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): May 20, 2009
The
Knot, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-28271
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13-3895178
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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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462
Broadway, 6th Floor, New York, New York
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10013
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(Address
of principal executive offices)
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(Zip
Code)
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(Registrant's
telephone number, including area code): (212)
219-8555
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_________________________________
(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 (see General Instruction A.2 below):
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May
20, 2009, the stockholders of The Knot, Inc. (the “Company”) approved the 2009
Stock Incentive Plan (the “2009 Plan”), and the 2009 Employee Stock Purchase
Plan (the “2009 ESPP”), each of which was previously approved by the Board of
Directors of the Company on March 10, 2009. The 2009 Plan replaced
the Company’s 1999 Stock Incentive Plan (the ‘‘1999 Plan’’), which expires by
its terms on November 2, 2009. The 2009 ESPP replaced the Company’s
1999 Employee Stock Purchase Plan, which expires by its terms on the last
business day of January, 2010. The Company’s executive officers are
eligible to participate in these plans, although no awards have yet been made to
any executive officers under these plans since they were approved by
stockholders.
The 2009
Plan provides for the grant of incentive stock options, nonstatutory stock
options, stock appreciation rights, restricted stock, restricted stock units and
other stock- and cash-based awards (collectively,
“Awards”). Employees, officers, directors, consultants and advisors
of the Company are eligible to be granted Awards under the 2009 Plan. Awards may
be made under the 2009 Plan for a number of shares of Common Stock that is equal
to the sum of: (A) 1,000,000 shares of Common Stock; plus (B) such additional
number of shares of Common Stock (up to 4,829,344 shares) as is equal to the sum
of (x) the number of shares of Common Stock reserved for issuance under the
Company’s 1999 Plan that remain available for grant as of the date of
stockholder approval of the 2009 Plan, and (y) the number of shares of Common
Stock subject to awards granted under the 1999 Plan which awards expire,
terminate or are otherwise surrendered, canceled, forfeited or repurchased by
the Company at their original issuance price pursuant to a contractual
repurchase right.
The 2009
ESPP provides eligible employees of the Company and certain of its subsidiaries
with opportunities to purchase shares of the Company’s Common Stock through
accumulated voluntary payroll deductions. The number of shares of
Common Stock that may be issued in the aggregate for this purpose is
300,000. All employees, including directors who are employees, and
all employees of a subsidiary of the Company designated by the Board or the
committee, are eligible to participate in the 2009 ESPP, subject to certain
conditions set forth in the 2009 ESPP.
For more
complete descriptions of the 2009 SIP and the 2009 ESPP, see Proposal 2 and
Proposal 3, respectively, contained in the Company’s definitive Proxy Statement
on Schedule 14A, filed with the Securities and Exchange Commission on
April 7, 2009, which descriptions are included as Exhibit 10.1 to this
report and are incorporated herein by reference.
The
description of the 2009 Plan is qualified in its entirety by reference to the
2009 Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by
reference.
The
description of the 2009 ESPP is qualified in its entirety by reference to the
2009 ESPP, which is filed as Exhibit 10.3 hereto and incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
See
Exhibit Index attached hereto which is incorporated herein by
reference.
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 hereunto duly
authorized.
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THE
KNOT, INC.
(Registrant)
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Date: May
22, 2009
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By:
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/s/ Jeremy
Lechtzin |
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Name:
Jeremy Lechtzin |
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Title: Senior
Vice President, General Counsel and Secretary
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EXHIBIT
INDEX
10.1
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Description
of The Knot, Inc. 2009 Stock Incentive Plan and The Knot, Inc. 2009
Employee Stock Purchase Plan (incorporated by reference to Proposals 2 and
3 contained in the Company’s definitive Proxy Statement on Schedule 14A, filed
with the Securities and Exchange Commission on April 7,
2009).
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10.2
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The
Knot, Inc. 2009 Stock Incentive Plan (incorporated by reference to Exhibit
99.1 of the Company’s Registration Statement on Form S-8, filed with the
Securities and Exchange Commission on May 22, 2009)
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10.3
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The
Knot, Inc. 2009 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 99.2 of the Company’s Registration Statement on Form S-8, filed
with the Securities and Exchange Commission on May 22,
2009)
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