Attached files
| file | filename |
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| EX-10.2 - MGT CAPITAL INVESTMENTS, INC. | v205485_ex10-2.htm |
| EX-99.1 - MGT CAPITAL INVESTMENTS, INC. | v205485_ex99-1.htm |
| EX-10.1 - MGT CAPITAL INVESTMENTS, INC. | v205485_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): December14, 2010
(December 9, 2010)
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:
011-44-20-7605-1151
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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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, unless required by law or
regulation.
ITEM
1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
December 9, 2010, MGT Capital Investments, Inc. (the “Company,” “MGT” or the
“Registrant”) entered into an amended and restated securities purchase agreement
(the “Amended Purchase Agreement”) with Laddcap Value Partners, LP
(“Purchaser”). The Amended Purchase Agreement amends and restates in
its entirety a securities purchase agreement dated November 16, 2010 between the
Company and Laddcap Value Partners III, LLC, an affiliate of the Purchaser (the
“Original Purchase Agreement”). The Original Purchase Agreement was subject to
the Company’s Current Report on Form 8-K filed on November 22, 2010 with the
Commission. Pursuant to the Amended Purchase Agreement, Purchaser has agreed to
purchase from the Company and the Company has agreed to sell to Purchaser
6,500,000 shares of the Company’s common stock (the “Common Stock”) at a
purchase price of approximately, $0.15.3 per share, for an aggregate purchase
price of $1,000,000. The Common Stock to be purchased by Purchaser ,
upon issuance, constitutes approximately 16.7% of the Company’s issued and
outstanding Common Stock (after giving effect to such issuance). The Amended
Purchase Agreement also provided that Tim Paterson-Brown would resign as a
director of the Company; Robert Ladd would be appointed to the board to fill the
seat created by Mr. Paterson-Brown’s resignation; and Peter Venton, currently a
director, would be appointed Chairman of the Board. The closing of the Amended
Purchase Agreement and the issuance of the Common Stock were subject to
regulatory approval from NYSE AMEX, which was obtained on December 10, 2010. The
closing took place on December 13, 2010 (the “Closing Date”).
Pursuant
to the Amended Purchase Agreement, the Company also entered into a registration
rights agreement (the “Rights Agreement”) with Purchaser on the Closing
Date. The terms of the Rights Agreement provide that on or after the
earlier of: (i) the later of (A) the date on which the Company files its Annual
Report on Form 10-K with respect to its 2010 fiscal year, (B) the date on which
the Company’s planned registration statement for the Medicsight Plc shares of
ordinary stock owned by the Company is declared effective by the SEC, and (C)
the date on which all of the assets of MGT (UK) have been disposed of, and (ii)
June 30, 2011, Purchaser can request that the Company file a registration
statement with the SEC (the “Registration Statement”) to register the shares of
Common Stock (the “Shares”). All fees and expenses of the
Registration Statement shall be borne by the Company.
Prior to
the entry into of the Amended Purchase Agreement, there was no material
relationship between the Company and Purchaser and its affiliates, other than
the entry into the Original Purchase Agreement described herein and the Current
Report filed in connection with the Original Purchase Agreement.
ITEM
3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
As
described in Item 1.01, which description is incorporated herein, the Company
entered into and closed under an Amended Purchase Agreement with Purchaser for
the private placement (the “Private Placement”) of 6,500,000 shares of the
Company’s Common Stock at a purchase price of approximately $0.15.3 per share,
for an aggregate purchase price of $1,000,000.
The
Common Stock will not be registered under the Securities Act of 1933, as
amended (the “Act”), in reliance on an exemption from registration under Section
4(2) of the Act, and Rule 506 promulgated thereunder, based on the fact that
there will be only one purchaser and that such purchaser has sophistication in
financial matters and access to information concerning the Company.
The foregoing
summaries of the Amended and Restated Securities Purchase Agreement and the Form
of Registration Rights Agreement, and of the transactions contemplated thereby,
do not purport to be complete and are qualified in their entirety by reference
to the definitive transaction documents, copies of which are attached as
exhibits to the Current Report on Form 8-K. A copy of the
Press Release announcing the Private Placement is attached hereto as Exhibit
99.1.
ITEM
5.2 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
Mr.
Paterson-Brown has tendered his resignation as the Chairman, a member of the
board of directors, as the Chief Executive Officer of, and all other positions
with the Company effective upon the closing under the Amended Purchase Agreement
on December 13, 2010.
At the
Company’s December 13, 2010 board meeting, the board, in addition to accepting
the above-referenced resignation of Mr. Paterson-Brown, (a) appointed Robert
Ladd as a director of the Company to fill the vacancy created by Mr.
Paterson-Brown’s resignation; (b) appointed Peter Venton as Chairman of the
Board to fill the vacancy created by the resignation of Mr. Paterson-Brown; (c)
appointed Allan Rowley as Chief Executive Officer to fill the vacancy created by
the resignation of Mr. Paterson-Brown; and (d) appointed Troy Robinson to as
Chief Financial Officer to fill the vacancy created by Mr. Rowley being
appointed Chief Executive Officer.
The
following sets forth Mr. Ladd’s current position at the Company and a brief
description of Mr. Ladd’s business experience for the past five
years:
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Name
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Age
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Office Currently Held
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Robert Ladd
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52
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Director
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Robert Ladd joined the
Company on December 13, 2010 as a director. Robert is the Managing Member of
Laddcap Value Advisors, LLC, which serves as the investment manager for various
private partnerships, including Laddcap Value Partners LP. Prior to forming his
investment partnership in 2003, Robert was a Managing Director at Neuberger
Berman, a large international money management firm catering to individuals and
institutions. From 1992 through November 2002, Robert was a portfolio
manager for various high net worth clients of Neuberger Berman. Prior to this
experience, Robert was a securities analyst at Neuberger from 1988 through 1992.
Robert is a former Director of InFocus Systems, Inc. (Nasdaq – INFS, 2007 to
2009), and presently serves on the board of Delcath Systems, Inc. (Nasdaq –
DCTH, since 2006). Robert has earned his designation as a Chartered Financial
Analyst (1986). The board believes that Robert has the experience,
qualifications, attributes and skills necessary to serve as director because of
his years of experience in the securities industries.
Mr. Ladd
was appointed director in accordance with the provisions of the Amended Purchase
Agreement.
Mr. Ladd
as a managing member of the general partner of Laddcap Value Partners, LP, the
Purchaser described in ITEM 1.01 and ITEM 3.02, has an interest in the
above-referenced purchase of 6,500,000 shares of the Company’s Common Stock for
an aggregate purchase price of $1,000,000. The information set forth under ITEM
1.01 and ITEM 3.02 is incorporated herein.
The
following sets forth Mr. Venton’s current position at the Company and a brief
description of Mr. Venton’s business experience for the past five
years:
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Name
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Age
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Office Currently Held
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Peter
Venton
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67
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Independent
Director; Audit Committee Chairman and Remuneration and Nominations
Committee
Member
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Peter Venton, OBE, was
appointed an independent director of the Company and a member of the Audit
Committee in November 2004; he was appointed Chairman of the Board on
December 13 2010. Peter has over 30 years’ experience in the computing and
telecommunications industry and holds several patents in the sector. He is a
former Chief Executive of Plessey Radar and of GEC-Marconi Prime Contracts.
Peter currently serves as the Technical Audit Chairman for the Defence
Evaluation & Research Agency and joined the board of Medicsight as an
independent director in April 2007. He was also an independent
director of Medicsight between November 2001 and July 2005. . The
board believes that Peter has the experience, qualifications, attributes and
skills necessary to serve as a director because of his years of experience in
business, finance and audit.
Mr. Venton was appointed Chairman of
the Board of Directors in accordance with the provisions of the Amended Purchase
Agreement.
The following sets forth Mr. Rowley’s
current position at the Company and a brief description of Mr. Rowley’s business
experience for the past five years:
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Name
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Age
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Office Currently Held
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Allan
Rowley
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42
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Chief
Executive Officer;
Director
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Allan Rowley joined the
Company in April 2006 as Finance Director of both Medicsight and
Medicexchange and was appointed the Company’s Chief Financial Officer as well as
a member of the Company’s board of directors in August 2006. As
of December 13, 2010 he resigned as Chief Financial Officer of the Company and
was appointed Chief Executive Officer of the Company. As of March 19, 2009
he resigned as Finance Director of Medicsight plc and was appointed Chief
Executive Officer of Medicsight plc. He resigned as finance director of
MedicExchange on December 23, 2009. Prior to joining, Allan served in a
corporate development role at ComMedica Limited, a UK-based medical software
company specializing in Picture Archiving & Communication System
(“PACS”) software. In this role he worked on financing and acquisition
opportunities and on commercial proposals with the sales and finance group.
Before joining ComMedica, Allan was revenue controller and a director of
European Finance at Bea Systems, a NASDAQ-listed US-based software
company. Allan has several years of experience in public accounting in the
United Kingdom and United States with Arthur Andersen and Ernst &
Young, respectively. He is a member of the Institute of Chartered Accountants in
England and Wales and holds a Master of Philosophy and a Bachelor of Science
degree from Aberystwyth University College of Wales. The board believes that
Allan has the experience, qualifications, attributes and skills necessary to
serve as director because of his years of accounting experience in public
practice and in commerce.
The
following sets forth Mr. Robinson’s current position at the Company and a brief
description of Mr. Robinson’s business experience for the past five
years:
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Name
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Age
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Office Currently Held
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Troy
Robinson
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35
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Chief
Financial
Officer
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Troy Robinson joined the
Company in February 2007 as Group Controller and on December 13, 2010 was
appointed as its Chief Financial Officer. Troy also serves as Medicsight Plc’s
Chief Financial Officer and Medicsight Secretary having previously served as
Group Financial Controller since February 2007. Before joining , he held senior
finance positions with IVAX pharmaceuticals and HP foods (from January 2003
until May 2005 and from May 2005 until January 2007 respectively). During his
tenure, Troy has played a pivotal role in both the Medicsight IPO and the
subsequent global expansion of the finance function. He is an associate
of the Chartered Institute of Management Accountants and holds a Bachelor of
Arts degree from Manchester Metropolitan University.
Officers
are appointed by the board of directors and hold office until their successors
are chosen and qualified, until their death or until they resign or have been
removed from office. All corporate officers serve at the discretion of the board
of directors. There are no family relationships between any director or
executive officer and any other director or executive officer of the
Company.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial
Statements of Businesses Acquired
Not
applicable.
(b) Pro
forma Financial Information
Not
applicable.
(c) Shell
Company Transactions
Not
applicable.
(d) Exhibits
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Exhibit
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No.
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Description
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10.1
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Conformed
copy of the Amended and Restated Securities Purchase Agreement, dated as
of December 9, 2010, by and between the Company and Laddcap Value
Partners, LP.
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10.2
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Form
of Registration Rights Agreement
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99.1
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Press
Release dated December 14,
2010
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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/ ALLAN
ROWLEY
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Allan
Rowley
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Chief
Executive Officer
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Date: December
14, 2010
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