|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/19/12 Shutterstock, Inc. 10-Q/A 9/30/12 54:5.2M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 10-Q/A Amendment to Quarterly Report HTML 128K
2: EX-10.6(C) Material Contract HTML 74K
33: R1 Document and Entity Information HTML 38K
24: R2 Consolidated Balance Sheets HTML 131K
31: R3 Consolidated Statements of Operations HTML 95K
35: R4 Consolidated Statements of Cash Flows HTML 112K
48: R5 Summary of Operations and Significant Accounting HTML 58K
Policies
25: R6 Information About Revenue By Geographic Areas HTML 48K
30: R7 Goodwill and Intangible Assets HTML 75K
21: R8 Property and Equipment HTML 36K
14: R9 Accrued Expenses HTML 34K
49: R10 Income Taxes HTML 23K
37: R11 Term Loan Facility HTML 25K
36: R12 Commitments and Contingencies HTML 32K
41: R13 Employee Benefit Plans HTML 27K
42: R14 Value Appreciation Rights Plan HTML 69K
40: R15 Common Member Ownership Awards HTML 21K
43: R16 Common Member Ownership Subject to Put Feature HTML 24K
32: R17 Permanent and Non-Permanent Members' Equity HTML 32K
34: R18 Related Parties HTML 23K
39: R19 Subsequent Events HTML 96K
54: R20 Summary of Operations and Significant Accounting HTML 92K
Policies (Policies)
45: R21 Information About Revenue By Geographic Areas HTML 40K
(Tables)
27: R22 Goodwill and Intangible Assets (Tables) HTML 61K
38: R23 Property and Equipment (Tables) HTML 31K
29: R24 Accrued Expenses (Tables) HTML 32K
11: R25 Value Appreciation Rights Plan (Tables) HTML 59K
46: R26 Permanent and Non-Permanent Members' Equity HTML 27K
(Tables)
51: R27 Subsequent Events (Tables) HTML 73K
18: R28 Summary of Operations and Significant Accounting HTML 35K
Policies (Details)
17: R29 Summary of Operations and Significant Accounting HTML 23K
Policies (Details 2)
19: R30 Information About Revenue By Geographic Areas HTML 27K
(Details)
20: R31 Goodwill and Intangible Assets (Details) HTML 61K
22: R32 Property and Equipment (Details) HTML 36K
10: R33 Accrued Expenses (Details) HTML 38K
44: R34 Income Taxes (Details) HTML 20K
26: R35 Term Loan Facility (Details) HTML 43K
28: R36 Commitments and Contingencies (Details) HTML 47K
13: R37 Employee Benefit Plans (Details) HTML 22K
53: R38 Value Appreciation Rights Plan (Details) HTML 102K
9: R39 Common Member Ownership Awards (Details) HTML 25K
23: R40 Common Member Ownership Subject to Put Feature HTML 32K
(Details)
47: R41 Permanent and Non-Permanent Members' Equity HTML 47K
(Details)
12: R42 Related Parties (Details) HTML 22K
16: R43 Subsequent Events (Details) HTML 154K
52: XML IDEA XML File -- Filing Summary XML 79K
15: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 736K
3: EX-101.INS XBRL Instance -- sstk-20120930 XML 1.00M
5: EX-101.CAL XBRL Calculations -- sstk-20120930_cal XML 154K
6: EX-101.DEF XBRL Definitions -- sstk-20120930_def XML 706K
7: EX-101.LAB XBRL Labels -- sstk-20120930_lab XML 1.80M
8: EX-101.PRE XBRL Presentations -- sstk-20120930_pre XML 904K
4: EX-101.SCH XBRL Schema -- sstk-20120930 XSD 156K
50: ZIP XBRL Zipped Folder -- 0001104659-12-085092-xbrl Zip 153K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 001-35669
SHUTTERSTOCK, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
80-0812659 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification Number) |
Chief Executive Officer
Shutterstock, Inc.
60 Broad Street, 30th Floor
(Address of principal executive offices, including zip code)
(646) 419-4452
(Registrant’s telephone number, including area code)
Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. o Yes x No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer o |
|
Accelerated filer o |
|
|
|
|
|
Non-accelerated filer x |
|
Smaller reporting company o |
|
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of stock, as of the latest practicable date.
|
|
Class |
|
Outstanding at November 16, 2012 |
|
|
|
Common Stock, $0.01 par value per share |
|
33,513,281 |
|
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-Q/A to Shutterstock, Inc.’s quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on November 20, 2012 (the “Form 10-Q”), is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T and to file an Amended and Restated Exhibit 10.6(c).
No other changes have been made to the Form 10-Q. This Amendment No. 1 speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 6.Exhibits
See the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q/A, which is incorporated herein by reference.
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, thereunto duly authorized.
|
|
|
SHUTTERSTOCK, INC. |
|
|
|
|
|
Dated: December 19, 2012 |
By: |
/s/ Jonathan Oringer |
|
|
Name: |
|
|
|
Title: |
Chief Executive Officer |
|
|
|
|
|
Dated: December 19, 2012 |
By: |
/s/ Timothy E. Bixby |
|
|
Name: |
|
|
|
Title: |
Chief Financial Officer |
EXHIBIT INDEX
|
Exhibit |
|
Exhibit |
|
|||||||
|
Number |
|
Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1** |
|
Agreement and Plan of Merger, dated as of October 5, 2012, between the Registrant and Shutterstock Images LLC. |
|
S-1/A |
|
|
2.1 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
2.2** |
|
Agreement and Plan of Merger, dated as of October 5, 2012, among the Registrant, Shutterstock Investors II, Inc., Insight Venture Partners (Cayman) V, L.P., Shutterstock Investors III, Inc. and Insight Venture Partners V Coinvestment Fund, L.P. |
|
S-1/A |
|
|
2.2 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1** |
|
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. |
|
S-1/A |
|
|
3.2 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2** |
|
Amended and Restated Bylaws of the Registrant, as currently in effect. |
|
S-1/A |
|
|
3.4 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1** |
|
Registration Rights Agreement, dated as of October 5, 2012, between the Registrant and the investors listed on Schedule 1 thereto. |
|
S-1/A |
|
|
4.2 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1** § |
|
Form of Indemnification Agreement between the Registrant and each of its Officers and Directors. |
|
S-1/A |
|
|
10.1 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2** § |
|
2012 Omnibus Equity Incentive Plan and Form of Award Agreements. |
|
S-1/A |
|
|
10.2 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3** § |
|
2012 Employee Stock Purchase Plan and Form of Subscription Agreement. |
|
S-1/A |
|
|
10.3 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4** § |
|
Shutterstock, Inc. Short-Term Incentive Plan. |
|
S-1/A |
|
|
10.7 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5(a)** § |
|
Employment Agreement between Shutterstock Images LLC and Jonathan Oringer dated September 24, 2012. |
|
S-1/A |
|
|
10.8(a) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5(b)** § |
|
Severance and Change in Control Agreement between Shutterstock Images LLC and Jonathan Oringer dated September 24, 2012. |
|
S-1/A |
|
|
10.8(b) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6(a)** § |
|
Employment Agreement between Shutterstock Images LLC and Thilo Semmelbauer dated March 21, 2010. |
|
S-1/A |
|
|
10.9(a) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6(b)** § |
|
Severance and Change in Control Agreement between Shutterstock Images LLC and Thilo Semmelbauer dated September 24, 2012. |
|
S-1/A |
|
|
10.9(b) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6(c)+§ |
|
Amended and Restated Restricted Stock Agreement between the Registrant and Thilo Semmelbauer effective as of October 5, 2012. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7(a)** § |
|
Employment Agreement between Shutterstock Images LLC and Timothy E. Bixby dated May 16, 2011. |
|
S-1/A |
|
|
10.10(a) |
|
||
|
10.7(b)** § |
|
Severance and Change in Control Agreement between Shutterstock Images LLC and Timothy E. Bixby dated September 24, 2012. |
|
S-1/A |
|
|
10.10(b) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8(a)** § |
|
Employment Agreement between Shutterstock Images LLC and James Chou dated September 24, 2012. |
|
S-1/A |
|
|
10.11(a) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.8(b)** § |
|
Severance and Change in Control Agreement between Shutterstock Images LLC and James Chou dated September 24, 2012. |
|
S-1/A |
|
|
10.11(b) |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9** |
|
Loan and Security Agreement between Silicon Valley Bank and Shutterstock Images LLC dated September 21, 2012. |
|
S-1/A |
|
|
10.12 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1** |
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
10-Q |
|
|
31.1 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2** |
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
10-Q |
|
|
31.2 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**# |
|
Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
10-Q |
|
|
32.1 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2**# |
|
Certifications of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
10-Q |
|
|
32.2 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS*† |
|
XBRL Instance Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH*† |
|
XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL*† |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF*† |
|
XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB*† |
|
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE*† |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
|
|
|
† Furnished herewith.
* XBRL information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934, and is not subject to liability under those sections, is not part of any registration statement or prospectus to which it relates and is not incorporated or deemed to be incorporated by reference into any registration statement, prospectus or other document.
** These exhibits were previously included or incorporated by reference in Shutterstock, Inc.’s quarterly report on Form 10-Q for the quarter ended September 30, 2012, filed with the Securities and Exchange Commission on November 20, 2012.
§ Management contract or compensatory plan or arrangement.
# These certifications are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings.
| This ‘10-Q/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/19/12 | |||
| 11/20/12 | 10-Q | |||
| 11/16/12 | ||||
| 10/5/12 | CERTNYS, S-1/A | |||
| For Period end: | 9/30/12 | 10-Q | ||
| 9/27/12 | 8-A12B, CORRESP, S-1/A | |||
| 9/24/12 | ||||
| 9/21/12 | ||||
| 8/30/12 | CORRESP, S-1/A | |||
| 6/29/12 | CORRESP, S-1/A | |||
| 5/16/11 | ||||
| 3/21/10 | ||||
| List all Filings | ||||