.1 Press Release of Marin Software Incorporated, dated July 8, 2014.