Attached files
| file | filename |
|---|---|
| EX-99.1 - FINANCIAL STATEMENTS - As Seen On TV, Inc. | astv_ex99z1.htm |
| EX-99.2 - FINANCIAL STATEMENTS - As Seen On TV, Inc. | astv_ex99z2.htm |
| EX-99.3 - PRO FORMA FINANCIAL STATEMENTS - As Seen On TV, Inc. | astv_ex99z3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 2014
AS SEEN ON TV, INC. | ||||
(Exact name of registrant as specified in its charter)
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Florida |
| 000-53539 |
| 80-0149096 |
(State or other jurisdiction |
| (Commission File Number) |
| (IRS Employer Identification No.) |
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14044 Icot Boulevard (727) 230-1031 | ||||
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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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 9.01
Financial Statements and Exhibits.
As previously reported on April 2, 2014, As Seen On TV, Inc. (the “Company”) entered into an Agreement and Plan of Merger with Infusion Brands International, Inc., a Nevada corporation (“IBI”), Infusion Brands, Inc. (“Infusion”), a Nevada corporation and a wholly owned subsidiary of IBI, and ASTV Merger Sub, Inc., a Nevada corporation and a wholly owned subsidiary of the Company. All of the closing conditions included in the Merger Agreement were satisfied on April 2, 2014, and the merger closed. This Current Report on Form 8-K/A includes the audited financial statements of Infusion and the related pro forma financial statements for the Company in accordance with the Current Report on Form 8-K as filed on April 8, 2014.
(a)
Financial statements of businesses acquired.
The audited financial statements of Infusion at December 31, 2013 and 2012 and for the years ended December 31, 2013 and 2012 are filed as Exhibit 99.1 to this report. Also included herein are the audited financial statements of Ronco Holdings, Inc. at December 31, 2013 and 2012 and for the years ended December 31, 2013 and 2012 are filed as Exhibit 99.2 to this report.
(b)
Pro forma financial information.
The unaudited pro forma financial statements giving effect to the acquisition of Infusion and Ronco Holdings, Inc. are filed as Exhibit 99.3 to this report.
(d)
Exhibits
Exhibit No. |
| Description |
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| Audited financial statements of Infusion Brands, Inc. at December 31, 2013 and 2012 and for the years ended December 31, 2013 and 2012 | |
| Audited financial statements of Ronco Holdings, Inc. at December 31, 2013 and 2012 and for the years ended December 31, 2013 and 2012 | |
| Unaudited pro forma financial statements giving effect to the acquisition of Infusion Brands, Inc. and Ronco Holdings, Inc. |
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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 thereunto duly authorized.
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As Seen On TV, Inc. | ||
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By: |
| /s/ Robert DeCecco |
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| Robert DeCecco |
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| Chief Executive Officer |
Date: August 29, 2014
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