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): February 311, 2020

Care.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36269	20-5785879
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

77 Fourth Avenue, Fifth Floor Waltham, MA 02451 (Address of principal executive offices) (Zip Code)

(781) 642-5900 (Registrant’s telephone number, include area code)

N/A (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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		CRCM		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x¨

Item 12.0201. ~~Termination~~Completion of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~On February 3, 2020, in connection with entering into the Marcelo Letter~~ Agreement ~~(as described in Item 5.02 below), the Transition Agreement, effective as of August 6, 2019, by~~ and ~~between~~Plan ~~Care.com, Inc. (the “Company”) and Sheila Lirio Marcelo, the Company’s President and Chief Executive Officer (the “Transition Agreement”), was terminated. A summary~~ of the material terms of the Transition Agreement is disclosed in the Company’s current report on Form 8-K filed on August 6, 2019, which summary is qualified in its entirety by reference to the full text of the Transition Agreement filed as Exhibits 10.1 thereto.Merger

~~Item~~As 5previously disclosed in the Current Report on Form 8-K filed by Care.02com, Inc. ~~Departure~~(the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 23, 2019, the Company entered into an Agreement and Plan of ~~Directors~~Merger, dated as of December 20, 2019 (as amended, supplemented or ~~Certain~~otherwise ~~Officers;~~modified ~~Election~~from time to time in accordance with its terms, the “Merger Agreement”), with IAC/InterActiveCorp (“IAC”) and Buzz Merger Sub Inc., a wholly-owned subsidiary of ~~Directors;~~IAC ~~Appointment~~(“Merger Sub”). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, on January 13, 2020, Merger Sub commenced a cash tender offer (the “Offer”) to acquire (i) all outstanding shares of ~~Certain~~common stock ~~Directors;~~of ~~Compensatory~~the ~~Arrangements~~Company, par value $0.001 per share (the “Common Shares”), at a price of ~~Certain~~$15.00 ~~Officers~~per Common Share (the “Common Share Offer Price”) and (ii) all outstanding shares of Series A Convertible Preferred Stock of the Company, par value $0.001 per share (the “Preferred Shares,” and together with the Common Shares, the “Shares”), at (x) 150% of the Liquidation Preference per Preferred Share, as specified in the Certificate of Designations for the Preferred Shares (the “Certificate of Designations”), plus (y) Accrued and Unpaid Dividends payable in respect of such Preferred Shares, as specified in the Certificate of Designations, in the case of clauses (x) and (y), calculated as of and including the expiration date of the Offer, pursuant to the terms of the Certificate of Designations ((x) and (y), together, the “Preferred Share Offer Price”), in each case, net to the holder in cash, without interest and less any applicable withholding taxes. As of one minute after 11:59 p.m., Eastern Time, on February 10, 2020, when the Offer expired, approximately 26,256,871 Common Shares and 46,350 Preferred Shares were validly tendered and not properly withdrawn in the Offer, representing approximately 81.3% of the Company’s outstanding Shares (on an as-converted basis), including 618,484 Common Shares tendered pursuant to guaranteed delivery procedures. Of the Common Shares and Preferred Shares tendered in the Offer, 4,093,712 Common Shares and 46,350 Preferred Shares (representing 5,360,825 Common Shares on an as-converted basis) were tendered pursuant to the support agreements between IAC and each of (i) Sheila Lirio Marcelo, the Founder, Chairwoman of the Company’s board of directors and Chief Executive Officer of the Company, and The Sheila L. Marcelo 2012 Family Trust, (ii) CapitalG LP and (iii) Tenzing Global Management LLC and Tenzing Global Investors Fund I LP. The number of Common Shares tendered pursuant to the support agreements reflects adjustments to the Common Shares held by Ms. Marcelo as reported in the Form 4/A filed by Ms. Marcelo with the SEC on February 6, 2020. With all conditions to the Offer satisfied or waived, on February 11, 2020, Merger Sub accepted for purchase all Shares that were validly tendered pursuant to the Offer and not properly withdrawn.

~~Marcelo~~Following ~~Letter~~completion of the Offer, on February 11, 2020, Merger Sub merged with and into the Company pursuant to Section 251(h) of the General Corporation Law of the State of Delaware and without any stockholder vote, with the Company surviving the Merger as a wholly-owned subsidiary of IAC (the “Merger”), pursuant to the Merger Agreement. The Merger became effective on February 11, 2020, following the filing of the certificate of merger with the Secretary of State of the State of Delaware.

OnEffective ~~February~~as 3, 2020, the Company, Ms. Marcelo, and IAC/InterActiveCorp (“IAC”) entered into a letter agreement (the “Marcelo Letter Agreement”) whereby, among other things, Ms. Marcelo, the Company and IAC acknowledged and agreed that (i) the Transition Agreement was terminated and of nofive ~~continuing~~business ~~force~~days orprior ~~effect as of February 3~~to, ~~2020~~ and ~~that Ms. Marcelo will have no rights under the Transition Agreement;~~conditional ~~(ii)~~upon ~~Ms. Marcelo’s resignation as President and Chief Executive Officer of~~ the ~~Company~~occurrence ~~and termination~~ of, ~~employment with~~ the ~~Company will be~~ effective astime of the ~~closing of the transactions contemplated by that certain Agreement and Plan of~~ Merger ~~entered into by~~ (the ~~Company, IAC and Buzz Merger Sub Inc. (~~“~~Merger~~Effective ~~Sub~~Time”), ~~pursuant~~each toholder ~~which~~of ~~IAC has made~~ a ~~tender offer for all of the outstanding shares of the~~ Company’s ~~common~~Option ~~stock and Series A Convertible Preferred Stock~~ ( ~~the “Tender~~as ~~Offer”~~defined herein) ~~immediately~~that ~~after~~qualified ~~which,~~as ~~upon~~an ~~satisfaction~~incentive ofstock ~~certain~~option ~~conditions~~within of the ~~Tender~~meaning ~~Offer, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary~~ of ~~IAC~~Section 422(~~the “Merger”~~b); ~~(iii)~~of ~~Ms. Marcelo’s resignation and termination will constitute a qualifying termination under Ms. Marcelo’s executive severance agreement with~~ the ~~Company,~~United ~~dated~~States ~~July 19, 2017 (the “Marcelo Severance Agreement”), and, subject to Ms. Marcelo’s execution~~Internal ~~and~~Revenue ~~non-revocation~~Code of a1986, ~~release~~as ~~of claims in favor of the Company and its affiliates~~amended, ~~Ms.~~was ~~Marcelo will be~~ entitled to ~~receive~~exercise ~~the severance~~such ~~payments~~Company ~~and~~Option ~~benefits~~in ~~set~~full ~~forth~~by inproviding the ~~Marcelo~~Company ~~Severance~~with ~~Agreement (assuming~~ a ~~base~~notice ~~salary~~ of exercise ~~$485,000~~ and afull ~~target~~payment ~~annual bonus~~ of ~~$485,000~~the ~~for~~applicable ~~purposes~~exercise ofprice ~~calculating such severance payments and benefits), payable~~ in accordance with ~~the~~and ~~schedule~~subject ~~that was provided under the Transition Agreement prior~~ to ~~its termination; and (iv)~~ the ~~Company~~terms ~~will pay the reasonable legal fees (not to exceed $25,000)~~ of ~~Ms. Marcelo’s counsel with respect to their help in preparing~~ the ~~Marcelo~~applicable ~~Letter Agreement. The Marcelo~~Company ~~Letter~~equity ~~Agreement~~plan ~~will be null~~ and ~~void~~award ~~if the closing of the Merger does not occur~~agreement.

~~The~~At ~~foregoing description of~~ the ~~Marcelo Letter~~Effective ~~Agreement~~Time, ~~does not purport to be complete~~ and ~~is qualified in its entirety by reference to such agreement, which is filed herewith~~ as ~~Exhibit~~a ~~10.1~~result ~~and~~of ~~incorporated~~the ~~herein by reference.~~Merger:

~~Executive~~• ~~Severance~~each ~~Agreement~~Share ~~with~~issued ~~Michael~~and ~~Goss~~outstanding immediately prior to the Effective Time (other than any (i) Shares held in the treasury of the Company, (ii) Shares that at the commencement of the Offer were owned by IAC or Merger Sub, or any direct or indirect wholly-owned subsidiaries of IAC or Merger Sub, (iii) Shares that were irrevocably accepted for payment in the Offer and (iv) Shares held by stockholders of the Company who properly demanded and perfected appraisal rights under Delaware law, which were canceled and for which no payment was delivered) was converted into the right to receive an amount in cash equal to either the Common Share Offer Price or the Preferred Share Offer Price, as applicable, payable net to the holder in cash, without interest, subject to any withholding of taxes as required by applicable law;

On• ~~February~~all 7,outstanding ~~2020,~~shares ~~the~~of ~~Company~~capital ~~entered into~~stock ~~an executive severance agreement with Michael Goss, the Company’s acting Chief Financial Officer (the “Severance Agreement”). Under the terms~~ of ~~the~~Merger ~~Severance~~Sub ~~Agreement,~~issued ~~upon~~and aoutstanding ~~qualifying~~immediately ~~termination,~~prior ~~Mr. Goss will be eligible~~ to ~~receive (a)~~the ~~continued~~Effective ~~payment~~Time ofconverted ~~his~~into ~~then-current~~an ~~base~~aggregate ~~salary for a period~~ of ~~six months following the qualifying termination~~1,000 ~~payable in~~newly ~~accordance with the Company’s ordinary payroll practices~~ and ~~(b)~~validly ~~payment of continued healthcare insurance premiums for a period of up to six months. In addition~~issued, ~~Mr.~~fully ~~Goss~~paid ~~will be entitled to receive accrued~~ and ~~earned,~~non-assessable ~~but~~shares ~~unpaid, remuneration due to him through the date~~ of ~~his~~common ~~qualifying~~stock termination, including, without limitation, earned but unpaid salary, accrued but unpaid time off, other amounts or benefits under the Company’s employee benefit plans, programs or arrangements and earned but unpaid annual bonus for the year immediately prior to the qualifying termination (provided that, Mr. Goss will not receive any cash bonus amount in respect of the ~~2019~~surviving ~~performance year).~~corporation;

~~The~~• ~~foregoing~~each ~~severance~~option ~~payments~~to ~~and benefits~~purchase ~~are~~Common ~~subject~~Shares to(whether ~~Mr.~~vested ~~Goss’s~~or ~~continued~~unvested) ~~compliance~~(each ~~with~~a ~~restrictive~~“Company ~~covenants~~Option”) ~~and~~outstanding ~~his~~immediately ~~execution~~prior ~~and~~to ~~non-revocation of~~the aEffective ~~general~~Time ~~release~~was ofautomatically ~~claims~~canceled inand ~~favor~~converted ofinto the ~~Company~~right ~~and~~to ~~its~~receive ~~affiliates.~~(without ~~Mr.~~interest) ~~Goss~~an isamount ~~subject~~in tocash ~~confidentiality, non-compete~~equal ~~and~~to ~~non-solicit~~the ~~covenants~~product ~~pursuant~~of to(x) ~~which~~the hetotal ~~has~~number ~~agreed~~of toCommon ~~refrain~~Shares ~~from~~underlying ~~disclosing~~ the Company~~’s proprietary~~ ~~information~~Option inas ~~perpetuity~~of ~~and~~immediately ~~from~~prior ~~competing~~to ~~with~~ the ~~Company~~Effective orTime ~~soliciting~~multiplied by (y) the ~~Company’s~~excess, ~~clients~~if any, ~~customers~~ orof ~~employees~~the ~~for~~Common aShare ~~period~~Offer ofPrice 12over ~~months~~the ~~following~~per-share ~~termination~~exercise price of ~~his~~such ~~employment.~~Company ~~The~~Option, ~~severance~~less ~~payments~~taxes ~~and~~required ~~benefits for~~to ~~Mr.~~be ~~Goss~~withheld ~~are~~with ~~also~~respect ~~subject~~ to ~~reduction~~such topayment; ~~the~~provided ~~extent~~that, ~~necessary~~any tosuch ~~avoid~~Company ~~application~~Option ofwith ~~Section~~respect ~~280G~~to ofwhich the ~~Internal Revenue~~per-share ~~Code~~exercise ifprice ~~the~~subject ~~reduction~~thereto ~~results~~was inequal ~~his~~to ~~retaining~~or a greater ~~amount~~than ofthe ~~benefits~~Common onShare anOffer ~~after-tax~~Price ~~basis.~~was canceled for no consideration;

~~The~~• ~~foregoing~~each ~~description~~award of ~~the~~Company ~~Severance Agreement~~restricted ~~does~~stock ~~not~~units ~~purport~~that was subject solely to beservice-based ~~complete~~vesting ~~and~~conditions is(including ~~qualified~~any Company restricted stock units that were subject, in ~~its~~whole ~~entirety~~or byin ~~reference~~part, to ~~such~~performance-based ~~agreement~~vesting conditions as of the applicable grant date, ~~which~~but isthat ~~filed~~were ~~herewith~~ solely subject to service-based vesting conditions as ~~Exhibit~~of ~~10.2~~immediately prior to the Effective Time) (the “Company RSUs”) and ~~incorporated~~that ~~herein~~were outstanding immediately prior to the Effective Time were fully vested and automatically canceled and converted into the right to receive (without interest) an amount in cash equal to (x) the total number of Common Shares underlying such award of Company RSUs as of immediately prior to the Effective Time, multiplied by ~~reference.~~(y) the Common Share Offer Price, less taxes required to be withheld with respect to such payment; and

~~Retention~~• ~~Bonus~~each ~~Agreements~~award of Company restricted stock units other than those described in the immediately preceding bullet were canceled for no consideration prior to the Effective Time in accordance with ~~Certain~~their ~~Officers~~terms.

~~On February 7, 2020, the Company entered into retention bonus agreements with each of Mr. Goss and David Krupinski, the Company’s Chief Technology, Safety and Cybersecurity Officer.~~ The ~~retention~~aggregate ~~bonus~~consideration ~~agreements~~paid ~~provide~~in ~~for cash retention bonus awards that vest and become payable 50% upon~~ the ~~closing of~~Offer ~~the Merger~~ and ~~50% on the date that is six months following the closing of the~~ Merger, ~~in each case, subject to Mr. Goss’s~~was orapproximately Mr$626.7 ~~Krupinski’s continued service with the Company or one of its subsidiaries through the applicable vesting date; provided~~million, ~~however,~~ ~~that~~without ~~such~~giving ~~cash~~effect ~~retention award will become fully vested and payable upon the involuntary termination of Mr. Goss’s or Mr. Krupinski’s employment, respectively, subject~~ to ~~his~~related ~~execution~~transaction ~~and~~fees ~~non-revocation of a release of claims in favor of the Company~~ and ~~its affiliates. The retention bonus award amount for Mr. Goss is $114,000, and the retention bonus award amount~~ ~~for Mr~~expenses. ~~Krupinski is $145,000.~~

The foregoing ~~description~~summary of the ~~retention bonus~~Merger ~~agreements~~Agreement ~~does not purport to be complete and~~ is qualified in its entirety by reference to ~~such~~the ~~agreements~~Merger Agreement, which ~~are~~was filed ~~herewith~~ as Exhibit ~~10.3~~(d)(1) to the Schedule TO filed by IAC and ~~Exhibit~~Merger ~~10.4~~Sub on January 13, 2020 and is incorporated ~~herein~~ by reference herein.

Item 93.01. ~~Financial~~Notice ~~Statements~~of ~~and~~Delisting ~~Exhibits~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the consummation of the Offer and the Merger, on February 11, 2020, at the Company’s request, The New York Stock Exchange (dthe “NYSE”) filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to effect the delisting of the Common Shares from the NYSE. The Common Shares, which previously traded under the symbol “CRCM,” ceased to be traded on the NYSE prior to the opening of trading on February 11, 2020. In addition, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act requesting that the Common Shares be deregistered and that the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.

Exhibit Number		Exhibit Title or Description
10.1		Letter Agreement, dated February 3, 2020, by and among the Company, IAC/InterActiveCorp and Sheila Lirio Marcelo (incorporated by reference to Exhibit (e)(13) to the Schedule 14D-9/A filed by the Company on February 3, 2020)
10.2		Executive Severance Agreement, dated as of February 7, 2020, between the Company and Michael Goss
10.3		Retention Bonus Agreement, dated as of February 7, 2020, between the Company and Michael Goss
10.4		Retention Bonus Agreement, dated as of February 7, 2020, between the Company and David Krupinski

Item 3.03. Material Modification to Rights of Security Holders.

~~Forward~~To the extent required by Item 3.03 of Form 8-~~Looking~~K, ~~Statements~~the disclosure contained in Items 2.01 and 3.01 above and in Items 5.01 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, holders of Common Shares and/or Preferred Shares immediately prior to such time ceased to have any rights as stockholders of the Company (other than their right to receive the Common Share Offer Price and/or the Preferred Share Offer Price, as applicable, for each Share held pursuant to the Merger Agreement).

~~This~~Item ~~current report on Form 8-K contains forward-looking statements regarding future events, including statements regarding the terms of the Marcelo Letter Agreement, the Severance Agreement, and Mr~~5. ~~Goss’s and Mr~~01. ~~Krupinski’s~~Changes ~~retention bonus agreements. These statements are only predictions and reflect the Company’s current beliefs and expectations. Actual events or results may differ materially from those contained~~ in ~~the~~Control forward-looking statements. It is routine for internal projections and expectations to change as the quarter and year progress, and therefore it should be clearly understood that the internal projections and beliefs upon which the Company bases its expectations may change. Although these expectations may change, the Company will not necessarily inform you if they do nor will the Company necessarily update the information contained in this current report on Form 8-K. Readers are urged to read the reports and documents filed from time to time by the Company with the Securities and Exchange Commission for a discussion of ~~important risk factors that could cause actual results to differ materially from those discussed in the forward-looking statements~~Registrant. ~~Forward-looking statements in this report are made pursuant to the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.~~

~~SIGNATURE~~At the Effective Time, the Company became a wholly-owned subsidiary of IAC. As a result, a change of control of the Company occurred. The information contained in Items 2.01, 3.01 and 3.03 above and in Items 5.02 and 5.03 below of this Current Report on Form 8-K is incorporated herein by reference.

~~Pursuant~~Item to5.02. ~~the~~Departure ~~requirements~~ of ~~the~~Directors ~~Securities~~or ~~Exchange Act~~Certain ofOfficers; ~~1934,~~Election ~~the~~of ~~registrant~~Directors; ~~has~~Appointment ~~duly~~of ~~caused~~Certain ~~this~~Officers; ~~report~~Compensatory toArrangements beof ~~signed~~Certain ~~on its behalf by the undersigned hereunto duly authorized~~Officers.

Dated: February 7, 2020	By:	/s/ MELANIE GOINS
		Melanie Goins
		General Counsel and Corporate Secretary

Pursuant to the Merger Agreement, at the Effective Time, on February 11, 2020, the members of the board of directors of the Company prior to the Effective Time ceased to be members of the board of directors of the Company, and the board of directors of Merger Sub, consisting of Glenn H. Schiffman and Gregg Winiarski, became the board of directors of the Company.

Pursuant to the letter agreement, dated February 3, 2020, by and among the Company, IAC and Sheila Lirio Marcelo, which was previously disclosed by the Company in the Schedule 14D-9/A filed by the Company with the SEC on February 3, 2020 and filed as Exhibit (e)(13) thereto, as of the consummation of the transactions contemplated by the Merger Agreement, on February 11, 2020, Ms. Marcelo’s resignation as the Company’s President and Chief Executive Officer and the termination of her employment with the Company became effective. On February 11, 2020, the Company’s board of directors appointed Timothy Allen as the Chief Executive Officer of the Company.

Information concerning the Company’s new directors and Mr. Allen has been previously disclosed in the Tender Offer Statement on Schedule TO, filed with the SEC by IAC and Merger Sub on January 13, 2020, together with the exhibits and annexes thereto and as amended or supplemented, and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, as of the Effective Time, the restated certificate of incorporation of the Company was amended and restated in its entirety to be in the form attached to the Merger Agreement, the text of which amended and restated certificate of incorporation is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Pursuant to the Merger Agreement, as of the Effective Time, the amended and restated bylaws of the Company were amended and restated in their entirety to be in the form attached to the Merger Agreement, the text of which second amended and restated bylaws is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibit Number		Exhibit Title or Description

2.1		Agreement and Plan of Merger by and among IAC/InterActiveCorp, Buzz Merger Sub Inc. and Care.com, Inc., dated as of December 20, 2019 (incorporated by reference to Exhibit (d)(1) to the Schedule TO filed by IAC/InterActiveCorp and Buzz Merger Sub Inc. on January 13, 2020)

3.1		Amended and Restated Certificate of Incorporation of Care.com, Inc.

3.2		Second Amended and Restated Bylaws of Care.com, Inc.

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.


Dated: February 11, 2020	By:	/s/ MELANIE GOINS
		Melanie Goins
		General Counsel and Corporate Secretary

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