CASTLIGHT HEALTH, INC. (NYSE:CSLT) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.
As previously disclosed, on January 4, 2017, Castlight Health, Inc.
(Castlight) entered into an Agreement and Plan of Merger and
Reorganization (the “Merger Agreement”) with Neptune Acquisition
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of Castlight (Merger Sub), Jiff, Inc., a Delaware
corporation (Jiff), and Fortis Advisors LLC, as the Stockholders
Agent, to which Merger Sub will merge with and into Jiff with Jiff
surviving the merger as a wholly owned subsidiary of Castlight (the
Merger).
(Castlight) entered into an Agreement and Plan of Merger and
Reorganization (the “Merger Agreement”) with Neptune Acquisition
Subsidiary, Inc., a Delaware corporation and wholly owned
subsidiary of Castlight (Merger Sub), Jiff, Inc., a Delaware
corporation (Jiff), and Fortis Advisors LLC, as the Stockholders
Agent, to which Merger Sub will merge with and into Jiff with Jiff
surviving the merger as a wholly owned subsidiary of Castlight (the
Merger).
On January 4, 2017, Castlight and Jiff, hosted a joint conference
call and webcast to provide supplemental information with respect
to the Merger. In the conference call, Castlight disclosed that it
expects to report for the quarter ended December 31, 2016, non-GAAP
operating losses of $2 to $3 million. This reflects Castlight’s
estimates based solely upon information available to it as of the
date of this Current Report on Form 8-K, is not a comprehensive
statement of its financial results or position as of or for the
quarter ended December 31, 2016, and has not been audited, reviewed
or compiled by Castlights independent registered public accounting
firm.
call and webcast to provide supplemental information with respect
to the Merger. In the conference call, Castlight disclosed that it
expects to report for the quarter ended December 31, 2016, non-GAAP
operating losses of $2 to $3 million. This reflects Castlight’s
estimates based solely upon information available to it as of the
date of this Current Report on Form 8-K, is not a comprehensive
statement of its financial results or position as of or for the
quarter ended December 31, 2016, and has not been audited, reviewed
or compiled by Castlights independent registered public accounting
firm.
Expected non-GAAP operating loss is a forward-looking non-GAAP
measure that Castlight uses and provides investors and others. This
non-GAAP financial measure differs from its corresponding GAAP
financial measure by excluding stock-based compensation expense,
the capitalization and amortization of internal-use software and
charges related to the Merger, as well as the associated tax impact
of these items.
measure that Castlight uses and provides investors and others. This
non-GAAP financial measure differs from its corresponding GAAP
financial measure by excluding stock-based compensation expense,
the capitalization and amortization of internal-use software and
charges related to the Merger, as well as the associated tax impact
of these items.
Castlight believes that expected non-GAAP operating loss provides
useful supplemental information to investors and others,
facilitates the analysis of Castlight’s core operating results and
comparison of operating results across reporting periods, and can
help enhance overall understanding of Castlight’s financial
performance.
useful supplemental information to investors and others,
facilitates the analysis of Castlight’s core operating results and
comparison of operating results across reporting periods, and can
help enhance overall understanding of Castlight’s financial
performance.
Castlight has not provided a reconciliation of this forward-looking
non-GAAP measure because it could not produce the corresponding
GAAP financial measure by the date of this press release without
unreasonable effort. The factors that may impact its expected
stock-based compensation expense, capitalization and amortization
of internal-use software and charges related to the Merger cannot
be reasonably predicted or estimated until the completion of
Castlight’s year-end close process. Castlight will present its
GAAP results and a detailed reconciliation of each non-GAAP
financial measure to the most directly comparable GAAP financial
measure in connection with its press release reporting full
financial results for the quarter and year ended December 31, 2016.
non-GAAP measure because it could not produce the corresponding
GAAP financial measure by the date of this press release without
unreasonable effort. The factors that may impact its expected
stock-based compensation expense, capitalization and amortization
of internal-use software and charges related to the Merger cannot
be reasonably predicted or estimated until the completion of
Castlight’s year-end close process. Castlight will present its
GAAP results and a detailed reconciliation of each non-GAAP
financial measure to the most directly comparable GAAP financial
measure in connection with its press release reporting full
financial results for the quarter and year ended December 31, 2016.
This non-GAAP financial measure should be considered in addition
to, not as a substitute for or in isolation from, measures prepared
in accordance with GAAP. Further, these non-GAAP measures may
differ from the non-GAAP information used by other companies,
including peer companies, and therefore comparability may be
limited. Castlight encourages investors and others to review
Castlights financial information in its entirety and not rely on a
single financial measure.
to, not as a substitute for or in isolation from, measures prepared
in accordance with GAAP. Further, these non-GAAP measures may
differ from the non-GAAP information used by other companies,
including peer companies, and therefore comparability may be
limited. Castlight encourages investors and others to review
Castlights financial information in its entirety and not rely on a
single financial measure.
A copy of the script for the joint conference call is furnished as
Exhibit 99.1 to this report and incorporated herein by reference.
Exhibit 99.1 to this report and incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 to this
Current Report on Form 8-K, 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 liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The information contained in this Item 2.02 and in the accompanying
Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document filed by Castlight with
the Securities and Exchange Commission (SEC), whether made before
or after the date of this Current Report on Form 8-K, regardless of
any general incorporation language in such filing (or any reference
to this Current Report on Form 8-K generally), except as shall be
expressly set forth by specific reference in such filing.
Current Report on Form 8-K, 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 liabilities of that section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
The information contained in this Item 2.02 and in the accompanying
Exhibit 99.1 shall not be incorporated by reference into any
registration statement or other document filed by Castlight with
the Securities and Exchange Commission (SEC), whether made before
or after the date of this Current Report on Form 8-K, regardless of
any general incorporation language in such filing (or any reference
to this Current Report on Form 8-K generally), except as shall be
expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Directors.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Directors.
(e)
As previously disclosed, on January 4, 2017, the board of directors
of Castlight (the Board), in connection with the Merger, approved
the appointment of John C. Doyle as Chief Executive Officer, and
Derek Newell as President of Castlight, in each case to be
effective at the closing of the Merger.
of Castlight (the Board), in connection with the Merger, approved
the appointment of John C. Doyle as Chief Executive Officer, and
Derek Newell as President of Castlight, in each case to be
effective at the closing of the Merger.
In connection with becoming Chief Executive Officer, Mr. Doyle will
receive an annual salary of $367,000, with a target long-term
incentive bonus equal to 75% of that amount. Mr. Doyle will not
receive any additional equity in connection with this promotion.
receive an annual salary of $367,000, with a target long-term
incentive bonus equal to 75% of that amount. Mr. Doyle will not
receive any additional equity in connection with this promotion.
In connection with his appointment to President, Mr. Newell will
receive an annual salary of $367,000, with a target long-term
incentive bonus equal to 75% of that amount. Mr. Newell’s total
target cash compensation through December 31, 2019 shall be no less
than the corresponding total target cash compensation of Mr. Doyle.
On the commencement of his employment and subject to approval by
the Board, Mr. Newell will also receive an equity grant of a number
of restricted stock units necessary to equalize Mr. Newell to the
go forward equity ownership of Mr. Doyle, as determined by the
Board. The objective is to have both Mr. Doyle and Mr. Newell vest
the same dollar value each month post Closing and through December
31, 2019. The restricted stock units will vest in four equal annual
installments of 25% each based on his continuous service unless
adjustments to the vesting schedule to meet the objectives above
are required. Subject to the approval of the Board, Mr. Newell will
also receive grants of restricted stock units and/or performance
stock units that are equivalent to any such grants made to Mr.
Doyle in 2017.
receive an annual salary of $367,000, with a target long-term
incentive bonus equal to 75% of that amount. Mr. Newell’s total
target cash compensation through December 31, 2019 shall be no less
than the corresponding total target cash compensation of Mr. Doyle.
On the commencement of his employment and subject to approval by
the Board, Mr. Newell will also receive an equity grant of a number
of restricted stock units necessary to equalize Mr. Newell to the
go forward equity ownership of Mr. Doyle, as determined by the
Board. The objective is to have both Mr. Doyle and Mr. Newell vest
the same dollar value each month post Closing and through December
31, 2019. The restricted stock units will vest in four equal annual
installments of 25% each based on his continuous service unless
adjustments to the vesting schedule to meet the objectives above
are required. Subject to the approval of the Board, Mr. Newell will
also receive grants of restricted stock units and/or performance
stock units that are equivalent to any such grants made to Mr.
Doyle in 2017.
Mr. Newell will also enter into Castlight’s standard form of
Executive Severance Agreement, which will apply to equity awarded
to him by Castlight, and a form of Benefits Waiver, which will
apply to his assumed Jiff options. Both of these agreements provide
for accelerated vesting upon certain qualifying terminations of
employment, provided that with respect to value under such assumed
Jiff options attributable to the milestone earn-out payments
described in the Merger Agreement, such acceleration will only
apply to such value to the extent that the underlying milestones
are achieved.
Executive Severance Agreement, which will apply to equity awarded
to him by Castlight, and a form of Benefits Waiver, which will
apply to his assumed Jiff options. Both of these agreements provide
for accelerated vesting upon certain qualifying terminations of
employment, provided that with respect to value under such assumed
Jiff options attributable to the milestone earn-out payments
described in the Merger Agreement, such acceleration will only
apply to such value to the extent that the underlying milestones
are achieved.
Additionally, in the event of a Corporate Transaction, as such term
is defined in Castlight’s 2014 Equity Incentive Plan, 50% of Mr.
Newell’s unvested assumed Jiff options will accelerate upon the
closing of that Corporate Transaction, and if he is subject to a
qualifying termination within 12-months of the closing of the
Merger, he will receive 50% acceleration of his assumed Jiff
options. This acceleration will not apply to any equity awarded to
Mr. Newell by Castlight, other than assumed Jiff options.
is defined in Castlight’s 2014 Equity Incentive Plan, 50% of Mr.
Newell’s unvested assumed Jiff options will accelerate upon the
closing of that Corporate Transaction, and if he is subject to a
qualifying termination within 12-months of the closing of the
Merger, he will receive 50% acceleration of his assumed Jiff
options. This acceleration will not apply to any equity awarded to
Mr. Newell by Castlight, other than assumed Jiff options.
Item 7.01 Regulation FD Disclosure
On January 4, 2017, Castlight and Jiff hosted a joint conference
call and webcast to provide supplemental information with respect
to the Merger. A copy of the script for the joint conference call
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
call and webcast to provide supplemental information with respect
to the Merger. A copy of the script for the joint conference call
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
On January 4, 2017, Castlight and Jiff each sent correspondence by
e-mail transmission to their respective customers and partners
announcing the Merger. Copies of the forms of email correspondence
sent by Castlight to its customers and partners are furnished as
Exhibits 99.2 and 99.3, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. Copies of the
forms of email correspondence sent by Jiff to its customers and
partners are furnished as Exhibits 99.4 and 99.5, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference.
e-mail transmission to their respective customers and partners
announcing the Merger. Copies of the forms of email correspondence
sent by Castlight to its customers and partners are furnished as
Exhibits 99.2 and 99.3, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference. Copies of the
forms of email correspondence sent by Jiff to its customers and
partners are furnished as Exhibits 99.4 and 99.5, respectively, to
this Current Report on Form 8-K and are incorporated herein by
reference.
On January 4, 2017, Castlight made communications on Twitter and
Jiff made communications on Twitter, Facebook and LinkedIn
regarding the Merger. Copies of these communications made by
Castlight and Jiff are furnished as Exhibits 99.6 and 99.7,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
Jiff made communications on Twitter, Facebook and LinkedIn
regarding the Merger. Copies of these communications made by
Castlight and Jiff are furnished as Exhibits 99.6 and 99.7,
respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
The information contained in this Item 7.01 and Exhibits 99.1,
99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 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.
99.2, 99.3, 99.4, 99.5, 99.6 and 99.7 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
|
Script of Joint Conference Call held on January 4, 2017.
|
|
99.2
|
Form of E-mail from Castlight Health, Inc. to its
Customers, dated January 4, 2017. |
|
99.3
|
Form of E-mail from Castlight Health, Inc. to its
Partners, dated January 4, 2017. |
|
99.4
|
Form of E-mail from Jiff, Inc. to its Customers, dated
January 4, 2017. |
|
99.5
|
Form of E-mail from Jiff, Inc. to its Partners, dated
January 4, 2017. |
|
99.6
|
Communications on Twitter by Castlight Health, Inc.,
dated January 4, 2017. |
|
99.7
|
Communications on Twitter, Facebook and LinkedIn by Jiff,
Inc., dated January 4, 2017. |
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.
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.
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
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.
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.
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.
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 -0.70 at 4.30 with 752,669 shares trading hands.