Attached files
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| EX-99.1 - RMG Networks Holding Corp | v224864_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2011 (June 2, 2011)
SCG FINANCIAL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
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Delaware
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000-54339
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27-4452594
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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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615 N. Wabash Ave.
Chicago, Illinois
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60611
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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: (312) 784-3960
Not Applicable
(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 to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
Separate Trading of Common Stock and Warrants
On June 2, 2011, SCG Financial Acquisition Corp. (the “Company”) announced that Lazard Capital Markets LLC (“Lazard”), the representative of the underwriters of the Company’s initial public offering, has informed the Company commencing on June 3, 2011, the holders of the Company’s units (the “Units”) may elect to separately trade the common stock and warrants included in the Units. Each Unit consists of one share of common stock, $0.0001 par value per share, and one warrant to purchase one share of common stock. Those Units not separated will continue to trade on the Over-The-Counter Bulletin Board under the symbol “SCGQU” and each of the underlying common stock and warrants will trade on the Over-The-Counter Bulletin Board under the symbols “SCGQ” and “SCGQW”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into common stock and warrants.
As a result of Lazard electing to not exercise the over-allotment option in connection with the Company’s initial public offering, the Company’s sponsor, SCG Financial Holdings LLC, forfeited 228,571 shares of common stock of the Company and as a result, there are 9,523,810 shares of common stock of the Company issued and outstanding as of the date of this report.
A copy of the Press Release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
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Exhibit Number
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Description
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99.1
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Press Release dated June 2, 2011.
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SIGNATURE
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.
| Dated: June 3, 2011 | SCG FINANCIAL ACQUISITION CORP. | ||
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By:
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/s/ Gregory H. Sachs | |
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Name: Gregory H. Sachs
Title: Chairman, President and Chief
Executive Officer
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