Rocket Fuel Inc. (NASDAQ:FUEL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On July17, 2017, Rocket Fuel Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sizmek Inc. (“Parent”) and Fuel Acquisition Co., a wholly owned subsidiary of Parent (“Merger Sub”). to the Merger Agreement and upon the terms and subject to the conditions thereof, Merger Sub will commence a tender offer (the “Offer”) to purchase any and all of the outstanding shares of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) at a price of $2.60 per share (the “Offer Price”), payable net to the sellers thereof in cash, without interest, in accordance with the terms of the Merger Agreement, subject to any deduction or withholding or taxes required by applicable laws.

Following the consummation of the Offer, and subject to the conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”). In connection with the Merger, the separate existence of Merger Sub will cease, and the Company will be the surviving corporation and a wholly owned subsidiary of Parent. The Merger will be governed by and effected under Section251(h)of the Delaware General Corporation Law (the “DGCL”), without a vote of the stockholders of the Company.

The Company’s Board of Directors (the “Board”) unanimously (1)determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interests of, the Company and its stockholders; and (2)recommended that stockholders of the Company accept the Offer and tender their shares of Company Common Stock to Merger Sub to the Offer.

to an equity commitment letter dated July17, 2017, an investment fund managed by affiliates of Vector Capital has committed to provide Parent, on the terms and subject to the conditions set forth in the equity commitment letter, with an equity contribution of up to $125.5 million for the purpose of funding the acquisition of the Company.

Merger Sub’s obligation to accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn to the Offer is subject to certain conditions, including:

· may apply contractual standards of “materiality” that are different from “materiality” under applicable securities laws; and

· were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement.

Item 2.02. Results of Operations and Financial Condition.

On July18, 2017, in connection with the announcement of the entry into the Merger Agreement, the Company issued a press release announcing preliminary results of operations and financial condition for the three months ended June30, 2017.

A copy of the press release is furnished as Exhibit99.1 and is incorporated under this Item 2.02 by reference.

The information set forth under this Item 2.02, including Exhibit99.1, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in any such filing.

Item 8.01. Other Events.

On July18, 2017, the Company issued a press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit99.1 and is incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

*Schedules have been omitted to Item 601(b)(2)of Regulation S-K. Rocket Fuel Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.