ACTV Документы SEC - Two Roads Shared Trust - LeaderShares Activist Leaders ETF- Годовой отчет, доверенное заявление, проспект эмиссии

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Two Roads Shared Trust - LeaderShares Activist Leaders ETF

SEC Filings (Chronological Order)

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December 3, 2013	15-12B	- FORM 15 Form 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35187 THE ACTIVE NETWORK, INC. (Exact name of registrant as spec
November 20, 2013	S-8 POS	- S-8 POS S-8 POS As filed with the Securities and Exchange Commission on November 20, 2013 Registration No.
November 20, 2013	EX-99.25	EX-99.25 NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on December 2, 2013, pursuant to the provisions of Rule 12d2-2 (a).
November 20, 2013	EX-3.1	AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE ACTIVE NETWORK, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE ACTIVE NETWORK, INC. FIRST The name of the Corporation is The Active Network, Inc. (the “Corporation”). SECOND The address of the Corporation’s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware, 19904. The name of its registered agent at such addres
November 20, 2013	EX-3.2	SECOND AMENDED AND RESTATED BY-LAWS THE ACTIVE NETWORK, INC. A Delaware corporation (Adopted as of November 15, 2013) ARTICLE I EX-3.2 Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF THE ACTIVE NETWORK, INC. A Delaware corporation (Adopted as of November 15, 2013) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, Delaware, 19904. The name of the corporation’s registered
November 20, 2013	8-K	Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events 8-K 1 d630220d8k.htm FORM 8-K 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): November 15, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdict
November 20, 2013	S-8 POS	- S-8 POS S-8 POS As filed with the Securities and Exchange Commission on November 20, 2013 Registration No.
November 20, 2013	S-8 POS	- S-8 POS S-8 POS As filed with the Securities and Exchange Commission on November 20, 2013 Registration No.
November 15, 2013	EX-99.(A)(12)	Vista Equity Partners Announces Successful Completion of Cash Tender Offer for Shares of ACTIVE Network Darko Dejanovic Appointed Chief Executive Officer EX-99.(a)(12) Exhibit (a)(12) Vista Equity Partners Announces Successful Completion of Cash Tender Offer for Shares of ACTIVE Network Darko Dejanovic Appointed Chief Executive Officer SAN DIEGO, CALIF. — November 15, 2013 — ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced the successful completion of the tender offer (the “Offer”) by Athla
November 15, 2013	SC TO-T/A	- AMENDMENT NO.8 Amendment No.8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 8 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. VI
November 15, 2013	SC 14D9/A	- SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 7) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of
November 15, 2013	EX-99.(A)(5)(I)	Vista Equity Partners Announces Successful Completion of Cash Tender Offer for Shares of ACTIVE Network Darko Dejanovic Appointed Chief Executive Officer EX-99.(A)(5)(I) 2 d631277dex99a5i.htm EX-99.(A)(5)(I) Exhibit (a)(5)(I) Vista Equity Partners Announces Successful Completion of Cash Tender Offer for Shares of ACTIVE Network Darko Dejanovic Appointed Chief Executive Officer SAN DIEGO, CALIF. — November 15, 2013 — ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced the successful completion
November 7, 2013	SC 14D9/A	- SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 6) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities
November 7, 2013	EX-99.(A)(5)(H)	Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. EX-99.(a)(5)(H) Exhibit (a)(5)(H) Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. SAN DIEGO, CALIF. — November 7, 2013 — In connection with the previously announced agreement to acquire ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”), Vista Equity Partners (“Vista”) and Active today announced that Athlaction Merger Sub, Inc. has extended the expirat
November 7, 2013	SC TO-T/A	- AMENDMENT NO. 7 Amendment No. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 7 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. V
November 7, 2013	EX-99.(A)(11)	Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. EX-99.(A)(11) Exhibit (a)(11) Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. SAN DIEGO, CALIF. — November 7, 2013 — In connection with the previously announced agreement to acquire ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”), Vista Equity Partners (“Vista”) and Active today announced that Athlaction Merger Sub, Inc. has extended the expiration
November 6, 2013	EX-99.(A)(5)(E)	SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO STEVE D’AMBROSIA, Individually and on ) Case No. 37-2013-00070071-CU-BT-CTL Behalf of All Others Similarly Situated, ) ) CLASS ACTION Plaintiff, ) ) AMENDED COMPLAINT FOR BREACHES vs. ) OF EX-99.(a)(5)(E) Exhibit (a)(5)(E) ROBBINS GELLER RUDMAN & DOWD LLP RANDALL J. BARON (150796) A. RICK ATWOOD, JR. (156529) DAVID T. WISSBROECKER (243867) EDWARD M. GERGOSIAN (105679) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231-1058 619/231-7423 (fax Attorneys for Plaintiff [Additional counsel appear on signature page.] SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN
November 6, 2013	EX-99.(A)(5)(G)	Vista Equity Partners Announces Waiver of Financing Proceeds Condition and Marketing Period Condition EX-99.(a)(5)(G) Exhibit (a)(5)(g) Vista Equity Partners Announces Waiver of Financing Proceeds Condition and Marketing Period Condition SAN DIEGO, CALIF. — November 6, 2013 —ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced that Vista’s affiliates, Athlaction Holdings, LLC (“Parent”) and Athlaction Merger Sub, Inc. (“Purchaser”), waived the
November 6, 2013	SC TO-T/A	- AMENDMENT NO. 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 6 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. VISTA EQUITY PART
November 6, 2013	SC 14D9/A	- SC 14D9/A SC 14D9/A 1 d624295dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 5) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par val
November 6, 2013	EX-99.(A)(10)	Vista Equity Partners Announces Waiver of Financing Proceeds Condition and Marketing Period Condition EX-99.(a)(10) Exhibit (a)(10) Vista Equity Partners Announces Waiver of Financing Proceeds Condition and Marketing Period Condition SAN DIEGO, CALIF. — November 6, 2013 —ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”) and Vista Equity Partners (“Vista”) today announced that Vista’s affiliates, Athlaction Holdings, LLC (“Parent”) and Athlaction Merger Sub, Inc. (“Purchaser”), waived the “Fi
November 5, 2013	10-Q	Quarterly Report - FORM 10-Q 10-Q 1 d599873d10q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD F
November 5, 2013	EX-10.1	THE ACTIVE NETWORK, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (Performance Vesting) EX-10.1 Exhibit 10.1 THE ACTIVE NETWORK, INC. NOTICE OF GRANT OF RESTRICTED STOCK UNITS (Performance Vesting) The Active Network, Inc. (the ?Company?) has granted to the Participant an award (the ?Award?) of certain units (?Units?) pursuant to The Active Network, Inc. 2011 Equity Incentive Plan (the ?Plan?), as follows: Participant: Employee ID: Date of Grant: Number of Units to be settled in shar
November 1, 2013	SC TO-T/A	- AMENDMENT NO. 5 Amendment No. 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 5 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. V
October 30, 2013	EX-99.1	ACTIVE Network Reports Third Quarter 2013 Financial Results EX-99.1 Exhibit 99.1 ACTIVE Network Reports Third Quarter 2013 Financial Results • Third Quarter Revenue of $117.5 Million • Third Quarter Adjusted EBITDA of $16.4 Million SAN DIEGO, CALIF. – October 30, 2013 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based activity and participant management™ solutions, today announced its financial results for the third quarter ended September 30, 2013.
October 30, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K 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): October 30, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Comm
October 29, 2013	CORRESP	- Via EDGAR October 29, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
October 29, 2013	EX-99.(A)(9)	Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. EX-99.(a)(9) Exhibit (a)(9) Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. SAN DIEGO, CALIF. — October 29, 2013 — In connection with the previously announced agreement to acquire ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”), Vista Equity Partners (“Vista”) and Active today announced that the marketing period for the merger agreement commenced on
October 29, 2013	EX-99.(A)(5)(F)	Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. EX-99.(a)(5)(F) Exhibit (a)(5)(F) Vista Equity Partners Extends Tender Offer for All Outstanding Shares of ACTIVE Network. SAN DIEGO, CALIF. — October 29, 2013 — In connection with the previously announced agreement to acquire ACTIVE Network (NYSE: ACTV) (the “Company” or “ACTIVE”), Vista Equity Partners (“Vista”) and Active today announced that the marketing period for the merger agreement commen
October 29, 2013	SC TO-T/A	- AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. VISTA EQUITY PART
October 29, 2013	SC 14D9/A	- SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 4) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of
October 25, 2013	8-K	Other Events - FORM 8-K FORM 8-K 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): October 21, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation)
October 23, 2013	SC 14D9/A	- SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities
October 23, 2013	CORRESP	- CORRESPONDENCE Via EDGAR October 23, 2013 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
October 23, 2013	SC TO-T/A	- AMENDMENT NO. 3 Amendment No. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. V
October 16, 2013	EX-99.(A)(5)(C)	Leigh lparker@weisslawllp. A. Parker (170565) com WEISSLAW 1516 South Bundy LLP Drive, Suite 309 Telephone: Los Angeles, 310/208-2800 CA 90025 Facsimile: 310/209-2348 Attorneys and the Proposed for Plaintiff Class Stephen Bushansky [Additional counse EX-99.(a)(5)(C) Exhibit (a)(5)(C) Leigh lparker@weisslawllp. A. Parker (170565) com WEISSLAW 1516 South Bundy LLP Drive, Suite 309 Telephone: Los Angeles, 310/208-2800 CA 90025 Facsimile: 310/209-2348 Attorneys and the Proposed for Plaintiff Class Stephen Bushansky [Additional counsel appear on signature page] SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO ) Case No. 37-2013-0007040
October 16, 2013	SC 14D9/A	- SC 14D9/A SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of
October 16, 2013	EX-99.(A)(5)(D)	FARUQI David E. Bower & FARUQI, (SBN 119546) LLP Los 10866 Angeles, Wilshire CA Boulevard, 90024 Suite 1470 Facsimile: Telephone: 424-256-2885 424-256-2884 Email: [email protected] Attorneys for Plaintiff Sanjay Gupta SUPERIOR COURT OF THE STATE O EX-99.(a)(5)(D) Exhibit (a)(5)(D) FARUQI David E. Bower & FARUQI, (SBN 119546) LLP Los 10866 Angeles, Wilshire CA Boulevard, 90024 Suite 1470 Facsimile: Telephone: 424-256-2885 424-256-2884 Email: [email protected] Attorneys for Plaintiff Sanjay Gupta SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO SANJAY GUPTA On Behalf of Himself and All Case No. Others Similarly Situated, CLASS
October 16, 2013	SC TO-T/A	- AMENDMENT NO. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. VISTA EQUITY PART
October 10, 2013	EX-99.(A)(5)(A)	SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO EX-99.(a)(5)(a) Exhibit (a)(5)(A) Leigh A. Parker (170565) lparker@weisslawllp. com WEISSLAW LLP 1516 South Bundy Drive, Suite 309 Los Angeles, CA 90025 Telephone: 310/208-2800 Facsimile: 310/209-2348 Attorneys for Plaintiff Stephen Bushansky and the Proposed Class [Additional counsel appear on signature page] SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN DIEGO STEPHEN BUSHANSKY, On Beha
October 10, 2013	SC TO-T/A	- SC TO-T/A SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. VISTA E
October 10, 2013	SC 14D9/A	- SC 14D9/A SC 14D9/A 1 d611265dsc14d9a.htm SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par val
October 10, 2013	EX-99.(A)(5)(B)	ROBBINS GELLER RUDMAN & DOWD LLP RANDALL J. BARON (150796) A. RICK ATWOOD, JR. (156529) DAVID T. WISSBROECKER (243867) EDWARD M. GERGOSIAN (105679) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231.4058 619/231-7423 (fax Attorn EX-99.(a)(5)(b) Exhibit (a)(5)(B) ROBBINS GELLER RUDMAN & DOWD LLP RANDALL J. BARON (150796) A. RICK ATWOOD, JR. (156529) DAVID T. WISSBROECKER (243867) EDWARD M. GERGOSIAN (105679) 655 West Broadway, Suite 1900 San Diego, CA 92101 Telephone: 619/231.4058 619/231-7423 (fax Attorneys for Plaintiff [Additional counsel appear on signature page.] SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SAN
October 8, 2013	EX-99.(A)(1)(E)	Offer To Purchase For Cash All Outstanding Shares of Common Stock THE ACTIVE NETWORK, INC., a Delaware corporation $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated October 8, 2013 ATHLACTION MERGER SUB, INC., a Delaware corporation and a Exhibit (a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of THE ACTIVE NETWORK, INC.
October 8, 2013	EX-99.(A)(1)(D)	Offer To Purchase For Cash All Outstanding Shares of Common Stock THE ACTIVE NETWORK, INC., a Delaware corporation $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated October 8, 2013 ATHLACTION MERGER SUB, INC., a Delaware corporation and a EX-99.(A)(1)(D) 5 d606730dex99a1d.htm EXHIBIT (A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of THE ACTIVE NETWORK, INC., a Delaware corporation at $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated October 8, 2013 by ATHLACTION MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of ATHLACTION HOLDINGS, LLC, a Delaware lim
October 8, 2013	EX-10.1	INDEMNITY AGREEMENT EX-10.1 Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated , 20 , is made between The Active Network, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries and wishes to i
October 8, 2013	EX-99.(A)(1)(A)	Offer to Purchase for Cash All Outstanding Shares of Common Stock THE ACTIVE NETWORK, INC. $14.50 Net Per Share ATHLACTION MERGER SUB, INC., a wholly–owned subsidiary of ATHLACTION HOLDINGS, LLC Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of THE ACTIVE NETWORK, INC.
October 8, 2013	EX-10.2	[Signature page follows] EX-10.2 Exhibit 10.2 To: Dennis Triplett From: Sheryl Roland Effective Date: July 30, 2012 Re: Amended and Restated Change in Control Agreement The Active Network, Inc. (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company’s key management personnel. In this regard, the Company’s Board of Directors (the “Board”) recogniz
October 8, 2013	EX-99.(D)(2)	THE ACTIVE NETWORK, INC. NONDISCLOSURE AND STANDSTILL AGREEMENT Exhibit (d)(2) Exhibit (d)(2) THE ACTIVE NETWORK, INC. NONDISCLOSURE AND STANDSTILL AGREEMENT This Nondisclosure and Standstill Agreement (this “Agreement”) by and between The Active Network, Inc, a Delaware corporation (“Provider”), and Vista Equity Partners III, LLC (“Recipient”), is dated as of August 6, 2013 (the “Effective Date”). Provider and Recipient shall each be referred to herein indivi
October 8, 2013	EX-99.(A)(1)(G)	This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated October 8, 2013, and the related Letter Exhibit (a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).
October 8, 2013	EX-99.(D)(4)	Vista Equity Partners Fund III, L.P. Vista Equity Partners Fund IV, L.P. 401 Congress Avenue Suite 3100 Austin, TX 78701 September 28, 2013 Exhibit (d)(4) EXECUTION Vista Equity Partners Fund III, L.P. Vista Equity Partners Fund IV, L.P. 401 Congress Avenue Suite 3100 Austin, TX 78701 September 28, 2013 Athlaction Holdings, LLC c/o Vista Equity Partners Fund IV, L.P. 401 Congress Avenue Suite 3100 Austin, TX 78701 Attention: Brian N. Sheth Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (as the sam
October 8, 2013	EX-99.(D)(3)	LIMITED GUARANTEE Exhibit (d)(3) Exhibit (d)(3) EXECUTION LIMITED GUARANTEE THIS LIMITED GUARANTEE, dated as of September 28, 2013 (this “Limited Guarantee”), is made by each of Vista Equity Partners Fund III, L.
October 8, 2013	EX-99.A.2.A	October 8, 2013 EX-99(a)(2)(A) EXHIBIT (a)(2)(A) October 8, 2013 Dear Stockholder: On behalf of the Board of Directors of The Active Network, Inc.
October 8, 2013	EX-99.(A)(1)(B)	LETTER OF TRANSMITTAL To Tender Shares of Common Stock THE ACTIVE NETWORK, INC., a Delaware corporation $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated October 8, 2013 ATHLACTION MERGER SUB, INC., a Delaware corporation and a wholly-owne Exhibit (a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of THE ACTIVE NETWORK, INC.
October 8, 2013	EX-99.(A)(1)(C)	NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock THE ACTIVE NETWORK, INC., a Delaware corporation $14.50 NET PER SHARE Pursuant to the Offer to Purchase dated October 8, 2013 ATHLACTION MERGER SUB, INC., a Delaware corporation and a Exhibit (a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of THE ACTIVE NETWORK, INC.
October 8, 2013	8-K	Financial Statements and Exhibits, Other Events 8-K 1 d609265d8k.htm 8-K 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): October 8, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of
October 8, 2013	EX-99.(B)(1)	BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 Exhibit (b)(1) Exhibit (b)(1) BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036 ROYAL BANK OF CANADA Three World Financial Center 200 Vesey Street New York, New York 10281 BANK OF MONTREAL 115 South LaSalle Street Chicago, IL 60603 BMO CAPITAL MARKETS CORP. 3 Times Square New York, NY 10036 October 5, 2013 Athlaction Holdings, LLC c/o
October 8, 2013	SC TO-T	- SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION MERGER SUB, INC. ATHLACTION HOLDINGS, LLC (Name of Filing Persons (Offerors)) VISTA EQUITY PARTNERS FUND III, L.P. VISTA EQUITY PARTNERS FUND IV, L.
October 8, 2013	SC 14D9	- SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement under Section 14(d)(4) of the Securities Exchange Act of 1934 THE ACTIVE NETWORK, INC. (Name of Subject Company) THE ACTIVE NETWORK, INC. (Name of Person Filing Statement) Common Stock, $0.001 par value per share (Title of Class of Securities
October 8, 2013	EX-99.(A)(8)	Vista Equity Partners Commences Tender Offer for All Outstanding Shares of ACTIVE Network. — Previously-Announced Offer Price of $14.50 Per Share in Cash — Exhibit (a)(8) Exhibit (a)(8) Vista Equity Partners Commences Tender Offer for All Outstanding Shares of ACTIVE Network.
September 30, 2013	EX-99.1	ACTIVE Network to be Acquired by Vista Equity Partners ACTIVE Network Stockholders to Receive $14.50 per Share in Cash in Transaction Valued at Approximately $1.05 Billion EX-99.1 3 d604812dex991.htm EX-99.1 Exhibit 99.1 ACTIVE Network to be Acquired by Vista Equity Partners ACTIVE Network Stockholders to Receive $14.50 per Share in Cash in Transaction Valued at Approximately $1.05 Billion SAN DIEGO, CALIF. – September 30, 2013 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based Activity and Participant Management™ (APM) solutions, today announced that it has e
September 30, 2013	EX-2.1	AGREEMENT AND PLAN OF MERGER ATHLACTION HOLDINGS, LLC a Delaware limited liability company, ATHLACTION MERGER SUB, INC., a Delaware corporation, and THE ACTIVE NETWORK, INC. a Delaware corporation Dated as of September 28, 2013 ARTICLE I. THE OFFER 2 EX-2.1 2 d604812dex21.htm EX-2.1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among: ATHLACTION HOLDINGS, LLC a Delaware limited liability company, ATHLACTION MERGER SUB, INC., a Delaware corporation, and THE ACTIVE NETWORK, INC. a Delaware corporation Dated as of September 28, 2013 ARTICLE I. THE OFFER 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 Directors of the Company 6 1.4 Top-Up Option 8 ARTICLE
September 30, 2013	SC TO-C	- SCHEDULE TO SC TO-C 1 d604534dsctoc.htm SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 THE ACTIVE NETWORK, INC. (Name of Subject Company (Issuer)) ATHLACTION HOLDINGS, LLC ATHLACTION MERGER SUB, INC. (Name of Filing Persons (Offerors)) VISTA EQUITY PA
September 30, 2013	SC14D9C	- SC14D9C SC14D9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (RULE 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 THE ACTIVE NETWORK, INC.
September 30, 2013	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 8-K 1 d604812d8k.htm FORM 8-K 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): September 28, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdic
August 2, 2013	EX-10.53	SECOND AMENDMENT TO CREDIT AGREEMENT EX-10.53 Exhibit 10.53 SECOND AMENDMENT TO CREDIT AGREEMENT SECOND AMENDMENT TO CREDIT AGREEMENT dated as of July 23, 2013 (the “Agreement”) is entered into among The Active Network, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. All capitalized terms used herein and not otherwise defi
August 2, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
August 1, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): August 1, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (C
August 1, 2013	EX-99.1	ACTIVE Network Reports Second Quarter 2013 Financial Results EX-99.1 2 d577835dex991.htm EX-99.1 Exhibit 99.1 ACTIVE Network Reports Second Quarter 2013 Financial Results • Record Second Quarter Revenue of $132.4 Million • Strong Second Quarter Adjusted EBITDA of $22.2 Million • Company Issues Improved Full Year 2013 Adjusted EBITDA Guidance SAN DIEGO, CALIF. – August 1, 2013 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based activity and participant
June 27, 2013	8-K	Submission of Matters to a Vote of Security Holders - FORM 8-K Form 8-K 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): June 21, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Co
May 23, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K Form 8-K 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 21, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Com
May 23, 2013	DEF 14A	- DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Pro
May 23, 2013	EX-10.52	SEPARATION AND SEVERANCE AGREEMENT EX-10.52 3 d543480dex1052.htm EX-10.52 Exhibit 10.52 SEPARATION AND SEVERANCE AGREEMENT This Separation and Severance Agreement (“Separation Agreement”) is made by and between The Active Network, Inc. (“Company”) and Matthew Landa (“Employee”) with respect to the following facts: A. Employee is presently employed by Company as Chief Executive Officer and serves as a member of Company’s Board of Di
May 23, 2013	EX-10.51	SEPARATION AND SEVERANCE AGREEMENT EX-10.51 2 d543480dex1051.htm EX-10.51 Exhibit 10.51 SEPARATION AND SEVERANCE AGREEMENT This Separation and Severance Agreement (“Separation Agreement”) is made by and between The Active Network, Inc. (“Company”) and David Alberga (“Employee”) with respect to the following facts: A. Employee is presently employed by Company as Executive Chairman and serves as Chairman of Company’s Board of Directo
May 3, 2013	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2013 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
May 3, 2013	SC 13G/A	ACTV / Active Network Inc / PRIMECAP MANAGEMENT CO/CA/ - SC 13G/A Passive Investment OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D.
May 2, 2013	EX-99.1	ACTIVE Network Reports First Quarter 2013 Financial Results EX-99.1 Exhibit 99.1 ACTIVE Network Reports First Quarter 2013 Financial Results • First Quarter Revenue Increases 12% to $106.0 Million • Record First Quarter Adjusted EBITDA of $6.1 Million • Operating Cash Flow of $60.2 Million for the Quarter SAN DIEGO, CALIF. – May 2, 2013 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based activity and participant management™ solutions, today announced
May 2, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 d530183d8k.htm FORM 8-K 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 2, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of
May 1, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events 8-K 1 d529947d8k.htm FORM 8-K 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): April 30, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction
May 1, 2013	EX-10.50	EXECUTIVE EMPLOYMENT AGREEMENT EX-10.50 Exhibit 10.50 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of April 30, 2013 (“Effective Date”), by and between The Active Network, Inc. (“Company”) and Jon Belmonte (“Executive”). The parties agree as follows: 1. Employment. Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and condition
May 1, 2013	EX-99.1	ACTIVE NETWORK ANNOUNCES MANAGEMENT CHANGES AND PROVIDES POSITIVE PRELIMINARY 2013 FIRST QUARTER RESULTS EX-99.1 Exhibit 99.1 ACTIVE NETWORK ANNOUNCES MANAGEMENT CHANGES AND PROVIDES POSITIVE PRELIMINARY 2013 FIRST QUARTER RESULTS — Jon Belmonte Named Interim CEO — Company Reports Strong First Quarter 2013 Revenue — First Quarter 2013 Adjusted EBITDA Will Exceed Previously Provided Guidance SAN DIEGO, CALIF. – May 1, 2013 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based Activity and Participa
April 29, 2013	10-K/A	ACTV 10-K/A (Annual Report) 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A AMENDMENT NO.
February 27, 2013	S-8 POS	- S-8 POS S-8 POS As filed with the Securities and Exchange Commission on February 26, 2013 Registration No.
February 27, 2013	EX-21.1	Subsidiaries of the Registrant EXHIBIT 21.1 Subsidiaries of the Registrant Set forth below is a list of subsidiaries of the Registrant. Unless otherwise indicated, all of the subsidiaries listed below are wholly-owned subsidiaries of The Active Network, Inc. and are owned directly by either The Active Network, Inc. or by wholly-owned subsidiaries of The Active Network, Inc. Subsidiary Jurisdiction of Formation Active Canada Hol
February 27, 2013	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
February 27, 2013	EX-10.49	THE ACTIVE NETWORK, INC. MARKET STOCK UNITS AGREEMENT Exhibit 10.49 THE ACTIVE NETWORK, INC. MARKET STOCK UNITS AGREEMENT The Active Network, Inc. has granted to the Participant named in the Notice of Grant of Market Stock Units (the ?Grant Notice?) to which this Market Stock Units Agreement (the ?Agreement?) is attached an Award consisting of Market Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement. The
February 27, 2013	S-8	- S-8 S-8 As filed with the Securities and Exchange Commission on February 26, 2013 Registration No.
February 14, 2013	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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 14, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation)
February 14, 2013	SC 13G/A	ACTV / Active Network Inc / Walt Disney Co/ - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) The Active Network, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00506D 100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t
February 14, 2013	EX-99.1	ACTIVE Network Reports Fourth Quarter and Fiscal Year 2012 Financial Results EX-99.1 2 d487249dex991.htm EX-99.1 Exhibit 99.1 ACTIVE Network Reports Fourth Quarter and Fiscal Year 2012 Financial Results • Fourth Quarter Revenue Increases 23% to $93.7 Million • 2012 Revenue Increases 24% to $418.9 Million • 2012 Registrations Up 12% and Revenue Per Registration Up 8% • Reaffirming Full Year 2013 Guidance SAN DIEGO, CALIF. – February 14, 2013 – ACTIVE Network (NYSE: ACTV), t
February 14, 2013	SC 13G/A	ACTV / Active Network Inc / Canaan VII LP - SC 13G/A Passive Investment SC 13G/A 1 d484796dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Active Network, Inc. (Name of issuer) Common Stock, $0.001 par value (Title of class of securities) 00506D100 (CUSIP number) December 31, 2012 (Date of event which requires filing of this statement) Check the ap
February 13, 2013	SC 13G/A	ACTV / Active Network Inc / ABS VENTURES VI L P - THE ACTIVE NETWORK Passive Investment SC 13G/A 1 abs-activenet17473.htm THE ACTIVE NETWORK SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* The Active Network, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 00506D100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the
February 7, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 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 1, 2013 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commissi
February 7, 2013	EX-10.21O	INDEMNITY AGREEMENT EX-10.21O Exhibit 10.21O INDEMNITY AGREEMENT This Indemnity Agreement, dated February 5, 2013, is made between The Active Network, Inc., a Delaware corporation (the “Company”), and Edward Neppl (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its
February 5, 2013	SC 13G	ACTV / Active Network Inc / PRIMECAP MANAGEMENT CO/CA/ - SC 13G Passive Investment OMB APPROVAL UNITED STATES OMB Number: 3235-0145 SECURITIES AND EXCHANGE COMMISSION Expires: February 28, 2009 Washington, D.
January 10, 2013	SC 13G/A	ACTV / Active Network Inc / PRICE T ROWE ASSOCIATES INC /MD/ - ACTV AS OF 12/31/2012 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ACTIVE NETWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00506D100 (CUSIP Number) December 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule
December 24, 2012	EX-10.48	AMENDMENT NO. 2 TO RETENTION AGREEMENT Amendment No. 2 to the Retention Agreement Exhibit 10.48 AMENDMENT NO. 2 TO RETENTION AGREEMENT This Amendment No. 2 (“Amendment No. 2”) to the Retention Agreement, dated April 29, 2011 (the “Original Agreement” and together with the Amendment, the “Agreement”), by and between The Active Network, Inc. (the “Company”) and Darko Dejanovic (the “Employee”), is made as of December 20, 2012, by and bet
December 24, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits 8-K 1 d457763d8k.htm FORM 8-K 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): December 20, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdict
November 26, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): November 19, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation)
November 26, 2012	EX-10.47	Schedule A Grant Number of Unvested Shares with Vesting Acceleration 20412409 1,563 20412525 5,263 20412577 8,334 20412526 988 T O T A L 16,148 Number of Unvested RSUs with Vesting Acceleration 5,080 Letter Agreement Exhibit 10.47 10182 Telesis Court \| San Diego CA \| 92121 www.ACTIVEnetwork.com November 26, 2012 Ms. Sheryl Roland (the “Executive”) c/o The Active Network, Inc. 10182 Telesis Court, Suite 100 San Diego, CA 92117 Dear Sheryl: This letter agreement (the “Agreement”) states the terms and conditions applicable to the termination of Executive’s employment with The Active Network, Inc.
November 9, 2012	SC 13G/A	ACTV / Active Network Inc / PRICE T ROWE ASSOCIATES INC /MD/ - ACTV AS OF 10/31/12 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ACTIVE NETWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00506D100 (CUSIP Number) October 31, 2012 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule i
November 2, 2012	EX-10.44	[Signature page follows] Exhibit 10.44 To: Sheryl Roland From: Kory Vossoughi Effective Date: July 30, 2012 Re: Amended and Restated Change in Control Agreement The Active Network, Inc. (the ?Company?) considers it essential to the best interests of its stockholders to foster the continuous employment of the Company?s key management personnel. In this regard, the Company?s Board of Directors (the ?Board?) recognizes that
November 2, 2012	EX-10.46	THE ACTIVE NETWORK, INC. NOTICE OF GRANT OF STOCK OPTION Exhibit 10.46 THE ACTIVE NETWORK, INC. NOTICE OF GRANT OF STOCK OPTION The Active Network, Inc. (the ?Company?) has granted to the Participant an option (the ?Option?) to purchase certain shares of Stock of the Company pursuant to The Active Network, Inc. Equity Incentive Plan (the ?Plan?), as follows: Participant: Employee ID: Date of Grant: Number of Option Shares: , subject to adjustment as pro
November 2, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
November 2, 2012	EX-10.45	THE ACTIVE NETWORK, INC. FORM OF NOTICE OF GRANT OF RESTRICTED STOCK UNITS (Performance Vesting) Exhibit 10.45 THE ACTIVE NETWORK, INC. FORM OF NOTICE OF GRANT OF RESTRICTED STOCK UNITS (Performance Vesting) The Active Network, Inc. (the ?Company?) has granted to the Participant awards (the ?Awards?) of certain units (?Units?) pursuant to The Active Network, Inc. 2011 Equity Incentive Plan (the ?Plan?), as follows: Participant: Employee ID: Date of Grant of Initial Performance Restricted Stoc
November 1, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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): November 1, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation)
November 1, 2012	EX-99.1	ACTIVE Network Reports Third Quarter 2012 Financial Results Press Release Exhibit 99.1 ACTIVE Network Reports Third Quarter 2012 Financial Results • Third Quarter Revenue Increases 22% to $109.2 Million • Year-to-Date Revenue Up 24% to $325.2 Million • Third Quarter Adjusted EBITDA $15.4 Million SAN DIEGO, CALIF. – November 1, 2012 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based Activity and Participant Management™ (APM) solutions, today announced
September 27, 2012	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): September 21, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation
September 27, 2012	EX-99.1	ACTIVE NETWORK ANNOUNCES EXECUTIVE LEADERSHIP PROMOTIONS Dave Alberga Named Executive Chairman; Matt Landa and Darko Dejanovic Assume Expanded Roles Press Release Exhibit 99.1 FOR IMMEDIATE RELEASE ACTIVE NETWORK ANNOUNCES EXECUTIVE LEADERSHIP PROMOTIONS Dave Alberga Named Executive Chairman; Matt Landa and Darko Dejanovic Assume Expanded Roles SAN DIEGO, Calif. — September 27, 2012 — ACTIVE Network (NYSE: ACTV), the leader in cloud-based Activity and Participant Management™, today announced several promotions on its executive leadership team,
August 31, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K Form 8-K 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): August 28, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (
August 8, 2012	EX-10.43	2012 Non-Employee Director Compensation Policy 2012 Non-Employee Director Compensation Policy Pursuant to The Active Network, Inc.
August 8, 2012	424B3	1,350,000 Shares of Common Stock Form 424(b)(3) Table of Contents Filed Pursuant to 424(b)(3) Registration No. 333-179115 PROSPECTUS 1,350,000 Shares of Common Stock This prospectus covers the sale of an aggregate of 1,350,000 shares of our common stock by the selling stockholders named in the “Selling Stockholders” section of this prospectus. These shares were privately issued to the selling stockholders in connection with a mer
August 8, 2012	EX-10.1(C)	SECOND AMENDMENT TO LEASE (Seaview Corporate Center) EX-10.1(C) 2 d347544dex101c.htm EX-10.1(C) SECOND AMENDMENT TO LEASE (Seaview Corporate Center) THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of the 31st day of March, 2011, by and between AG/POP SEAVIEW CORPORATE, L.P., a Delaware limited partnership (“Landlord”) and THE ACTIVE NETWORK, INC., a Delaware corporation (“Tenant”). RECITALS: A. Seaview PFG, LLC, a Del
August 8, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
August 8, 2012	EX-10.1(D)	THIRD (3rd) AMENDMENT TO SEAVIEW CORPORATE CENTER OFFICE LEASE THIRD (3rd) AMENDMENT TO SEAVIEW CORPORATE CENTER OFFICE LEASE THIS THIRD (3rd) AMENDMENT TO SEAVIEW CORPORATE CENTER OFFICE LEASE (?Third Amendment?) is made this 11th day of May, 2012 (the ?Effective Date?), BY AND BETWEEN: JOHN HANCOCK LIFE INSURANCE COMPANY (U.
August 3, 2012	EX-10.41	FORM OF THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENT Form of The Executive Nonqualified "Excess" Plan Adoption Agreement Exhibit 10.41 FORM OF THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN ADOPTION AGREEMENT THIS AGREEMENT is the adoption by The Active Network, Inc. (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”). W I T N E S S E T H: WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan
August 3, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): July 30, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Co
August 3, 2012	8-K/A	Submission of Matters to a Vote of Security Holders - FORM 8-K/A Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation)
August 3, 2012	EX-10.42	FORM OF THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT FORM OF THE EXECUTIVE NONQUALIFIED EXCESS PLAN EX-10.42 3 d391456dex1042.htm FORM OF THE EXECUTIVE NONQUALIFIED EXCESS PLAN DOCUMENT. Exhibit 10.42 FORM OF THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT FORM OF THE EXECUTIVE NONQUALIFIED EXCESS PLAN Section 1. Purpose: By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management E
August 2, 2012	EX-99.1	ACTIVE Network Reports Second Quarter 2012 Results Press Release Exhibit 99.1 ACTIVE Network Reports Second Quarter 2012 Results • Record Second Quarter Revenue Increases 23% Year-Over-Year to $121.6 Million • Year-to-Date Revenue Up 26% Over the Prior Year Period to $216.0 Million • Number of Registrations Increases 14% Year-Over-Year to 28.0 Million SAN DIEGO, CALIF. – August 2, 2012 – ACTIVE Network (NYSE: ACTV), the leader in cloud-based activ
August 2, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 2, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commission
July 3, 2012	CORRESP	- July 3, 2012 Matthew Crispino United States Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.
July 2, 2012	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K Form 8-K 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): July 2, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Com
July 2, 2012	EX-10.40	FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of July 2, 2012 THE ACTIVE NETWORK, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer First Amendment to Credit Agreement Exhibit 10.40 FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of July 2, 2012 among THE ACTIVE NETWORK, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and J.
June 13, 2012	POS AM	- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 Post-Effective Amendment No. 1 to Form S-1 on Form S-3 Table of Contents As filed with the Securities and Exchange Commission on June 13, 2012 Registration No. 333-179115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE ACTIVE NETWORK, INC. (Exact name of Regist
May 30, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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 23, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commission F
May 30, 2012	EX-10.39	THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT (Performance Based Exercisability) Form of Performance Based Exercisability Option Agreement Exhibit 10.39 THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT (Performance Based Exercisability) The Active Network, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Stock Option (the “Grant Notice”) to which this Stock Option Agreement (the “Option Agreement”) is attached an option (the “Option”) to purch
May 10, 2012	424B3	The Active Network, Inc. 1,500,000 shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-179115 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED April 12, 2012) The Active Network, Inc. 1,500,000 shares of Common Stock The Prospectus and this Prospectus Supplement No. 1 relate to the offer and sale of up to 1,500,000 shares of our common stock by the selling stockholders named in the “Selling Stockholder
May 9, 2012	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED March 31, 2012 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
May 4, 2012	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 8-K 1 d347502d8k.htm FORM 8-K 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 1, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of
May 3, 2012	EX-99.1	Active Network Reports First Quarter 2012 Results Press release dated May 3, 2012 Exhibit 99.1 Media Contact: Investor Contact: Mona Klausing, Active Network [email protected] 1-858-964-3813 Brinlea Johnson, The Blueshirt Group [email protected] 1-212-331-8424 Active Network Reports First Quarter 2012 Results • First Quarter Revenue Increases 30% Year-Over-Year to $94.4 Million • Number of Registrations Increased 23% Year-O
May 3, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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 3, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Comm
April 13, 2012	DEFA14A	- DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
April 13, 2012	DEF 14A	- DEFINITIVE PROXY STATEMENT Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi
April 12, 2012	424B3	The Active Network, Inc. 1,500,000 shares of Common Stock 424B3 1 d280270d424b3.htm PROSPECTUS Table of Contents Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-179115 PROSPECTUS The Active Network, Inc. 1,500,000 shares of Common Stock This prospectus relates to the offer and sale of up to 1,500,000 shares of our common stock by the selling stockholders named in the “Selling Stockholders” section of this prospectus. These shares were pri
April 9, 2012	CORRESP	- April 9, 2012 VIA EDGAR CORRESPONDENCE Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.
April 9, 2012	S-1/A	- AMENDMENT NO. 2 TO FORM S-1 Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on April 9, 2012 Registration No. 333-179115 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Active Network, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 33-08849
March 16, 2012	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED December 31, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
March 16, 2012	S-1/A	- AMENDMENT NO.1 TO FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on March 16, 2012 Registration No.
March 16, 2012	S-8	- FORM S-8 As filed with the Securities and Exchange Commission on March 16, 2012 Registration No.
March 16, 2012	S-8 POS	- POST EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on March 16, 2012 Registration No.
March 16, 2012	COVER	- SEC Response Letter 10182 Telesis Court, Suite 100 \| San Diego, CA \| 92121 Tel 858.
February 23, 2012	EX-99.1	Active Network Reports Fourth Quarter and Fiscal Year 2011 Results Exhibit 99.1 Media Contact: Investor Contact: Mona Klausing, Active Network Brinlea Johnson, The Blueshirt Group [email protected] [email protected] 1-858-964-3813 1-212-331-8424 Active Network Reports Fourth Quarter and Fiscal Year 2011 Results • Fourth Quarter Revenue Increases 23% Year-Over-Year to $76.0 Million • 2011 Revenue Increases 21% Year-Over-Year to $337.4 Millio
February 23, 2012	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K Form 8-K 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 23, 2012 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation)
February 14, 2012	EX-99.1	AGREEMENT Exhibit 99.1 AGREEMENT WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, of certain shares of Common Stock, par value $0.001, of The Active Network, Inc. NOW, THEREFORE: The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of e
February 14, 2012	SC 13G	ACTV / Active Network Inc / Walt Disney Co/ - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 The Active Network, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 00506D 100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch
February 14, 2012	SC 13G	ACTV / Active Network Inc / Canaan VII LP - SCHEDULE 13G Passive Investment SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Active Network, Inc. (Name of issuer) Common Stock, $0.001 par value (Title of class of securities) 00506D100 (CUSIP number) December 31, 2011 (Date of event which requires filing of this statement) Check the appropriate box to designate
February 14, 2012	SC 13G	ACTV / Active Network Inc / IAC/INTERACTIVECORP - SC 13G Passive Investment SC 13G 1 a11-144721sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Active Network, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 00506D 100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to
February 14, 2012	SC 13G	ACTV / Active Network Inc / ABS VENTURES VI L P - THE ACTIVE NETWORK Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The Active Network, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 00506D 100 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which
February 10, 2012	SC 13G	ACTV / Active Network Inc / PRICE T ROWE ASSOCIATES INC /MD/ - ACTV AS OF 12/31/2011 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ACTIVE NETWORK INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 00506D100 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule i
January 20, 2012	EX-10.38	OFFICE LEASE 1600 MARKET STREET PROPERTY TRUST, Landlord, STARCITE, INC., Tenant, for space at 1600 MARKET STREET PHILADELPHIA, PENNSYLVANIA TABLE OF CONTENTS SECTION PAGE 1. Definitions 1 2. Premises; Use; Subordinate Right of First Offer 3 3. Term; Office Lease Exhibit 10.38 OFFICE LEASE between 1600 MARKET STREET PROPERTY TRUST, Landlord, and STARCITE, INC., Tenant, for space at 1600 MARKET STREET PHILADELPHIA, PENNSYLVANIA TABLE OF CONTENTS SECTION PAGE 1. Definitions 1 2. Premises; Use; Subordinate Right of First Offer 3 3. Term; Renewal Option; Termination Option 6 4. Rent 10 5. Real Estate Taxes 12 6. Operating Expenses 15 7. Improvemen
January 20, 2012	EX-10.37	RETENTION AGREEMENT Retention Agreement Exhibit 10.37 RETENTION AGREEMENT 4.29.11 This RETENTION AGREEMENT (the “Agreement”) is made and entered into as of the Effective Date (as defined below), by and between The Active Network, Inc. (the “Company”), and Darko Dejanovic (the “Employee”). This Agreement shall become effective and binding on the Parties (as defined below) as of the start date (the “Effective Date”) of
January 20, 2012	EX-10.36	3 /s/ Darko Dejanovic Date Signed: 5/4/11 Darko Dejanovic Offer Letter Addendum Employment Offer Letter Exhibit 10.36 10182 Telesis Court \| San Diego CA \| 92121 Tel 858.964.3800 \| Fax 858.876.1682 www.theactivenetwork.com REVISED OFFER LETTER May 4, 2011 Personal and Confidential Darko Dejanovic 901 Brickell Key Blvd. #3408 Miami, FL 33131 Dear Darko: It is with great pleasure that we present to you this offer of employment with The Active Network, Inc. (the “Company”) on the
January 20, 2012	S-1	Registration Statement - FORM S-1 S-1 1 d280270ds1.htm FORM S-1 Table of Contents As filed with the Securities and Exchange Commission on January 20, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 The Active Network, Inc. (Exact name of registrant as specified in its charter) Delaware 7372 33-0884962 (State or other j
January 20, 2012	EX-21.1	Subsidiaries of the Registrant Subsidiaries of the Registrant EXHIBIT 21.1 Subsidiaries of the Registrant Set forth below is a list of subsidiaries of the Registrant. Unless otherwise indicated, all of the subsidiaries listed below are wholly-owned subsidiaries of The Active Network, Inc. and are owned directly by either The Active Network, Inc. or by wholly-owned subsidiaries of The Active Network, Inc. Subsidiary Jurisdiction
January 20, 2012	EX-10.21N	INDEMNITY AGREEMENT EX-10.21N 4 d280270dex1021n.htm INDEMNIFICATION AGREEMENT Exhibit 10.21N INDEMNITY AGREEMENT This Indemnity Agreement, dated January 9, 2012, is made between The Active Network, Inc., a Delaware corporation (the “Company”), and Kevin Biggs (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as
January 20, 2012	EX-10.21M	INDEMNITY AGREEMENT Indemnification Agreement Exhibit 10.21M INDEMNITY AGREEMENT This Indemnity Agreement, dated January 19, 2012, is made between The Active Network, Inc., a Delaware corporation (the “Company”), and Darko Dejanovic (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of t
January 5, 2012	EX-2.1	AGREEMENT AND PLAN OF MERGER BY AND AMONG THE ACTIVE NETWORK, INC. ACTIVE ACQUISITION CORP., STARCITE, INC. THE SECURITYHOLDERS’ AGENT NAMED HEREIN DECEMBER 30, 2011 EX-2.1 2 d275265dex21.htm AGREEMENT AND PLAN OF MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY AND AMONG THE ACTIVE NETWORK, INC. ACTIVE ACQUISITION CORP., STARCITE, INC. AND THE SECURITYHOLDERS’ AGENT NAMED HEREIN DECEMBER 30, 2011 *** Certain confidential portions of this Exhibit were omitted by means of blackout of the text (the “Mark”). This Exhibit has been filed separately with the Secre
January 5, 2012	EX-99.1	Active Network Launches Business Solutions Division, Powered by Leading SaaS Technology and a Global Ecosystem Connecting Event Suppliers, Organizations and Attendees Company Acquires StarCite® and its Online Marketplace for Leading Hotel, Destinatio Press release Exhibit 99.1 Media Contact: Investor Contact: Mona Klausing, Active Network [email protected] 1-858-964-3813 Brinlea Johnson, The Blueshirt Group [email protected] 1-212-331-8424 FOR IMMEDIATE RELEASE Active Network Launches Business Solutions Division, Powered by Leading SaaS Technology and a Global Ecosystem Connecting Event Suppliers, Organizations and Atten
January 5, 2012	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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): December 30, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commiss
December 21, 2011	8-K	Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Shareholder Director Nominations 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): December 16, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commiss
December 21, 2011	EX-10.35	PLEDGE AGREEMENT Exhibit 10.35 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of December 16, 2011 (as amended, modified, restated or supplemented from time to time, the ?Pledge Agreement?) is by and among the parties identified as ?Pledgors? on the signature pages hereto and such other parties as may become Pledgors hereunder after the date hereof (individually a ?Pledgor?, and collectively the ?Pledgors?) and B
December 21, 2011	EX-10.33	CREDIT AGREEMENT Dated as of December 16, 2011 THE ACTIVE NETWORK, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER LE Exhibit 10.33 CREDIT AGREEMENT Dated as of December 16, 2011 among THE ACTIVE NETWORK, INC., as the Borrower, CERTAIN DOMESTIC SUBSIDIARIES OF THE BORROWER, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Lead Arranger and Sole Book Manager TABLE OF CO
December 21, 2011	EX-10.34	SECURITY AGREEMENT Exhibit 10.34 SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of December 16, 2011 (as amended, modified, restated or supplemented from time to time, the ?Security Agreement?) is by and among the parties identified as ?Grantors? on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a ?Grantor?, and collectively the ?Grantors?)
November 14, 2011	EX-10.32	TRANSITION SERVICES AGREEMENT Exhibit 10.32 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (the ?Agreement?) is made as of November 14, 2011, by and between THE ACTIVE NETWORK, INC., a Delaware corporation with offices at 10182 Telesis Court, Suite 100, San Diego 92121 (the ?Company?) and Jon Belmonte (?Executive?). WHEREAS, Executive is the Company?s Chief Media Officer and Executive has announced his intent
November 14, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
November 14, 2011	EX-10.31	THE ACTIVE NETWORK, INC. RESTRICTED STOCK UNITS AGREEMENT (Performance Vesting) Exhibit 10.31 THE ACTIVE NETWORK, INC. RESTRICTED STOCK UNITS AGREEMENT (Performance Vesting) The Active Network, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the ?Grant Notice?) to which this Restricted Stock Units Agreement (the ?Agreement?) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in th
November 14, 2011	EX-10.6L	ELEVENTH AMENDMENT LOAN AND SECURITY AGREEMENT Exhibit 10.6L ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Eleventh Amendment to Loan and Security Agreement is entered into as of August 15, 2011 (the ?Amendment?) by and between SQUARE 1 BANK (?Bank?) and THE ACTIVE NETWORK, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of October 30, 2008, as may be amended from time to
November 10, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commiss
November 10, 2011	EX-99.1	Active Network Reports Third Quarter 2011 Results Exhibit 99.1 Media Contact: Investor Contact: Mona Klausing, Active Network Brinlea Johnson, The Blueshirt Group [email protected] [email protected] 1-858-964-3813 1-212-331-8424 Active Network Reports Third Quarter 2011 Results ? Quarterly Revenues Increase 23% Year-Over-Year to $89.6 Million ? Quarterly Adjusted EBITDA of $12.7 Million, Up 36% Over the Prior Year Period ?
November 4, 2011	8-K	Other Events 8-K 1 d252931d8k.htm FORM 8-K 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): November 4, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdicti
September 12, 2011	8-K	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): September 12, 2011 THE ACTIVE NET Form 8-K 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): September 12, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation
August 30, 2011	EX-99.1	Active Network Appoints Twenty-Year Global Technology Veteran, Darko Dejanovic, as Chief Technology, Product and Innovation Officer Former Monster Worldwide Executive to Lead Global Product and Technology Strategy and Operations Exhibit 99.1 Media Contact: Mona Klausing, Active Network [email protected] 858-964-3813 Active Network Appoints Twenty-Year Global Technology Veteran, Darko Dejanovic, as Chief Technology, Product and Innovation Officer Former Monster Worldwide Executive to Lead Global Product and Technology Strategy and Operations SAN DIEGO, CALIF. ? August 30, 2011 ? The Active Network, Inc. (NYSE
August 30, 2011	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): August 30, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commissio
August 12, 2011	EX-10.6K	TENTH AMENDMENT LOAN AND SECURITY AGREEMENT Exhibit 10.6K TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Tenth Amendment to Loan and Security Agreement (the ?Amendment?), is entered into as of July 26, 2011, by and between SQUARE 1 BANK (the ?Bank?) and THE ACTIVE NETWORK, INC. (the ?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of October 30, 2008 (as amended from time to time,
August 12, 2011	EX-10.4F	FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTRE EX-10.4F 2 dex104f.htm FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT Exhibit 10.4F FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT DONELSON CORPORATE CENTRE THIS FIFTH AMENDMENT TO OFFICE LEASE AGREEMENT (this “Amendment”) is made as of February 11th, 2011 by and among Donelson Corporate Centre, L.P., a Tennessee limited partnership (“Landlord”) and The Active Network, Inc., a Delaware Corporation, successo
August 12, 2011	EX-10.6J	NINTH AMENDMENT LOAN AND SECURITY AGREEMENT Exhibit 10.6J NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENT This Ninth Amendment to Loan and Security Agreement (the ?Amendment?), is entered into as of May 17, 2011, by and between SQUARE 1 BANK (the ?Bank?) and THE ACTIVE NETWORK, INC. (the ?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of October 30, 2008 (as amended from time to time,
August 12, 2011	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED June 30, 2011 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission file number: 001-35187 The Active Network, Inc.
August 12, 2011	EX-10.20	The Active Network, Inc. 2011 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated) TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Defini Exhibit 10.20 The Active Network, Inc. 2011 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated) TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 5 3. Administration 5 3.1 Administration by the Committee 5 3.2 Authority of Officers 5 3.3 Power to Adopt Sub-
August 10, 2011	8-K	Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 10, 2011 THE ACTIVE NETWORK, INC. (Exact name of registrant as specified in its charter) Delaware 001-35187 33-0884962 (State or other jurisdiction of incorporation) (Commissio
August 10, 2011	EX-99.1	THE ACTIVE NETWORK, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) Three Months Ended June 30, Six Months Ended June 30, 2011 2010 2011 2010 Net Revenue: Technology revenue $ 85,553 $ 71,172 $ 148,661 $ 126 Exhibit 99.1 Active Network Reports Record Second Quarter 2011 Results ? Quarterly Revenues Increase 21% Year-Over-Year to $99.0 Million ? Company Achieves Record Net Income of $5.5 Million ? Adjusted EBITDA of $20.4 Million, Up 72% Over the Prior Year Period SAN DIEGO, CA ? August 10, 2011 ? The Active Network, Inc. (NYSE: ACTV), the leading provider of organization-based cloud computing applicat
June 2, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 4 JOINT FILER INFORMATION Names of Joint Filers: Canaan Equity II Entrepreneurs LLC Canaan Equity II L.P. Canaan Equity II L.P. (QP) Canaan Equity III Entrepreneurs LLC Canaan Equity III L.P. Canaan VII L.P. Canaan Equity Partners II LLC Canaan Equity Partners III LLC Canaan Partners VII LLC John V. Balen Stephen L. Green Deepak Kamra Gregory Kopchinsky Guy M. Russo Eric A. Young
June 2, 2011	EX-24.	EX-24. EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Network, Inc.
June 2, 2011	EX-24.	EX-24. EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Network, Inc.
June 2, 2011	EX-24.	EX-24. rrd281313318165.html EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Netwo
June 2, 2011	EX-24.	EX-24. EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Network, Inc.
June 2, 2011	EX-24.	EX-24. EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Network, Inc.
June 2, 2011	EX-24.	EX-24. EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Network, Inc.
June 2, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 4 JOINT FILER INFORMATION Names of Joint Filers: Canaan Equity II Entrepreneurs LLC Canaan Equity II L.P. Canaan Equity II L.P. (QP) Canaan Equity III Entrepreneurs LLC Canaan Equity III L.P. Canaan VII L.P. Canaan Equity Partners II LLC Canaan Equity Partners III LLC Canaan Partners VII LLC John V. Balen Stephen L. Green Deepak Kamra Gregory Kopchinsky Guy M. Russo Eric A. Young
June 2, 2011	EX-24.	EX-24. rrd281314318167.html EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Netwo
June 2, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 4 JOINT FILER INFORMATION Names of Joint Filers: Canaan Equity II Entrepreneurs LLC Canaan Equity II L.P. Canaan Equity II L.P. (QP) Canaan Equity III Entrepreneurs LLC Canaan Equity III L.P. Canaan VII L.P. Canaan Equity Partners II LLC Canaan Equity Partners III LLC Canaan Partners VII LLC John V. Balen Stephen L. Green Deepak Kamra Gregory Kopchinsky Guy M. Russo Eric A. Young
June 2, 2011	EX-24.	EX-24. EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Kourosh Vossoughi and Scott Mendel, and each of them individually, his true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or 10% or greater stockholder of The Active Network, Inc.
May 25, 2011	424B4	11,000,000 Shares The Active Network, Inc. Common Stock Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-172254 PROSPECTUS 11,000,000 Shares The Active Network, Inc. Common Stock This is The Active Network, Inc.?s initial public offering. We are selling 8,222,222 shares of our common stock and the selling stockholders are selling 2,777,778 shares of our common stock. We will not receive any proceeds from the sale of shares to be
May 25, 2011	S-8	As filed with the Securities and Exchange Commission on May 25, 2011 As filed with the Securities and Exchange Commission on May 25, 2011 Registration No.
May 24, 2011	EX-24.3	EX-24.3 EXHIBIT 24.3 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) prepare, execute in th
May 24, 2011	EX-24.1	EX-24.1 rrd280451317185.html EXHIBIT 24.1 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 24, 2011	EX-24.8	EX-24.8 rrd280451317192.html EXHIBIT 24.8 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 24, 2011	EX-24.4	EX-24.4 EXHIBIT 24.4 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) prepare, execute in th
May 24, 2011	EX-24.6	EX-24.6 rrd280451317190.html EXHIBIT 24.6 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 24, 2011	EX-24.9	EX-24.9 rrd280451317193.html EXHIBIT 24.9 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 24, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 3 JOINT FILER INFORMATION Names of Joint Filers: Canaan Equity II Entrepreneurs LLC Canaan Equity II L.P. Canaan Equity II L.P. (QP) Canaan Equity III Entrepreneurs LLC Canaan Equity III L.P. Canaan VII L.P. Canaan Equity Partners II LLC Canaan Equity Partners III LLC Canaan Partners VII LLC John V. Balen Stephen L. Green Deepak Kamra Gregory Kopchinsky Guy M. Russo Eric A. Young
May 24, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 3 JOINT FILER INFORMATION Names of Joint Filers: Canaan Equity II Entrepreneurs LLC Canaan Equity II L.P. Canaan Equity II L.P. (QP) Canaan Equity III Entrepreneurs LLC Canaan Equity III L.P. Canaan VII L.P. Canaan Equity Partners II LLC Canaan Equity Partners III LLC Canaan Partners VII LLC John V. Balen Stephen L. Green Deepak Kamra Gregory Kopchinsky Guy M. Russo Eric A. Young
May 24, 2011	EX-24.7	EX-24.7 rrd280451317191.html EXHIBIT 24.7 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 24, 2011	EX-24.10	EX-24.10 rrd280451317194.html EXHIBIT 24.10 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1)
May 24, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 3 JOINT FILER INFORMATION Names of Joint Filers: Canaan Equity II Entrepreneurs LLC Canaan Equity II L.P. Canaan Equity II L.P. (QP) Canaan Equity III Entrepreneurs LLC Canaan Equity III L.P. Canaan VII L.P. Canaan Equity Partners II LLC Canaan Equity Partners III LLC Canaan Partners VII LLC John V. Balen Stephen L. Green Deepak Kamra Gregory Kopchinsky Guy M. Russo Eric A. Young
May 24, 2011	EX-99.1	EX-99.1 EXHIBIT 99.1 FORM 3 JOINT FILER INFORMATION Name of Joint Filers: Elicia Acquisition Corp. IAC/InterActiveCorp Address of Joint Filers: c/o IAC/InterActive Corp 555 W. 18th Street New York, NY 10011 Designated Filer: Elicia Acquisition Corp. Issuer and Ticker Symbol: The Active Network, Inc. (ACTV) Date of Event: May 24, 2011 Signatures of Joint Filers Elicia Acquisition Corp. By: /s/ Tanya M. Sta
May 24, 2011	EX-24.5	EX-24.5 rrd280451317189.html EXHIBIT 24.5 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 24, 2011	EX-24.2	EX-24.2 rrd280451317186.html EXHIBIT 24.2 CANAAN PARTNERS LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Guy Russo and Jaime Slocum, signing singly and each acting individually, as the undersigned's true and lawful attorney-in-fact with full power and authority as hereinafter described to: (1) p
May 23, 2011	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Active Network, Inc. (Exact name of registr UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Active Network, Inc. (Exact name of registrant as specified in its charter) Delaware 33-0884962 (State of incorporation or organization) (I.R.S. Employer Identification No.) 10182 Telesis Court
May 23, 2011	S-1/A	As filed with the Securities and Exchange Commission on May 23, 2011 As filed with the Securities and Exchange Commission on May 23, 2011 Registration Number 333-172254 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 20, 2011	EX-4.3	THE ACTIVE NETWORK, INC. AMENDMENT NO. 1 TO THE TENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EXHIBIT 4.3 THE ACTIVE NETWORK, INC. AMENDMENT NO. 1 TO THE TENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO THE TENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Amendment?), dated as of April 25, 2011, is made and entered into by and between The Active Network, Inc., a Delaware corporation (the ?Company?), and the Shareholders and Warrant holders listed
May 20, 2011	EX-2.1	STOCK ACQUISITION AGREEMENT dated as of January 21, 2009 by and between THE ACTIVE NETWORK, INC. ELICIA ACQUISITION CORP. STOCK ACQUISITION AGREEMENT EXHIBIT 2.1 STOCK ACQUISITION AGREEMENT dated as of January 21, 2009 by and between THE ACTIVE NETWORK, INC. and ELICIA ACQUISITION CORP. STOCK ACQUISITION AGREEMENT THIS STOCK ACQUISITION AGREEMENT (this ?Agreement?) is made and entered into as of January 21, 2009 (?Effective Date?) by and among The Active Network, Inc., a Delaware corporation (?Acquirer?). Elicia Acquisition Corp., a Delaware co
May 20, 2011	EX-10.21H	INDEMNITY AGREEMENT EX-10.21H 13 dex1021h.htm INDEMNIFICATION AGREEMENT - THOMAS CLANCY EXHIBIT 10.21H INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the “Company”), and Thomas N. Clancy (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee,
May 20, 2011	EX-10.21K	INDEMNITY AGREEMENT EXHIBIT 10.21K INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Joseph Levin (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries a
May 20, 2011	CORRESP	May 20, 2011 May 20, 2011 VIA EDGAR Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.
May 20, 2011	EX-10.21J	INDEMNITY AGREEMENT EXHIBIT 10.21J INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Stephen L. Green (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiari
May 20, 2011	EX-10.21E	INDEMNITY AGREEMENT EXHIBIT 10.21E INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Kourosh Vossoughi (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiar
May 20, 2011	EX-10.21A	INDEMNITY AGREEMENT EXHIBIT 10.21A INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and David Alberga (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries
May 20, 2011	EX-10.21C	INDEMNITY AGREEMENT EX-10.21C 8 dex1021c.htm INDEMNIFICATION AGREEMENT - SCOTT MENDEL EXHIBIT 10.21C INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the “Company”), and Scott Mendel (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to ser
May 20, 2011	EX-10.21G	INDEMNITY AGREEMENT EXHIBIT 10.21G INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Sheryl Roland (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries
May 20, 2011	CORRESP	May 20, 2011 May 20, 2011 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: The Active Network, Inc. Registration Statement on Form S-1 (SEC File No. 333- 172254) Ladies and Gentlemen: In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Act?), we hereby join in the request of The Active Networ
May 20, 2011	EX-10.21I	INDEMNITY AGREEMENT EXHIBIT 10.21I INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Bruns H. Grayson (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiari
May 20, 2011	S-1/A	As filed with the Securities and Exchange Commission on May 19, 2011 Table of Contents As filed with the Securities and Exchange Commission on May 19, 2011 Registration Number 333-172254 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 20, 2011	EX-10.21D	INDEMNITY AGREEMENT EXHIBIT 10.21D INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Jon Belmonte (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries a
May 20, 2011	EX-10.9	THE ACTIVE NETWORK, INC. 2002 STOCK OPTION/STOCK ISSUANCE PLAN ARTICLE ONE GENERAL PROVISIONS EXHIBIT 10.9 THE ACTIVE NETWORK, INC. 2002 STOCK OPTION/STOCK ISSUANCE PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This Plan is intended to promote the interests of the Corporation, by providing eligible persons employed by or serving the Corporation or any Subsidiary or Parent with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest,
May 20, 2011	EX-10.21F	INDEMNITY AGREEMENT EXHIBIT 10.21F INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Matt Ehrlichman (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiarie
May 20, 2011	EX-10.21B	INDEMNITY AGREEMENT EXHIBIT 10.21B INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Matthew Landa (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries
May 20, 2011	EX-10.21L	INDEMNITY AGREEMENT EXHIBIT 10.21L INDEMNITY AGREEMENT This Indemnity Agreement, dated May 17, 2011, is made between The Active Network, Inc., a Delaware corporation (the ?Company?), and Scott Schultz (the ?Indemnitee?). RECITALS A. The Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors and officers of the Company and its subsidiaries
May 10, 2011	EX-10.10	THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT EXHIBIT 10.10 THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT A. The Board has adopted the Plan for the purpose of retaining the services of selected Employees, members of the Board or the board of directors of any Parent or Subsidiary and independent contractors in the service of the Corporation (or any Parent or Subsidiary). B. Optionee is to render valuable services to the Corporation (or a Par
May 10, 2011	S-1/A	As filed with the Securities and Exchange Commission on May 10, 2011 Table of Contents As filed with the Securities and Exchange Commission on May 10, 2011 Registration Number 333-172254 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 10, 2011	EX-4.1	Additional abbreviations may also be used though not in the above list. EX-4.1 3 dex41.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.1 The Corporation shall furnish without charge to each stockholder who so requests a statement of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock of the Corporation or series thereof and the qualifications, limitations or restrictions of such preferences and/or
May 10, 2011	EX-10.9	THE ACTIVE NETWORK, INC. 2002 STOCK OPTION/STOCK ISSUANCE PLAN ARTICLE ONE GENERAL PROVISIONS EXHIBIT 10.9 THE ACTIVE NETWORK, INC. 2002 STOCK OPTION/STOCK ISSUANCE PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This Plan is intended to promote the interests of the Corporation, by providing eligible persons employed by or serving the Corporation or any Subsidiary or Parent with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest,
May 10, 2011	EX-1.1	THE ACTIVE NETWORK, INC. (a Delaware corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENT Exhibit 1.1 THE ACTIVE NETWORK, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT Dated: May [?], 2011 THE ACTIVE NETWORK, INC. (a Delaware corporation) [?] Shares of Common Stock UNDERWRITING AGREEMENT May [?], 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets, Inc. as Representatives of the several Underwriters c/o Merrill Lynch, Pierc
May 5, 2011	EX-10.16	THE ACTIVE NETWORK, INC. 2011 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 8 3. Adm Exhibit 10.16 THE ACTIVE NETWORK, INC. 2011 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 8 3. Administration 8 3.1 Administration by the Committee 8 3.2 Authority of Officers 9 3.3 Administration with Respect to Insiders 9 3.4 Commit
May 5, 2011	EX-10.17	THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT EXHIBIT 10.17 THE ACTIVE NETWORK, INC. STOCK OPTION AGREEMENT The Active Network, Inc. (the ?Company?) has granted to the Participant named in the Notice of Grant of Stock Option (the ?Grant Notice?) to which this Stock Option Agreement (the ?Option Agreement?) is attached an option (the ?Option?) to purchase certain shares of Stock upon the terms and conditions set forth in the Grant Notice and t
May 5, 2011	EX-10.20	The Active Network, Inc. 2011 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 5 Exhibit 10.20 The Active Network, Inc. 2011 EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page 1. Establishment, Purpose and Term of Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Term of Plan 1 2. Definitions and Construction 1 2.1 Definitions 1 2.2 Construction 5 3. Administration 6 3.1 Administration by the Committee 6 3.2 Authority of Officers 6 3.3 Power to Adopt Sub-Plans or Varying Terms wit
May 5, 2011	EX-10.5B	CONSENT TO ASSIGNMENT Exhibit 10.5B CONSENT TO ASSIGNMENT This Consent to Assignment (this ?Agreement?) is executed as of February 3, 2011, between WELLS REIT-LAS COLINAS CORPORATE CENTER II, LP, a Delaware limited partnership (?Landlord?), FELLOWSHIP TECHNOLOGIES, L.P., a Texas limited partnership (?Assignor?), and THE ACTIVE NETWORK, INC., a Delaware corporation (?Assignee?). RECITALS: A. Assignor and Landlord entere
May 5, 2011	EX-10.18	THE ACTIVE NETWORK, INC. RESTRICTED STOCK AGREEMENT EX-10.18 6 dex1018.htm FORM OF RESTRICTED STOCK AGREEMENT EXHIBIT 10.18 THE ACTIVE NETWORK, INC. RESTRICTED STOCK AGREEMENT The Active Network, Inc. (the “Company”) has granted to the Participant named in the Notice of Grant of Restricted Stock (the “Grant Notice”) to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of Shares subject to the terms and conditio
May 5, 2011	COVER	* * * SEC Letter DLA Piper LLP (US) 4365 Executive Drive, Suite 1100 San Diego, California 92121-2133 www.
May 5, 2011	EX-10.5A	LEASE AGREEMENT BETWEEN WELLS REIT - LAS COLINAS CORPORATE CENTER II, LP, AS LANDLORD, AND FELLOWSHIP TECHNOLOGIES, L.P., AS TENANT DATED SEPTEMBER 19, 2008 LAS COLINAS CORPORATE CENTER II IRVING, TEXAS 75038 Exhibit 10.5A LEASE AGREEMENT BETWEEN WELLS REIT - LAS COLINAS CORPORATE CENTER II, LP, AS LANDLORD, AND FELLOWSHIP TECHNOLOGIES, L.P., AS TENANT DATED SEPTEMBER 19, 2008 LAS COLINAS CORPORATE CENTER II IRVING, TEXAS 75038 LAS COLINAS CORPORATE CENTER II IRVING, TEXAS BASIC LEASE INFORMATION Lease Date: September 19, 2008 Landlord: WELLS REIT - LAS COLINAS CORPORATE CENTER II, LP, a Delaware limit
May 5, 2011	S-1/A	As filed with the Securities and Exchange Commission on May 5, 2011 Table of Contents As filed with the Securities and Exchange Commission on May 5, 2011 Registration Number 333-172254 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.
May 5, 2011	EX-10.19	THE ACTIVE NETWORK, INC. RESTRICTED STOCK UNITS AGREEMENT EXHIBIT 10.19 THE ACTIVE NETWORK, INC. RESTRICTED STOCK UNITS AGREEMENT The Active Network, Inc. has granted to the Participant named in the Notice of Grant of Restricted Stock Units (the ?Grant Notice?) to which this Restricted Stock Units Agreement (the ?Agreement?) is attached an Award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and thi
April 11, 2011	EX-10.7	BUSINESS LOAN AGREEMENT Borrower: Automated License Systems, Inc. 3055 Lebanon Road Bldg II Suite 2301 Nashville, TN 37214 Lender: Pinnacle National Bank Client Advisory ? PT 211 Commerce Street Nashville, TN 37201 EXHIBIT 10.7 BUSINESS LOAN AGREEMENT Borrower: Automated License Systems, Inc. 3055 Lebanon Road Bldg II Suite 2301 Nashville, TN 37214 Lender: Pinnacle National Bank Client Advisory ? PT 211 Commerce Street Nashville, TN 37201 THIS BUSINESS LOAN AGREEMENT dated November 3, 2008, is made and executed between Automated License Systems, Inc. (?Borrower?) and Pinnacle National Bank (?Lender?) on the
April 11, 2011	EX-10.22.B	AMENDMENT TO RETENTION AGREEMENT EXHIBIT 10.22B AMENDMENT TO RETENTION AGREEMENT This Amendment to Retention Agreement (this ?Amendment?) is made effective as of December 22, 2008, by and between The Active Network, Inc., a Delaware corporation (?Company?), and Matt Landa (?Employee?). WHEREAS, the Company and Employee are parties to that certain Retention Agreement dated as of August 17, 2005 (the ?Agreement?). WHEREAS, the Comp
April 11, 2011	EX-10.20.A	RETENTION AGREEMENT EX-10.20.A 24 dex1020a.htm RETENTION AGREEMENT EXHIBIT 10.20A RETENTION AGREEMENT This RETENTION AGREEMENT (the “Agreement”) is made and entered into effective as of August 17, 2005 (the “Effective Date”), by and between The Active Network, Inc. (the “Company”), and Dave Alberga (the “Employee”). The Company and the Employee are hereinafter collectively referred to as the “Parties”, and individual
April 11, 2011	COVER	* * * Response Letter DLA Piper LLP (US) 4365 Executive Drive, Suite 1100 San Diego, California 92121-2133 www.
April 11, 2011	EX-10.23.B	AMENDMENT TO RETENTION AGREEMENT EX-10.23.B 31 dex1023b.htm AMENDMENT TO RETENTION AGREEMENT EXHIBIT 10.23B AMENDMENT TO RETENTION AGREEMENT This Amendment to Retention Agreement (this “Amendment”) is made effective as of December 22, 2008, by and between The Active Network, Inc., a Delaware corporation (“Company”), and Kourosh Vossoughi (“Employee”). WHEREAS, the Company and Employee are parties to that certain Retention Agreeme
April 11, 2011	EX-10.5.D	THIRD AMENDMENT LOAN AND SECURITY AGREEMENT EXHIBIT 10.5D THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT This Third Amendment to Loan and Security Agreement is entered into as of November 30, 2009 (the ?Amendment?) by and between SQUARE 1 BANK (?Bank?) and THE ACTIVE NETWORK, INC. (?Borrower?). RECITALS Borrower and Bank are parties to that certain Loan and Security Agreement dated as of October 30, 2008, as may be amended from time to time
April 11, 2011	EX-10.6.A	LOAN AND SECURITY AGREEMENT Dated as of March 22, 2007 by and between ESCALATE CAPITAL I, L.P. as Agent and a Lender GOLD HILL VENTURE LENDING 03, LP as a Lender THE ACTIVE NETWORK, INC. as Borrower LOAN AND SECURITY AGREEMENT EXHIBIT 10.6A LOAN AND SECURITY AGREEMENT Dated as of March 22, 2007 by and between ESCALATE CAPITAL I, L.P. as Agent and a Lender and GOLD HILL VENTURE LENDING 03, LP as a Lender and THE ACTIVE NETWORK, INC. as Borrower LOAN AND SECURITY AGREEMENT This Loan and Security Agreement, dated as of March 22, 2007, (this ?Loan Agreement?), is entered by and between THE ACTIVE NETWORK, INC., a Delaware c
April 11, 2011	EX-10.6.B	FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT EXHIBIT 10.6B FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT This First Amendment to Loan and Security Agreement (this ?Amendment?) is entered into as of June 6, 2007, by and between THE ACTIVE NETWORK, INC., a Delaware corporation (?Borrower?), and ESCALATE CAPITAL I, L.P., a Delaware limited partnership (?Escalate?), GOLD HILL VENTURE LENDING 03. LP (?Gold Hill? and, collectively with Escalate,

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