SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2019
(Exact name of registrant as specified in its charter)
(State or Other
590 Madison Avenue, 37th Floor
New York, New York
(Address of principal executive offices)
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(Former name or former address, if changed since last report.)
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Emerging growth company ¨
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Item 1.01 Entry into a Material Definitive Agreement
Travelzoo (the “Company”), from time to time, engages in share repurchases and on February 13, 2019, the Company entered into a Stock Repurchase Agreement (the “SRA”) with Azzurro Capital Inc. (“Azzurro”), a majority shareholder of the Company, to repurchase an aggregate of 100,000 shares of the Company’s common stock for an aggregate purchase price of $1,540,311. The SRA provides that the purchase price is based on the five (5) day volume weighted average price calculated using the VWAP function on Bloomberg, from the dates of February 6, 2019 through and including February 12, 2019, minus a five percent (5%) discount.
Prior to the execution of the SRA, the Company’s board of directors established a special committee (the “Special Committee”), consisting of independent and disinterested directors, and provided it with exclusive power and authority to determine whether any potential transaction to acquire shares from Azzurro was advisable, fair to and in the best interests of the Company’s stockholders, other than Azzurro. The Special Committee engaged independent legal counsel and an independent financial advisor and unanimously approved the SRA. The SRA contains customary terms for these types of transactions, including, but not limited to, representations and warranties made by the Company and Azzurro.
The foregoing description of the SRA does not purport to be complete and is qualified in its entirety by reference to the SRA, a copy of which is attached as Exhibit 10.1, and which is incorporated by reference herein.
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.
February 13, 2019
/s/ Lisa Su
Principal Accounting Officer
Stock Repurchase Agreement between Travelzoo and Azzurro Capital Inc., dated February 13, 2019