Attached files
| file | filename |
|---|---|
| EX-2.1 - PIKSEL, INC. | v178008_ex2-1.htm |
| EX-2.2 - PIKSEL, INC. | v178008_ex2-2.htm |
| EX-99.1 - PIKSEL, INC. | v178008_ex99-1.htm |
| EX-10.1 - PIKSEL, INC. | v178008_ex10-1.htm |
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): March 16, 2010
KIT
DIGITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
001-34437
|
11-3447894
|
||
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
||
|
of
incorporation)
|
|
|
|
Identification
No.)
|
|
205
Hudson Street, Suite 802
|
10013
|
|
|
New York, New York
|
(Zip
Code)
|
|
|
(Address
of principal executive offices)
|
Registrant's
telephone number, including area code: +1 (212) 661-4111
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
|
CURRENT
REPORT ON FORM 8-K
KIT
digital, Inc.
March
16, 2010
|
Item
2.01.
|
Completion
of Acquisition or Disposition of
Assets.
|
|
Item
3.02.
|
Unregistered
Sales of Equity Securities.
|
On March
16, 2010, KIT digital, Inc., a Delaware corporation (“KIT digital”), KIT 2010
Corporation, a Delaware corporation and wholly-owned subsidiary of KIT
digital, Multicast Media Technologies, Inc., a Delaware corporation
(“Multicast”), and the stockholder representative, entered into a
definitive Agreement and Plan of Merger (the “Merger
Agreement”). Under the Merger Agreement, at the closing of the
transactions contemplated thereby, Multicast merged with and into KIT 2010 and,
as a result of such merger, KIT digital became the sole stockholder of
Multicast. Multicast stockholders are entitled to receive, in
exchange for their capital stock in Multicast, 2,379,714 shares of KIT digital
common stock and approximately $4,750,000 in cash (the “Cash
Consideration”). The share
consideration issuable to Multicast stockholders was reduced to 1,312,034 shares
of KIT digital common stock (the “Merger Shares”), after giving effect to
adjustments for assumption by KIT digital of existing indebtedness and other
liabilities of Multicast in the amount of approximately
$5,926,726. The merger consideration is subject to adjustment upwards
or downwards to the extent that the closing working capital of Multicast is
greater or less than zero.
In accordance with the Merger Agreement, Cash Consideration and
Merger Shares are deliverable as follows: (i) $3,999,986 in cash and
842,500 shares of KIT digital common stock will be delivered to the
stockholders of Multicast promptly following the closing; and (ii) a “holdback
amount” of an additional $746,066 in cash and 469,534 shares of KIT
digital common stock, less any amount used by KIT digital to offset
negative working capital and satisfy indemnity claims as described below,
will be delivered to such stockholders not later than one year after the closing
or such later date as all indeminty claims have been resolved. Of the
total “holdback amount,” $711,908 in cash and 196,798 Merger Shares will be used
to offset any negative working capital balance of Multicast as of the effective
date of the merger, which amount is to be determined within 30 days following
the closing of the merger. The remaining $34,158 in cash and 272,736 Merger
Shares being held back by KIT digital will be used to indemnify KIT digital
against any breaches of representations, warranties and covenants by Multicast,
as well as against certain additional specified liabilities.
At least
92.5% of the Merger Shares will be subject to contractual resale restrictions
for a period of up to one year following the closing, in addition to resale
restrictions required by applicable federal securities laws.
In
addition, MK Capital SBIC, L.P. and MK Capital, L.P., principal stockholders of
Multicast, entered into a Voting Agreement (the “Voting Agreement”) with KIT
digital, pursuant to which all Merger Shares received by them will be voted
as recommended by management in connection with certain proposed acquisition
transactions for so long as they hold such shares.
In
connection with the merger, Schwartz & Associates, PC, a corporation
wholly-owned by Louis Schwartz (the former chief executive officer of
Multicast), entered into a Management Services Agreement with KIT
digital. The services agreement provides for periodic base
compensation payments and additional special cash payments, as well as the
issuance of shares of KIT digital common stock which are subject to repurchase
over a period of time by KIT digital under certain circumstances.
Multicast,
headquartered in Atlanta, Georgia, is engaged in the business of serving as an
online video platform provider for organizations which communicate via live
Internet broadcast and provide on-demand video, audio and rich media
presentations.
The
purchase price was determined as a result of arm’s-length negotiations between
the parties. The foregoing description of the Merger Agreement does
not purport to be complete and is qualified in its entirety by reference to the
full text of both the Merger Agreement, the Amendment to the Merger Agreement
and the Voting Agreement, a copy of each of which is attached hereto as Exhibit
2.1, Exhibit 2.2 and Exhibit 10.1, respectively, and each of which is
incorporated herein by reference in its entirety. The securities
offered in the Multicast merger have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
KIT
digital had no previous relationship or association with
Multicast. There are presently no significant changes anticipated in
the business or product lines of either KIT digital or Multicast.
KIT
digital announced the Multicast merger in a press release issued on March 15,
2010, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference in its entirety.
2
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
(a) Financial Statements of
Businesses Acquired. In accordance with Item 9.01(a), if
required, the financial statements of Multicast Media Technologies, Inc.
shall be provided not later than June 1, 2010.
(b) Pro Forma Financial
Information. In accordance with Item 9.01(b), if
required, the pro forma financial information shall be provided not later
than June 1, 2010.
(d) Exhibits. The
exhibits listed in the following Exhibit Index are filed as part of this current
report.
|
Exhibit No.
|
Description
|
|
|
2.1
|
Agreement
and Plan of Merger, dated as of March 10, 2010, by and among KIT digital,
Inc., KIT 2010 Corporation, Multicast Media Technologies, Inc., the
stockholders of Multicast Media Technologies, Inc. and the stockholder
representative.
|
|
|
2.2
|
Amendment
to Agreement and Plan of Merger, dated March 16, 2010, by and among KIT
digital, Inc., KIT 2010 Corporation, Multicast Media Technologies, Inc.
and the stockholder representative.
|
|
|
10.1
|
Voting
Agreement, dated as of March 16, 2010, by and among KIT digital, Inc., MK
Capital SBIC, L.P., MK Capital, L.P., MK Capital Management SBIC, LLC and
MK Capital Management, LLC.
|
|
|
99.1
|
|
Press
release issued by KIT digital, Inc. on March 15,
2010.
|
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.
|
KIT
DIGITAL, INC.
|
||
|
Date:
March 19, 2010
|
By:
|
/s/ Kaleil Isaza Tuzman
|
|
Kaleil
Isaza Tuzman
|
||
|
Chairman
and Chief Executive
Officer
|
||
3