Attached files
file | filename |
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EX-99.1 - PIKSEL, INC. | v186953_ex99-1.htm |
EX-23.1 - PIKSEL, INC. | v186953_ex23-1.htm |
EX-99.2 - PIKSEL, INC. | v186953_ex99-2.htm |
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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) March 16,
2010
KIT
DIGITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-34437
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11-3447894
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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168 Fifth Avenue, Suite 302, New York, New York
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10010
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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 +1 (212)
661-4111
205 Hudson Street, Suite
802, New York, NY 10013
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 (see General Instruction A.2. below):
¨
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 March
22, 2010, KIT digital, Inc., a Delaware corporation (“KIT digital” or the
“Company”), filed a Current Report on Form 8-K (the “March 8-K”) to report the
Company entered into a definitive Agreement and Plan of Merger (the “Merger
Agreement”) on March 16, 2010, with KIT 2010 Corporation, a Delaware corporation
and wholly-owned subsidiary of KIT digital, Multicast Media Technologies, Inc.
and Subsidiaries, a Delaware corporation (“Multicast”), and its stockholder
representative. Under the Merger Agreement, Multicast merged with and into KIT
2010 and, as a result of such merger, KIT digital became the sole stockholder of
Multicast as of the effective date of March 16, 2010.
This
amendment is being filed to amend and supplement Item 9.01 of the March 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.
Item 9.01
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Financial Statements and
Exhibits.
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a. Financial statements of business
acquired.
The
following consolidated financial statements of Multicast are filed as Exhibits
99.1 to this amendment and are incorporated in their entirety herein by
reference:
Exhibit
99.1
Independent
auditors’ report;
Consolidated
balance sheets as of December 31, 2009 and 2008;
Consolidated
statements of operations for the years ended December 31, 2009 and
2008;
Consolidated
statements of cash flows for the years ended December 31, 2009 and
2008;
Consolidated
notes to the financial statements.
The
attached consolidated financial statements of Multicast have been prepared in
accordance with generally accepted accounting principles in the United
States.
b. Pro forma financial
information.
The
following pro forma financial information is furnished as Exhibit
99.2:
Exhibit
99.2
Unaudited
pro forma condensed combined balance sheet as of December 31, 2009;
Unaudited
pro forma condensed combined statement of operations for the year ended December
31, 2009;
Notes to
unaudited pro forma condensed combined financial statements.
Exhibit No.
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Description
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99.1
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Audited
consolidated financial statements of Multicast as of and for the years
ended December 31, 2009 and 2008.
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99.2
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Unaudited
condensed combined pro forma financial statements as of and for the year
ended December 31, 2009.
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23.1
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Consent
of Bennett Thrasher PC, Independent Registered Public Accounting
Firm.
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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.
KIT
DIGITAL, INC.
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By:
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/s/ Robin Smyth
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Robin
Smyth
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Chief
Financial Officer
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Date:
June 1, 2010