CASTLIGHT HEALTH, INC. (NYSE:CSLT) Files An 8-K Regulation FD Disclosure

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CASTLIGHT HEALTH, INC. (NYSE:CSLT) Files An 8-K Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure

On January 4, 2017, Castlight Health, Inc. (Castlight) and Jiff,
Inc. (Jiff) hosted a joint conference call and webcast to provide
supplemental information with respect to Castlights proposed
acquisition of Jiff. The joint conference call included a
question and answer session with participants on the call. A copy
of the transcript for the joint conference call, including the
question and answer session, is furnished as Exhibit 99.1 to this
report and incorporated herein by reference.
In addition, a member of the board of directors of Jiff posted a
communication on Facebook regarding the proposed acquisition. A
copy of this communication is furnished as Exhibit 99.2 to this
Current Report on Form 8-K and is incorporated herein by
reference.
The information contained in this Item 7.01 and Exhibits 99.1 and
99.2, to this report shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section, and shall
not be incorporated by reference into any filings made by
Castlight under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as may be
expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)>Exhibits
Exhibit
Description
99.1
99.2
Transcript of Joint Conference Call held on January 4,
2017.
Communications on Facebook by Jiff, Inc.
Forward Looking Statements
This report and its attached exhibits contains forward-looking
statements that are not purely historical regarding Castlights or
its managements intentions, beliefs, expectations and strategies
for the future, including those relating to its expected
financial results for the quarter ended December 31, 2016, the
closing of the proposed transaction and the expected closing date
of the proposed transaction, the anticipated benefits of the
proposed transaction, and anticipated future combined operations,
products and services of Castlight and Jiff. Because such
statements deal with future events, they are subject to various
risks and uncertainties, and actual results could differ
materially from Castlights current expectations. Factors that
could cause actual results to differ materially include risks and
uncertainties such as those relating to the ability of the
parties to complete the proposed transaction, obtaining Company
and Jiff stockholder approval and required regulatory clearances,
and customer and partner reception to the proposed transaction.
Readers should also refer to the section entitled Risk Factors in
Castlights Annual Report on Form 10-K, its most recent Quarterly
Report on Form 10-Q, and its other reports filed with SEC.
All forward-looking statements included in this report and
attached exhibits are made as of the date of this report, based
on information currently available to Castlight, and Castlight
assumes no obligation to update any such forward-looking
statement or reasons why results may differ.
Important Additional Information will be Filed with the SEC
In connection with the proposed transaction between Castlight and
Jiff, Castlight intends to file a registration statement on Form
S-4 with the SEC. This registration statement will contain a
joint proxy statement/prospectus/information statement and
relevant materials concerning the proposed transaction.
Additionally, Castlight intends to file with the SEC other
relevant materials in connection with the proposed transaction.
After the registration statement is declared effective by
the SEC, Castlight and Jiff will deliver a definitive joint proxy
statement/prospectus/information statement to their respective
stockholders. STOCKHOLDERS OF CASTLIGHT AND JIFF ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE
DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS/INFORMATION
STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders will be
able to obtain the documents free of charge at the SECs web site,
http://www.sec.gov. Documents will also be available for free
from Castlight at www.castlighthealth.com.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer
to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities in connection with the proposed transaction shall be
made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Castlight and its executive officers and directors may be deemed
to be participants in the solicitation of proxies from Castlights
stockholders with respect to the matters relating to the proposed
transaction. Jiff and its officers and directors may also be
deemed a participant in such solicitation. Information regarding
any interest that Castlight, Jiff or any of the executive
officers or directors of Castlight or Jiff may have in the
proposed transaction with Jiff will be set forth in the joint
proxy statement/prospectus/information statement that Castlight
intends to file with the SEC in connection with its stockholder
vote on matters relating to the proposed transaction. Information
about the directors and executive officers of Castlight,
including their respective interest in security holding of
Castlight, is set forth in the proxy statement for Castlights
2016 Annual Meeting of Stockholders, which was filed with the SEC
on April 29, 2016. Stockholders may obtain additional information
regarding the interest of such participants by reading the
definitive joint proxy statement/prospectus/information statement
regarding the proposed transaction when it becomes available.
These documents can be obtained free of charge from the sources
indicated above.


About CASTLIGHT HEALTH, INC. (NYSE:CSLT)

Castlight Health, Inc. offers a health benefits platform that engages employees to make healthcare decisions, and enables employers to communicate and measure their benefit programs. The Company operates through cloud-based products segment. Its products deliver employee engagement and enable employers to integrate benefit programs into a single platform available to employees and their families. Its health benefits platform engages external data and its substantial user base to provide a single, end-to-end solution that integrates benefit programs and engages employees through personalized and relevant communications. Its offering provides employers the opportunity to communicate, measure, and get value out of their benefits and programs on a real-time basis. It obtains external data from a range of sources, such as healthcare providers, governmental agencies and quality-monitoring organizations, as well as internal data it generates from the usage of its products.

CASTLIGHT HEALTH, INC. (NYSE:CSLT) Recent Trading Information

CASTLIGHT HEALTH, INC. (NYSE:CSLT) closed its last trading session down -0.05 at 4.30 with 301,865 shares trading hands.