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EX-10.1 - EXHIBIT 10.1 - MGT CAPITAL INVESTMENTS, INC.v347652_ex10-1.htm
EX-99.1 - EXHIBIT 99.1 - MGT CAPITAL INVESTMENTS, INC.v347652_ex99-1.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) June 12, 2013 (June 6, 2013)

 

MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 0-26886 13-4148725
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528

(Address of principal executive offices, including zip code)

 

(914) 630-7431

(Registrant's telephone number, including area code)

 

 

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))

 

 

 
 

 

ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT

 

On June 6, 2013 MGT Capital Investments, Inc. (the “Company”) entered into an agreement (the “Agreement”) with Michael Haller to serve as the Company’s Executive Vice President. The Agreement is for a one year term with automatic renewal for additional one year terms. Mr. Haller shall receive a $120,000 per year salary with a signing bonus of $10,000. He is also entitled to certain shares of common stock and a cash bonus upon the achievement of certain milestones and vesting schedule as set forth in Schedule A of the Agreement attached as Exhibit 10.1 to this Form 8-K. Mr. Haller had no family relationship with any of the Company’s officers and directors.

 

ITEM 7.01 REGULATION FD DISCLOSURE

On June 6, 2013, the Company issued a press release regarding the hiring of Michael Haller which is attached as Exhibit 99.1.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

 

 

 
 

 

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 thereunto duly authorized.

 

Dated: June 12, 2013

 

    MGT Capital Investments, Inc.
   
 

By: /s/ Robert B. Ladd

Name: Robert B. Ladd

Title: President and Chief Executive Officer