Attached files
| file | filename |
|---|---|
| EX-99.1 - PIKSEL, INC. | v169587_ex99-1.htm |
| EX-99.2 - PIKSEL, INC. | v169587_ex99-2.htm |
| EX-99.3 - PIKSEL, INC. | v169587_ex99-3.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
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
30, 2009
KIT
digital, Inc.
(Exact name of
registrant as specified in its charter)
|
Delaware
|
001-34437
|
11-3447894
|
||
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
168 Fifth Avenue, Suite 301,
New York, NY 10010
(Address
of principal executive offices) (Zip Code)
(212)
661-4111
(Registrant’s
telephone number, including area code)
Copy
to:
Spencer
G. Feldman, Esq.
Greenberg
Traurig, LLP
MetLife
Building
200
Park Avenue – 15th
Floor
New
York, New York 10166
Tel:
+1 (212) 801-9200; Fax: +1 (212) 801-6400
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
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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EXPLANATORY
NOTE
On
October 6, 2009, KIT digital, Inc., a Delaware corporation (“KIT digital” or the
“Company”), filed a Current Report on Form 8-K (the “October 8-K”) to report
that the Company entered into a definitive Agreement and Plan of Merger (the
“Merger Agreement”) on September 30, 2009 with KIT Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of KIT digital, The FeedRoom,
Inc., a Delaware corporation (“FeedRoom”) and certain stockholders of FeedRoom.
Under the Merger Agreement, KIT Acquisition Corporation merged with and into
FeedRoom, and as a result of such merger, KIT digital became the sole
stockholder of FeedRoom as of the effective merger date of October 1,
2009.
This
amendment is being filed to amend and supplement Item 9.01 of the
October 8-K to include the financial statements and pro forma financial
information required by parts (a) and (b) of Item 9.01 of Form
8-K.
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Item 2.01
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Completion
of Acquisition or Disposition of
Assets
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Pursuant
to the terms of the Merger Agreement, the certificate of merger was filed with
the Secretary of State of the State of Delaware effective October 1,
2009.
|
Item 9.01
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Financial
Statements and Exhibits.
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(a.)
Financial Statements of
Businesses Acquired.
The
following financial statements (and accompanying notes) of FeedRoom are filed as
Exhibits 99.1 and 99.2 to this amendment and are incorporated in their entirety
herein by reference:
Exhibit
99.1
Independent
auditors’ report;
Balance
sheets as of December 31, 2008 and 2007;
Statements
of operations for the years ended December 31, 2008 and 2007;
Statements
of cash flows for the years ended December 31, 2008 and 2007;
and
Notes to
the financial statements.
Exhibit
99.2
Unaudited
balance sheet as of September 30, 2009;
Unaudited
statement of operations for the nine months ended September 30,
2009;
Unaudited
statement of cash flows for the nine months ended September 30, 2009;
and
Notes to
the unaudited financial statements.
The
attached financial statements of FeedRoom have been prepared in accordance with
generally accepted accounting principles in the United States.
(b.)
Pro Forma Financial
Information.
The
following unaudited pro forma financial statements (and accompanying
notes) are furnished as Exhibit 99.3:
Exhibit
99.3
Unaudited
pro forma condensed combined balance sheet as of September 30,
2009;
Unaudited
pro forma condensed combined statement of operations for the nine months ended
September 30, 2009;
Unaudited
pro forma condensed combined statement of operations for the year ended December
31, 2008; and
Notes to
unaudited pro forma condensed combined financial statements.
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(d.) Exhibits.
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Exhibit No.
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Description
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99.1
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Audited
financial statements of FeedRoom as of and for the years ended December
31, 2008 and 2007, and accompanying notes.
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99.2
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Unaudited
financial statements of FeedRoom as of and for the nine months ended
September 30, 2009.
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99.3
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Unaudited
condensed combined pro forma financial statements as of September 30, 2009
and for the nine months ended September 30, 2009 and the year ended
December 31, 2008, for KIT digital and FeedRoom
combined.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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KIT
DIGITAL, INC.
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||||
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By:
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/s/
Robin Smyth
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Robin
Smyth
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||||
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Chief
Financial Officer
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||||
Date:
December 22, 2009
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