Attached files

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EX-3.1 - EX-3.1 - Fantex, Inc.a15-9414_22ex3d1.htm
EX-99.1 - EX-99.1 - Fantex, Inc.a15-9414_22ex99d1.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):  July 14, 2015

 


 

FANTEX, INC.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation)

 

000-55204
(Commission File Number)

 

80-0884134
(IRS Employer Identification
Number)

 

330 Townsend Street, Suite 234
San Francisco, CA 94107
(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (415) 592-5950

 


 

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)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 3.03.

Material Modification to Rights of Security Holders.

 

On July 14, 2015, Fantex, Inc. (the “Company”) closed an underwritten public offering of 268,100 shares of a new series of its convertible tracking stock, Fantex Series Jack Mewhort Convertible Tracking Stock, par value $0.0001 per share (“Fantex Series Jack Mewhort”), at a price of $10.00 per share (the “Offering”) for net proceeds of $2,520,140, after deducting underwriting discounts payable by the Company, and paid $2,520,000 of such proceeds to Jack Mewhort to cover the purchase price under the Company’s brand contract with him. 124,014 shares of Fantex Series Jack Mewhort were purchased by Fantex Holdings, Inc. (“Fantex Holdings”), the Company’s parent company, and 69,520 shares of Fantex Series Jack Mewhort were purchased by certain directors and related persons of Fantex Holdings in the Offering pursuant to a standby purchase agreement. Under the terms of the standby purchase agreement, none of these purchasers will transfer, sell or otherwise dispose of any shares purchased by them for a period of 180 days after the effective date of the Offering. Fantex Holdings and any such directors and related persons of Fantex Holdings have further represented that they will not sell any shares of Fantex Series Jack Mewhort purchased in the Offering absent a subsequent registration statement.  In connection with the Offering, on July 14, 2015, the Company filed a Certificate of Designations of Fantex Series Jack Mewhort (the “Certificate of Designations”) with the Secretary of State of the State of Delaware, effective on July 14, 2015, authorizing Fantex Series Jack Mewhort and establishing the rights of the holders of Fantex Series Jack Mewhort.

 

A description of Fantex Series Jack Mewhort issued in connection with the Offering is set forth under the captions “Description of Capital Stock” and “Management and Attribution Policies” in the prospectus that constitutes a part of the Company’s Registration Statement on Form S-1, File No. 333-203457 (the “Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2015, as subsequently amended, and by the prospectuses filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), in connection with such Registration Statement. Such Registration Statement, as amended, and any prospectus filed pursuant to Rule 424(b) under the Securities Act that includes such description, are hereby incorporated by reference herein.

 

The description set forth above is qualified in its entirety by the Certificate of Designations, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 

 

On July 14, 2015, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, effective on July 14, 2015. The information set forth under “Item 3.03 Material Modification to the Rights of Security Holders” is incorporated herein by reference thereto. A copy of the Certificate of Designations is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 8.01.

Other Events.

 

On July 14, 2015, Fantex Brokerage Services, LLC issued a press release announcing the closing of the underwritten public offering described in Item 3.03 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Designations of the Fantex Series Jack Mewhort Convertible Tracking Stock.

 

 

 

99.1

 

Press release of Fantex Brokerage Services, LLC, dated July 14, 2015.

 

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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.

 

 

Date: July 14, 2015

 

FANTEX, INC.

 

 

 

 

 

 

 

By:

/s/ Bill Garvey

 

Name:

Bill Garvey

 

Title:

Chief Legal Officer and Secretary

 

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EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

3.1

 

Certificate of Designations of the Fantex Series Jack Mewhort Convertible Tracking Stock.

 

 

 

99.1

 

Press release of Fantex Brokerage Services, LLC, dated July 14, 2015.

 

4