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
15,
2009
(October 8, 2009)
MGT Capital Investments,
Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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0-26886
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13-4148725
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(State or other
jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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Kensington Centre, 66 Hammersmith
Road,
London, United
Kingdom
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W14 8UD
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(Address of principal executive
offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 011-44-20-7605-7950
N/A
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01. Entry Into a
Material Definitive Agreement
This Report on Form 8-K contains
forward-looking statements that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause the
results of MGT Capital Investments, Inc. and its consolidated subsidiaries
(the “Company”) to differ materially from those expressed or implied by such
forward-looking statements. All statements other than statements of
historical fact are statements that could be deemed forward-looking statements,
including any projections of revenue, gross profit, expenses, earnings or losses
from operations, synergies or other financial items; any statements of the
plans, strategies and objectives of management for future operations, including
the rate of market development and acceptance of medical imaging technology; the
execution of restructuring plans; any statement concerning developments,
performance or industry rankings relating to products or services; any
statements regarding future economic conditions or performance; any statements
of expectation or belief; and any statements of assumptions underlying any of
the foregoing. The risks, uncertainties and assumptions referred to above
include the performance of contracts by suppliers, customers and partners;
employee management issues; the difficulty of aligning expense levels with
revenue changes; and other risks that are described from time to time in the
Company’s Securities and Exchange Commission reports filed after this
report. The Company assumes no obligation and does not intend to update
these forward-looking statements.
On October 8, 2009, MGT Capital
Investments Limited, a company incorporated in England and Wales (“MGT UK”), and
a wholly owned subsidiary of MGT Capital Investments, Inc. (the “Company” or the
“Registrant”), entered into an agreement (the “Subscription Agreement”) with
Moneygate Group Limited, a company incorporated in England and Wales
(“Moneygate”), pursuant to which MGT UK acquired 9,607,843 ordinary shares of
Moneygate, representing 49% of Moneygate’s issued and outstanding share capital,
for the sum of £96.08
(approximately $155) In addition, on October 8, 2009, MGT UK
entered into two loan facilities with Moneygate. The first facility
(“Working Capital Facility”) provides for a twelve-month no interest working
capital loan from MGT UK to Moneygate in amount of £250,000 (approximately
$402,221). The default rate of interest is 7% per
year. The second facility (the “Acquisition Facility”) (the
Subscription Agreement, the Working Capital Facility and the Acquisition
Facility are collectively referred to herein as the “Transaction Documents”)
provides for a secured term loan facility of £2,000,000 (approximately $3,207,765) from MGT UK
to Moneygate to be used by Moneygate for acquisitions of financial advisory
companies. Such acquisitions must be approved by MGT UK in writing
and such approval may not be unreasonably withheld or delayed. The
term of the Acquisition Facility is the earlier of (i) three years from the
effective date of October 8, 2009, or (ii) the date upon which MGT UK ceases to
be a shareholder of Moneygate. Interest accrues at the rate of 5% per
year on any money drawn from the Acquisition Facility. The default
rate of interest is 7% per year.
There are
no material relationships between the Registrant and Moneygate, or each of its
respective affiliates, and any of the parties to the Transaction Documents,
other than in respect of the Transaction Documents.
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(a)
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Financial Statements of Businesses
Acquired
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Not applicable
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(b)
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Pro forma Financial
Information
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Not applicable.
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(c)
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Shell Company
Transactions
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Not applicable.
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(d)
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Exhibits
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None.
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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MGT CAPITAL INVESTMENTS,
INC.
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By:
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/s/ TIM
PATERSON-BROWN
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Tim
Paterson-Brown
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Chairman and Chief Executive
Officer
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Date: October 15,
2009
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