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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 7, 2011
QuinStreet, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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001-34628
(Commission File Number)
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77-0512121
(I.R.S. Employer Identification
No.) |
950 Tower Lane., Suite 600
Foster City, CA 94404
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (650) 578-7700
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 7.01. |
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Regulation FD Disclosure. |
The information in this Current Report on Form 8-K, including the exhibits, is being
furnished, not filed, under Item 7.01.
On June 7, 2011, QuinStreet, Inc. issued a public announcement, which is attached as Exhibit
99.1 hereto and incorporated herein by reference.
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Item 9.01. |
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Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Release, dated June 7, 2011 issued by QuinStreet, Inc. |
The information furnished in this report shall not be deemed filed for purposes of Section 18 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, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
SIGNATURE
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, thereunto duly authorized.
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QuinStreet, Inc.
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Dated: June 7, 2011 |
By: |
/s/ Daniel Caul
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General Counsel |
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exv99w1
Exhibit 99.1
QuinStreet Announces Conference Call to Provide Mid-Quarter Business Update
FOSTER CITY, Calif., June 7, 2011 (GLOBE NEWSWIRE) QuinStreet, Inc. (Nasdaq:QNST), a leader in
vertical marketing and media online, announced it will host a conference call today, Tuesday, June
7, 2011 at 2:00 p.m. PT. The purpose of the call will be to provide a mid-quarter update and
outlook for the business, including expectations for this and next quarter, as well as full year
guidance for fiscal years ending June 30, 2011 and 2012.
Full year fiscal 2011 growth is projected to come in at the top of the range of the Companys
average growth objective of 15-20%. The Company expects generally flat year-over-year growth for Q4
of fiscal 2011 and Q1 of fiscal 2012. The Company has completed its plan for fiscal 2012. Guidance
for full year revenue in fiscal 2012 is in the range of $455 to $475 million, or approximately 15%
year-over-year growth at the mid-point. The Company expects 20% adjusted EBITDA margins for Q4 of
fiscal 2011 and for full year fiscal 2012.
Conference Call Today at 2:00 p.m. PT
QuinStreet will host a conference call and corresponding live webcast at 2:00 p.m. PT today,
Tuesday, June 7, 2011. To access the conference call, dial 1-866-240-0819 for the U.S. and Canada
and 1-973-200-3360 for international callers. The webcast will be available live on the investor
relations section of the Companys website at http://investor.quinstreet.com and via replay
beginning approximately two hours after the completion of the call until the Companys announcement
of its financial results for the next quarter. An audio replay of the call will also be available
to investors beginning at approximately 5:00 p.m. PT on June 7, 2011 until 11:59 p.m. PT on June
14, 2011 by dialing 1-800-642-1687 in the U.S. and Canada, or 1-706-645-9291 for international
callers, using passcode 73986208#. This press release is also available on the investor relations
section of the Companys website at http://investor.quinstreet.com.
About QuinStreet
QuinStreet, Inc. (Nasdaq:QNST) is a leader in vertical marketing and media online. QuinStreet is
headquartered in Foster City, CA. For more information, please visit www.quinstreet.com.
Non-GAAP Financial Measures
This release includes a discussion of adjusted EBITDA, a non-GAAP financial measure that is
provided as a complement to results provided in accordance with accounting principles generally
accepted in the United States of America (GAAP). The term adjusted EBITDA refers to a financial
measure that we define as net income less provision for taxes, depreciation expense, amortization
expense, stock-based compensation expense, interest and other income (expense), net. This non-GAAP
measure should be considered in addition to results prepared in accordance with GAAP, but should
not be considered a substitute for, or superior to, GAAP results. In addition, our definition of
adjusted EBITDA may not be comparable to the definitions as reported by other companies.
Legal Notice Regarding Forward Looking Statements
This press release and its attachments contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Words such
as projected, expects, forecasts, will, believe, intend, potential and
similar expressions are intended to identify forward-looking statements. These forward-looking
statements include the quotations from management in this press release, as well as any statements
regarding the Companys anticipated financial results and strategic and operational plans. The
Companys actual results may differ materially from those anticipated in these forward-looking
statements. Factors that may contribute to such differences include, but are not limited to: the
Companys ability to deliver an adequate rate of growth and manage such growth; the impact of
changes in government regulation and industry standards; the Companys ability to maintain and
increase the number of visitors to its websites; the Companys ability to identify and manage
acquisitions; the impact of the current economic climate on the Companys business; the Companys
ability to attract and retain qualified executives and employees; the Companys ability to compete
effectively against others in the online marketing and media industry; the impact and costs of any
failure by the Company to comply with government regulations and industry standards; and costs
associated with defending intellectual property infringement and other claims. More information
about potential factors that could affect the Companys business and financial results is contained
in the Companys annual report on Form 10-K as filed with the Securities and Exchange Commission on
September 13, 2010 and the Companys quarterly report on Form 10-Q
for the quarter ended March 31, 2011, filed on May 6, 2011. The Company does not intend and
undertakes no duty to release publicly any updates or revisions to any forward-looking statements
contained herein.
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CONTACT: Erica Abrams or Matthew Hunt |
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(415) 217-5864 or (415) 489-2194 |
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erica@blueshirtgroup.com |
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matt@blueshirtgroup.com |