ELLI-8K-2013-02-14
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): February 14, 2013
ELLIE MAE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35140 | | 94-3288780 |
(Commission File Number) | | (IRS Employer Identification Number) |
4155 Hopyard Road, Suite 200
Pleasanton, California 94588
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (925) 227-7000
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
The information in Item 2.02 of this Form 8-K and Exhibit 99.1, attached hereto, shall 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. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 2.02 (including Exhibit 99.1) of this Report.
On February 14, 2013, Ellie Mae, Inc. (“Ellie Mae”) announced its financial position and results of operations as of and for its fourth quarter ended December 31, 2012 in a press release that is attached hereto as Exhibit 99.1.
To supplement Ellie Mae's financial results presented on a U.S. GAAP basis, Ellie Mae's press release contains non-GAAP financial information, including adjusted net income and adjusted EBITDA. Ellie Mae believes that this non-GAAP presentation makes it easier for investors to compare current and historical periods' operating results and that it assists investors in comparing Ellie Mae's performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 14, 2013, Jonathan Corr, Ellie Mae's chief operating officer, was promoted to the additional position of president. Sigmund Anderman, the former president, will continue in his role as chief executive officer and chairman of the board of directors of Ellie Mae. With this promotion, Mr. Corr will take over Ellie Mae's day to day operations and will report to Mr. Anderman in his capacity as chief executive officer.
Mr. Corr, age 45, has served as Ellie Mae's chief operating officer since November 2011, as executive vice president and chief strategy officer from August 2005 to November 2011 and as our senior vice president of product management from October 2002 to August 2005. Prior to joining us, from October 2001 to August 2002, Mr. Corr served as vice president, product strategy at PeopleSoft, Inc. From May 1998 to August 2001, Mr. Corr served in various positions at Kana/Broadbase Software/Rubric, a number of software companies that combined through acquisition, culminating in his position as vice president of product management. From July 1997 to May 1998, Mr. Corr served as senior product manager of Netscape Communications Corporation. Mr. Corr holds a Bachelor of Science degree in Engineering from Columbia University and a Master of Business Administration degree from Stanford University.
A copy of the press release announcing Mr. Corr's promotion is filed as Exhibit 99.2 to this report.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No. | | Description |
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99.1 |
| | Press Release dated February 14, 2013. |
99.2 |
| | Press Release dated February 14, 2013. |
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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Date: February 14, 2013 | | Ellie Mae, Inc. |
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| | By: /s/ Edgar A. Luce |
| | Edgar A. Luce |
| | Executive Vice President, Finance and Administration and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description |
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99.1 |
| | Press Release dated February 14, 2013. |
99.2 |
| | Press Release dated February 14, 2013. |