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): January 27,
2011
KIT
DIGITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34437
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11-3447894
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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168
Fifth Avenue, Suite 302
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10010
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New York, New York
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(Zip
Code)
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(Address
of principal executive offices)
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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:
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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
CFR240.14d-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
CFR240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
KIT
digital, Inc.
January
27, 2011
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) On
January 27, 2011, Kamal El-Tayara resigned as a member of our board of
directors. Mr. El-Tayara, who served as a company director since
February 2008, resigned his position in order to focus on other business
interests.
Mr.
El-Tayara’s resignation did not result from any disagreement with us concerning
any matter relating to the company’s operations, policies or
practices.
(d) On
January 27, 2011, Paul Ostergaard was elected to our board of
directors.
Mr.
Ostergaard, age 43, has been the Chief Executive Officer of ShipServ Limited,
the world’s leading maritime e-marketplace, since 1999, when he founded the
company. ShipServ received the Red Herring 100 Europe 2008 Award,
which recognizes Europe’s most innovative technology companies, and the First
Tuesday Award 2009 for Most Promising U.K. Technology
Business. Before founding ShipServ, Mr. Ostergaard was
Director of Strategy for Oracle Online at Oracle, the world’s largest enterprise
software company, from 1998 to 1999. He was a consultant for Boston
Consulting Group from 1997 to 1998, and started his career at J Lauritzen A/S,
from 1990 to 1995. Mr. Ostergaard received an M.B.A. from Harvard
Business School.
Mr.
Ostergaard’s executive management experience and expertise in e-commerce and
technology matters make him well qualified as a member of our board of
directors.
On
January 30, 2011, Santo Politi was elected to our board of
directors.
Mr.
Politi, age 45, is a co-founder and General Partner of Spark Capital, a media,
entertainment and technology focused venture fund, as well as a General Partner
of several of its venture investment partnerships. Since its founding
in 2005, Mr. Politi has been involved in leading Spark Capital’s investments in
more than 50 private technology companies including companies in the internet
video field. From December 2005 to January 2011, Mr. Politi served as
a director of KickApps Corporation, which was recently acquired by KIT
digital. Prior to founding Spark Capital, Mr. Politi was a Partner at
Charles River Ventures, a venture capital fund, from 2001 to 2004, the President
of New Media for Blockbuster Entertainment from 1999 to 2000, and co-founder of
BT Venture Partners, an early-stage venture capital firm affiliated with Bankers
Trust, from 1997 to 1999. Mr. Politi has also previously held various
engineering and management positions with the Video Systems Division of
Matsushita Electric Industrial from 1993 to 1997, Panasonic Broadcast and
Televisions Systems Company from 1990 to 1993 and Western Instruments, a
subsidiary of Schlumberger Industries, from 1989 to 1990. Mr. Politi
holds an M.B.A. degree in finance from the Wharton School of the University of
Pennsylvania.
Mr.
Politi’s in-depth knowledge of the IP video market and the broad range of
companies in the industry make him well qualified as a member of our board of
directors. He also brings transactional expertise including mergers
and acquisitions and capital markets.
Neither
Mr. Ostergaard nor Mr. Politi has engaged in a related party transaction with us
during the last two years, and there are no family relationships between Mr.
Ostergaard or Mr. Politi and any of our other directors or executive
officers. Our board of directors has determined that each of Mr.
Ostergaard and Mr. Politi is “independent,” as independence is defined in the
listing standards for the Nasdaq Stock Market.
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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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Date:
January 31, 2011
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By:
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/s/ Kaleil Isaza Tuzman
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Kaleil
Isaza Tuzman
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Chairman
and Chief Executive Officer
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