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): July 27, 2010
EHEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-33071 | 56-2357876 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
440 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
(650) 584-2700
(Registrant’s telephone number, including area code)
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:
| ¨ | 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)) |
Section 2 — Financial Information
| Item 2.02 | Results of Operations and Financial Condition. |
On July 27, 2010, eHealth, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended July 27, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as shall be expressly set forth by specific reference in such filing, the information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Section 8 — Other Events
| Item 8.01 | Other Events. |
On July 27, 2010, the Company announced that its Board of Directors authorized a stock repurchase program, pursuant to which the Company may purchase up to $30 million of its common stock. Share repurchases under this program are expected to comply with Rule 10b-18 under the Exchange Act and may be made through a variety of methods. The Company expects to fund the repurchase program from available working capital. The Company issued a press release on July 27, 2010 announcing its stock repurchase program. A copy of that press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release of eHealth, Inc. dated July 27, 2010 (eHealth, Inc. Announces Second Quarter 2010 Results) | |
| 99.2 | Press Release of eHealth, Inc. dated July 27, 2010 (eHealth, Inc. Announces Stock Repurchase Program) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 27, 2010 | /S/ STUART M. HUIZINGA | |
| Stuart M. Huizinga | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of eHealth, Inc. dated July 27, 2010 (eHealth, Inc. Announces Second Quarter 2010 Results) | |
| 99.2 | Press Release of eHealth, Inc. dated July 27, 2010 (eHealth, Inc. Announces Stock Repurchase Program) | |