grub-8ka_20181025.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

 

FORM 8-K/A 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2018 

 

GRUBHUB INC.

(Exact name of Registrant as Specified in Its Charter) 

 

 

Delaware

 

001-36389

 

46-2908664

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

 

 

111 W. Washington Street, Suite 2100,

Chicago, Illinois

 

 

 

60602

(Address of Principal Executive Offices)

 

 

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (877) 585-7878

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 Instructions A.2. below):

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

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company      

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

 

 


 

Explanatory Note

Grubhub Inc. (the “Company”) is filing this Current Report on Form 8-K/A to correct typographical errors in the Company's initial press release (the “Original Press Release”) furnished by the Company with its Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 25, 2018.

Item 2.02.  Results of Operations and Financial Condition

 

This Form 8-K/A is being filed solely to correct typographical errors in the non-GAAP financial measures table reconciling net income to Adjusted EBITDA on page 7 of the Original Press Release as follows:

 

 

Guidance

 

 

Three Months Ended

December 31, 2018

 

 

Low

 

 

High

 

 

(in millions)

 

Net income

$

1.4

 

 

$

8.5

 

Income taxes

 

0.6

 

 

 

3.5

 

Interest expense ̶ net

 

2.0

 

 

 

2.0

 

Depreciation and amortization

 

22.0

 

 

 

22.0

 

EBITDA

 

26.0

 

 

 

36.0

 

Acquisition and restructuring costs

 

 

 

 

 

Stock-based compensation

 

14.0

 

 

 

14.0

 

Adjusted EBITDA

$

40.0

 

 

$

50.0

 

 

The information in this Item 2.02 is intended to be furnished pursuant to Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor  shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

 

 


 

 

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.

 

 

 

 

 

 

GRUBHUB INC.

 

 

 

 

 

Date: October 25, 2018

 

 

 

 

By:

 

/s/ Adam DeWitt

 

 

 

 

 

 

 

Adam DeWitt

 

 

 

 

 

 

 

Chief Financial Officer