Attached files
| file | filename |
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| EX-31.1 - EXHIBIT 31.1 - NEULION, INC. | ex31_1.htm |
| EX-31.2 - EXHIBIT 31.2 - NEULION, INC. | ex31_2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2012
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or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Commission File Number 000-53620
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NEULION, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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98-0469479
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(State or Other Jurisdiction of
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(I.R.S. Employer
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Incorporation or Organization)
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Identification No.)
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1600 Old Country Road, Plainview, New York
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11803
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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 (516) 622-8300
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of exchange on which registered
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock
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(Title of Class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x.
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was $10,174,882.
As of March 4, 2013, there were 164,207,147 shares of the registrant’s common stock, $0.01 par value, outstanding.
EXPLANATORY NOTE
We are filing this Form 10-K/A to amend certain disclosures contained in Part III of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Original Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2013, which disclosures were incorporated by reference from our definitive proxy statement filed with the SEC on April 15, 2013. This Form 10-K/A amends and restates Item 12 of Part III to reflect the beneficial ownership of certain shares that were inadvertently excluded from the table in the Original Form 10-K. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains new certifications included as Exhibits 31.1 and 31.2 hereto.
This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosures in the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K and our other filings with the SEC.
PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of April 15, 2013, certain information concerning the beneficial ownership of our common stock by (i) each stockholder known by us to own beneficially five percent or more of our outstanding common stock; (ii) each director; (iii) each Named Executive Officer; and (iv) all of our executive officers and directors as a group.
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Name and Address of Beneficial Owner (1)
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Shares Beneficially Owned (2)
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Percent of Class (3)
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Nancy Li
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40,360,684(4)(7)
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24.4%
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Charles B. Wang
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30,990,872(5)(7)
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18.7%
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G. Scott Paterson
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10,192,790(6)
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6.2%
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J. Christopher Wagner
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3,645,853(8)
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2.2%
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David Kronfeld
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30,412,315(9)
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15.8%
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JK&B Capital V, L.L.C.(10)
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27,986,022(11)
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14.6%
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AvantaLion LLC(12)
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22,820,650(7)(13)
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13.9%
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John E. Anderson
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457,765(14)
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*
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Gabriel A. Battista
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487,710(15)
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*
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Shirley Strum Kenny
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470,896
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*
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Roy E. Reichbach
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6,066,250(16)
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3.7%
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All officers and directors as a group (13 persons)
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132,533,419
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65.5%
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_______________________________
*Less than 1%.
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(1)
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Unless otherwise indicated, the address of such individual is c/o NeuLion, Inc., 1600 Old Country Road, Plainview, New York 11803.
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(2)
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The total number of shares beneficially owned includes shares over which the named person could have acquired voting power or investment power within 60 days after April 15, 2013.
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(3)
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Based upon 164,207,147 shares of common stock outstanding as of April 15, 2013.
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(4)
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Includes (i) 56,040 shares of common stock held indirectly by two trusts for the benefit of Ms. Li’s children for which Ms. Li is the trustee and (ii) 1,143,750 shares of common stock underlying options granted under our Stock Option Plan. Excludes 30,990,872 shares of Common Stock beneficially owned by Mr. Wang, Ms. Li’s spouse, of which Ms. Li disclaims beneficial ownership. See Footnote (5) below.
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(5)
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Includes (i) 22,820,650 shares of common stock held by AvantaLion, a limited liability company controlled by Mr. Wang, (ii) 256,040 shares of common stock held indirectly by two trusts for the benefit of Mr. Wang’s grandchildren for which Mr. Wang is the trustee and (iii) 1,167,250 shares of common stock underlying warrants that are only exercisable on a cashless basis. Excludes (i) 40,360,684 shares of common stock beneficially owned by Ms. Li, Mr. Wang’s spouse, (ii) 12,033,989 shares of Preferred Stock owned by JK&B Capital V Special Opportunity Fund, L.P. (“JK&B SOF”), an entity in which Mr. Wang has an 86% pecuniary interest, and (iii) 5,000,000 shares of common stock held by a trust for the benefit of Mr. Wang’s children (the “2012 Trust”). Mr. Wang does not have voting or dispositive power over the shares held by Ms. Li, JK&B SOF, or the 2012 Trust and disclaims beneficial ownership of all such shares.
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(6)
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Includes (i) 625,000 shares of common stock held by entities controlled by Mr. Paterson and (ii) 872,500 shares of common stock underlying warrants that are only exercisable on a cashless basis. Excludes (i) 1,000,000 shares of common stock and (ii) 151,587 shares of common stock underlying warrants that are only exercisable on a cashless basis held by a trust for the benefit of Mr. Paterson’s family. Mr. Paterson does not exercise voting or investment powers over this trust and disclaims beneficial ownership of all such shares of Common Stock.
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(7)
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Mr. Wang, Ms. Li and AvantaLion, a limited liability company controlled by Mr. Wang, are parties to a Voting Trust Agreement, pursuant to which all shares of Common Stock of the Company directly or indirectly controlled by them were deposited with Computershare so that shares of Common Stock controlled by Mr. Wang, Ms. Li and AvantaLion, representing more than 9.9% of the total issued and outstanding Common Stock of the Company, may not be voted in relation to:
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• the election of directors;
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• any matters related to security-based compensation; and
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• any other matters which may change the governance structure of the Company as disclosed in the management information circular dated September 4, 2008 relating to the stockholder approval of the business combination of the entities then known as JumpTV Inc. (now called NeuLion, Inc.) and NeuLion, Inc. (now called NeuLion USA, Inc.).
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The voting restrictions imposed by the Voting Trust Agreement do not apply to any arm’s-length transferee of any of the Common Stock held by Mr. Wang, Ms. Li or AvantaLion. The Voting Trust Agreement will terminate on the first to occur of:
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• five years from October 20, 2008;
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• the date when the Common Stock ceases to be listed and posted for trading on the TSX; and
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• the date that Mr. Wang, Ms. Li and AvantaLion no longer own any Common Stock.
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(8)
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Includes 1,856,250 shares of common stock underlying options and warrants.
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(9)
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Includes 2,006,300 shares of common stock directly owned by DKB JTV Holdings, LLC, an entity controlled by Mr. Kronfeld. Mr. Kronfeld disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Also includes (i) 15,952,033 shares of Preferred Stock directly owned by JK&B Capital V, L.P. (“JK&B”) and (ii) 12,033,989 shares of Preferred Stock directly owned by JK&B SOF. Mr. Kronfeld is the managing member of JK&B Capital V, L.L.C., the general partner of JK&B Management V, L.P. (“JK&B Management”). JK&B Management is the general partner of both JK&B and JK&B SOF. Mr. Kronfeld, JK&B Capital V, L.L.C. and JK&B Management each may be deemed to have sole voting and dispositive power over the shares. Mr. Kronfeld disclaims beneficial ownership of the Preferred Stock owned by JK&B and JK&B SOF except to the extent of his pecuniary interest therein.
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(10)
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The address of this beneficial owner is c/o JK&B Capital, Two Prudential Plaza, 180 N. Stetson Avenue, Suite 4500, Chicago, Illinois 60601.
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(11)
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Represents 15,952,033 shares of common stock underlying Preferred Stock directly owned by JK&B and 12,033,989 shares of common stock underlying Preferred Stock directly owned by JK&B SOF. Mr. Kronfeld is the managing member of JK&B Capital V, L.L.C., the general partner of JK&B Management. JK&B Management is the general partner of both JK&B and JK&B SOF. Mr. Kronfeld, JK&B Capital V, L.L.C. and JK&B Management each may be deemed to have sole voting and dispositive power over such shares. See Footnote (8) above.
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(12)
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The address of this beneficial owner is 250 Pehle Avenue, Suite 404, Saddle Brook, New Jersey 07663.
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(13)
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AvantaLion is a limited liability company controlled by Mr. Wang. See Footnote (5) above.
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(14)
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Includes 50,000 shares of common stock underlying options.
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(15)
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Includes (i)103,061 shares of common stock underlying Preferred Stock held by The Gabriel A. Battista Revocable Trust Under a Trust dated August 22, 2006 and (ii) 50,000 shares of common stock underlying options.
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(16)
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Includes (i) 831,250 shares of common stock underlying options and (ii) 5,000,000 shares of common stock held by the 2012 Trust. Mr. Reichbach is the trustee of the 2012 Trust and in such capacity has voting and dispositive control with respect to such shares. Mr. Reichbach disclaims beneficial ownership of the shares held by the 2012 Trust.
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EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 2012 with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance:
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Plan Category
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Number of
securities to
be issued
upon exercise
of
outstanding
options,
warrants and
rights
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Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
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Number of
securities
remaining available
for future issuance
under equity
compensation plans
(excluding
securities reflected
in column(a))
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(a)
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(b)
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(c)
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Equity compensation plans
approved by security holders
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2012 Omnibus Securities and
Incentive Plan (1)
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415,000(1) | $0.25(1) | 19,585,000 | ||||||||||
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Second Amended and Restated
Stock Option Plan (2)
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16,502,500(2) | $0.44(2) | 4,023,393 | ||||||||||
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Restricted Share Plan (3)
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0 | N/A | 0 | ||||||||||
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2006 Stock Appreciation Rights
Plan (4)
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675,000(3) | $0.61(3) | 7,535,357 | ||||||||||
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Amended and Restated Directors’
Compensation Plan (5)
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0(4) | N/A(4) | 2,995,137 | ||||||||||
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Amended and Restated Retention
Warrants Plan (6)
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236,550 | $0.67 | 2,263,450 | ||||||||||
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Employee Share Purchase Plan (7)
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0(6) | N/A | N/A | ||||||||||
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Equity compensation plans not
approved by security holders
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None
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N/A | N/A | N/A | ||||||||||
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Total
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17,829,050 | $0.44 | 36,402,337 | ||||||||||
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(1)
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The maximum number of shares of common stock issuable upon exercise of securities granted pursuant to the 2012 Omnibus Securities and Incentive Plan (the “2012 Plan”) shall be 20,000,000.
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(2)
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The maximum number of shares of common stock issuable upon exercise of options granted pursuant to the Second Amended and Restated Stock Option Plan (the “Stock Option Plan”) is equal to the greater of (i) 4,000,000 shares of common stock and (ii) 12.5% of the number of issued and outstanding shares of common stock from time to time. As a result, any increase in the issued and outstanding shares will result in an increase in the number of shares of common stock available for issuance under the Stock Option Plan, and any exercises of options will make new grants available under the Stock Option Plan. No new option awards will be made under the Stock Option Plan, however, outstanding awards under the Stock Option Plan will remain in effect pursuant to their terms. All future awards of options will be made under the 2012 Plan.
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(3)
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No new awards will be made under the Restricted Share Plan. All future similar awards will be made under the 2012 Plan.
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(4)
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The maximum number of shares of common stock which may be issued pursuant to the 2006 Stock Appreciation Rights Plan (the “SARs Plan”) is the greater of 4,150,000 or 5% of the issued and outstanding shares of common stock. The shares of common stock reserved for issuance upon the exercise of SARs that terminate, expire unexercised or are cancelled shall be available for subsequent grants of SARs under the SARs Plan. No new awards will be made under the SARs Plan, however, outstanding awards under the SARs Plan will remain in effect pursuant to their terms. All future awards will be made under the 2012 Plan.
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(5)
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Shares of common stock are issued directly under the Amended and Restated Directors’ Compensation Plan (“Directors’ Compensation Plan”) without exercise of any option, warrant or right.
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(6)
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No new awards will be made under the Amended and Restated Retention Warrants Plan, however, outstanding awards under the Amended and Restated Retention Warrants Plan will remain in effect pursuant to their terms. All future similar awards will be made under the 2012 Plan.
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(7)
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We have not issued shares under the Employee Share Purchase Plan since its approval by our stockholders.
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On September 25, 2012, we completed a private placement offering (the “Offering”) pursuant to which we sold an aggregate of 22,782,674 units at CDN$0.20 each (the “Units”), with each Unit consisting of one share of common stock, and one-half of one common stock purchase warrant (“Offering Warrant”), and each full Offering Warrant entitling the holder thereof to purchase one share of common stock at US$0.30 for thirty (30) months following closing (the “Offering”) and (ii) a convertible note exercisable upon stockholder approval for Units in the amount of CDN$533,100 (“Convertible Note”), for aggregate gross proceeds of approximately CDN$5,089,635. D&D Securities Inc. (the “Broker”) served as the agent for a portion of the Offering. A portion of our compensation to the Broker for services rendered in connection with the Offering included a certificate to purchase up to 748,127 broker warrants (“Broker Warrants”). Each Broker Warrant is exercisable for one Unit at an exercise price of US$0.21 per warrant (“Broker Unit”) (a weighted-average exercise price of US$0.21 per share) at any time prior to the thirty (30) month anniversary of the closing date of the Offering. Each Broker Unit consists of one share of common stock and one-half of an Offering Warrant, and each full Offering Warrant entitles the holder thereof to purchase one share of common stock at US$0.30 for thirty (30) months following the closing date of the Offering.
On May 9, 2012 (the “Issuance Date”), we executed a warrant certificate in favor of Raine Advisors LLC, a consultant, for the issuance of up to 3,789,482 warrants to purchase up to such number of shares of common stock of the Company at an exercise price of $0.2201 per share (a weighted-average exercise price of $0.2201 per share). On the Issuance Date, 1,894,741 warrants automatically vested. The remaining 1,894,741 warrants shall vest on such date that occurs prior to the expiration date, which shall be 10 years from the Issuance Date, upon Raine’s satisfaction of certain conditions set forth in the warrant certificate.
On October 20, 2008, in connection with the NeuLion, Inc. – JumpTV Inc. merger, we issued 5,000,000 warrants, fully vested and exercisable for two years at $0.63, to employees of the company then known NeuLion, Inc. who became employees of the post-merger company. On June 15, 2010, the stockholders of the Company approved a resolution to extend the expiry date of these warrants from October 20, 2010 to October 20, 2013.
As of December 31, 2012, in the aggregate, these warrants could be exercised for 19,383,269 shares of common stock at a weighted average exercise price per warrant of $0.37.
PART IV
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(a)
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(1)
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Financial Statements
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Consolidated Balance Sheets
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Consolidated Statements of Operations and Comprehensive Loss
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Consolidated Statements of Equity
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Consolidated Statements of Cash Flows
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Notes to Consolidated Financial Statements
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(2)
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Financial Statement Schedules
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None.
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(b)
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Exhibits
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The following exhibits are filed as part of this report:
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Exhibit
No.
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Description
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2.1
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Share Exchange Agreement dated as of August 12, 2010 by and among NeuLion, Inc., AvantaLion LLC and Wang Yunchuan, Hao Jingfang, Wang Qi, Tan Zhongjun, Wang Xiaohong, Shu Wei, and Zhao Yun (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed August 18, 2010)
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3.1
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Certificate of Domestication (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 6, 2010)
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3.2
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Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A filed February 18, 2011)
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3.3
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By-laws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed December 6, 2010)
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3.4
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Certificate of Amendment to the Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed June 9, 2011)
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3.5
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Certificate of Designation for Class 4 Preference Shares (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 1, 2011)
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4.1
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Form of stock specimen (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 6, 2010)
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4.2
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Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 28, 2012)
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4.3
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Warrant Certificate, dated September 25, 2012, issued to D&D Securities (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 28, 2012)
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4.4
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Convertible Note, dated September 25, 2012, in favor of Charles B. Wang (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 28, 2012)
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9.1
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Voting Trust Agreement, dated as of October 20, 2008, among Charles B. Wang, Nancy Li, AvantaLion LLC, Jianbing Duan, Computershare Trust Company of Canada and JumpTV Inc. (incorporated by reference to Exhibit 9 to the Company’s Registration Statement on Form 10 filed April 9, 2009)
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9.2
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Amendment to Voting Trust Agreement, dated as of December 19, 2012, among Charles B. Wang, Nancy Li, AvantaLion LLC, Jianbing Duan, Computershare Trust Company of Canada, Charles B. Wang Multigenerational 2012 Trust and NeuLion, Inc. (incorporated by reference to Exhibit 3 to the Schedule 13D/A for Charles B. Wang filed February 13, 2013).
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10.1 #
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Employment Agreement, dated as of June 1, 2006, between JumpTV Inc. and G. Scott Paterson (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10, filed April 9, 2009)
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10.2 #
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Second Amended and Restated Stock Option Plan, as amended (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2010)
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10.3 #
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2006 Stock Appreciation Rights Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2010)
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10.4 #
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Amended and Restated Retention Warrants Plan, as amended (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2010)
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10.5 #
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Restricted Share Plan, as amended (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 5, 2010)
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10.6 #
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Amended and Restated Directors’ Compensation Plan, as amended (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2012)
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10.7 #
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Employee Share Purchase Plan (incorporated by reference to Exhibit 10.17 to the Company’s Registration Statement on Form 10, filed April 9, 2009)
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10.8 #
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Form of Rights Agreement under the 2006 Stock Appreciation Rights Plan (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form 10, filed April 9, 2009)
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10.9
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Contract for Services, dated as of June 1, 2008, between KyLin TV, Inc. and NeuLion, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment on file with the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 3, 2012)
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10.10
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License Agreement, dated as of June 1, 2006, between NeuLion, Inc. and ABS-CBN Global Limited (portions of this exhibit have been omitted pursuant to a request for confidential treatment on file with the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.22 to Amendment No. 3 to the Company’s Registration Statement on Form 10, filed June 23, 2009)
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10.11
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Contract for Services, dated as of June 22, 2007, between Sky Angel U.S., LLC and NeuLion, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment on file with the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form 10, filed June 23, 2009)
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10.12
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Amendment to that Certain “Contract for Services” Agreement dated June 22, 2007 by and between Sky Angel U.S. LLC and NeuLion, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 2, 2010)
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10.13
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Digital Media and Technology Agreement, effective as of October 1, 2010, between NHL Interactive CyberEnterprises, LLC and NeuLion, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment on file with the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 21, 2011)
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10.14
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Subscription Agreement dated as of June 29, 2011 between NeuLion, Inc. and JK&B Capital V, L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 1, 2011)
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10.15
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Subscription Agreement dated as of June 29, 2011 between NeuLion, Inc. and JK&B Capital V Special Opportunity Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 1, 2011)
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10.16
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Registration Rights Agreement dated as of June 29, 2011 among JK&B Capital V Special Opportunity Fund, L.P., JK&B Capital V, L.P. and NeuLion, Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed July 1, 2011)
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10.17 #
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NeuLion, Inc. 2012 Omnibus Securities and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 5, 2012)
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10.18
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Amendment 1 to Contract for Services dated as of July 13, 2012, by and between NeuLion, Inc. and KyLin TV, Inc. (portions of this exhibit have been omitted pursuant to a request for confidential treatment on file with the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed October 10, 2012)
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10.19
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Form of Subscription Agreement (U.S. Subscribers - Non-Brokered) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 28, 2012)
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10.20
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Form of Subscription Agreement (Canadian Subscribers - Brokered) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 28, 2012)
|
|
10.21
|
Form of Subscriptions Agreement (Canadian Subscribers - Non-Brokered) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 28, 2012)
|
|
10.22
|
Second Amendment, dated as of July 15, 2010, to that certain Contract for Service dated June 22, 2007 by and between NeuLion, Inc. and Sky Angel U.S., LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment made to the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 20, 2012)
|
|
10.23
|
Third Amendment, dated as of September 30, 2011, to that certain Contract for Service dated June 22, 2007 by and between NeuLion, Inc. and Sky Angel U.S., LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment made to the Securities and Exchange Commission) (portions of this exhibit have been omitted pursuant to a request for confidential treatment made to the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 20, 2012) |
|
10.24
|
Amendment Four, dated as of October 30, 2012, to that certain Contract for Service dated June 22, 2007 by and between NeuLion, Inc. and Sky Angel U.S., LLC (portions of this exhibit have been omitted pursuant to a request for confidential treatment made to the Securities and Exchange Commission) (portions of this exhibit have been omitted pursuant to a request for confidential treatment made to the Securities and Exchange Commission) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 20, 2012) |
|
16
|
Letter, dated June 22, 2012, from Ernst & Young LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed June 22, 2012) |
|
21*
|
Subsidiaries |
|
31.1 ***
|
Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Exchange Act |
|
31.2 ***
|
Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Exchange Act |
|
32*
|
Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
#
|
Management contract or compensatory plan or arrangements
|
|
*
|
Filed with the Original Form 10-K
|
|
**
|
Furnished with the Original Form 10-K. As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act and Section 18 of the Exchange Act or otherwise subject to liability under those sections, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act except as expressly set forth by specific reference in such filing.
|
|
***
|
Filed herewith
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
NEULION, INC.
|
|||
|
June 27, 2014
|
By:
|
/s/ Nancy Li
|
|
|
Name: Nancy Li
|
|||
|
Title: Chief Executive Officer
|
|||
|
(Principal Executive Officer)
|
|||