- Current report filing (8-K)
March 31 2009 - 4:00PM
Edgar (US Regulatory)
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): March 31, 2009
MIVA, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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0-30428
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88-0348835
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(State or other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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5220
Summerlin Commons Boulevard
Fort Myers, Florida
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33907
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(Address of
Principal Executive Offices)
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(Zip Code)
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Registrants
telephone number, including area code:
(239)
561-7229
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02.
Results of Operations and Financial Condition.
On March 31, 2009,
the Company issued a press release entitled MIVA, Inc. Announces Fourth
Quarter and Full Year 2008 Results regarding its financial results for the
three months and full year ended December 31, 2008, and held a management
conference call to discuss these results and the outlook of the Company. A copy
of the Companys press release is being furnished herewith as Exhibit 99.1
and a copy of the script of the Companys management for the conference call is
being furnished herewith as Exhibit 99.2.
The information in this
Current Report on Form 8-K under this caption and accompanying exhibits
are being furnished under Item 2.02 and shall not be deemed to be filed for
the purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange
Act), or otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933 (the Securities Act) or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing.
The Company made
reference to non-GAAP financial information in both the press release and the
conference call. A reconciliation of these non-GAAP financial measures to the
comparable GAAP financial measures is contained in the attached press release.
Item 7.01. Regulation FD Disclosure.
On March 31, 2009,
the Company held a management conference call to discuss the Companys
financial results for the three months and full year ended December 31,
2009, the outlook of the Company and certain other matters. A copy of the
script of the Companys management for the conference call is being furnished
herewith as Exhibit 99.2.
The information in this
Current Report on Form 8-K under this caption and Exhibit 99.2 are
being furnished under Item 7.01 and shall not be deemed to be filed for
the purposes of Section 18 of Exchange Act, or otherwise subject to the
liabilities of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.
Item 9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Description
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99.1
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Press release dated
March 31, 2009, entitled MIVA, Inc. Announces Fourth Quarter and
Full Year 2008 Results
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99.2
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MIVA, Inc.
Earnings Call Script
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2
SIGNATURES
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.
Date: March 31,
2009
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MIVA, Inc.
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By:
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/s/ John B. Pisaris
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John B. Pisaris
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General
Counsel & Secretary
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3
EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press release dated
March 31, 2009, entitled MIVA, Inc. Announces Fourth Quarter and
Full Year 2008 Results
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99.2
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MIVA, Inc.
Earnings Call Script
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4
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