Attached files
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| EX-99.1 - MGT CAPITAL INVESTMENTS, INC. | v211012_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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) February 11, 2011 (February 10,
2011)
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 of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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Kensington
Centre, 66 Hammersmith Road,
London,
United Kingdom, W14 8UD
(Address of principal
executive offices, including zip code)
011-44-20-7605-1151
(Registrant’s
Telephone Number, Including Area Code)
(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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¨
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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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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.
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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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At the
Company’s February 7, 2011 board meeting, the board (a) accepted the resignation
of Allan Rowley as chief executive officer and director of MGT Capital
Investments, Inc. (the “Company”), (b) appointed Robert Ladd as interim chief
executive officer effective February 7, 2011 to fill the vacancy created by Mr.
Rowley’s resignation, and (c) authorized the Remuneration and
Nominations Committee to commence a search process for a new, permanent chief
executive officer and in connection with that process identify one or
more suitable candidates, negotiate appropriate terms and conditions of such
individual’s engagement, and to report periodically to the Board as to its
progress.
At the
Company’s February 10, 2011 board meeting, the board appointed Richard W. Cohen
as a director effective February 10, 2011 to fill the vacancy created by the
resignation of Mr. Rowley.
The
following sets forth Mr. Ladd’s position at the Company and a brief description
of his business experience for the past five years:
The
following sets forth Mr. Cohen’s position at the Company and a brief description
of his 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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Richard
W. Cohen
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56
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Director
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Richard W. Cohen, for more than the past five
years has been President of Lowey Dannenberg Cohen & Hart P.C., a law firm
which devotes a substantial amount of its practice to representation of
investors in public companies. Mr. Cohen is admitted to practice in New
York and Pennsylvania, and the bars of the U.S. Courts of Appeals for the 1st,
2nd, 3rd, 6th and 11th Circuits; the U.S. District Courts for the Southern and
Eastern Districts of New York, the Eastern District of Michigan and the Eastern
District of Pennsylvania. Mr. Cohen is a Graduate of Georgetown
University (A.B. 1977) and the New York University School of Law (J.D.
1980).
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Item
8.01.
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Other
Events.
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On
February 10, 2011, the Company issued a press release announcing the above
developments. A copy of the press release is attached as Exhibit
99.1.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a) Financial
Statements of Businesses Acquired
Not
applicable.
(b) Pro
forma Financial Information
Not
applicable.
(c) Shell
Company Transactions
Not
applicable.
(d) Exhibits
Not
applicable.
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Exhibit
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No.
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Description
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| 99.1 | Press Release dated February 10, 2011 |
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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Dated:
February 11, 2011
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MGT
CAPITAL INVESTMENTS, INC.
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By:
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/s/ Robert Ladd | ||
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Name:
Robert Ladd
Title:
Interim Chief Executive Officer
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