AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of Report (Date of earliest event reported): March 3, 2016
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
West Legacy Center Drive, Suite 500
of principal executive offices)|
telephone number, including area code: (801) 263-0699
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
On February 2, 2016,
ZAGG Inc, a Nevada corporation (the “Company”), and ZM Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with mophie inc., a California corporation (“mophie”), the principal shareholders of mophie
named therein, and Daniel Huang as representative of the mophie shareholders, warrant holders and option holders, pursuant to which
Merger Sub merged with and into mophie, with mophie continuing as the surviving corporation (the “Merger”).
On March 8, 2016,
the Company filed a Current Report on Form 8-K (the “Initial Filing”) with the United States Securities and Exchange
Commission to report the consummation of the Merger, which was completed on March 3, 2016. This Current Report on Form 8-K/A amends
and supplements Item 9.01 of the Initial Filing to present certain financial statements of mophie and to present certain unaudited
pro forma financial information of the Company in connection with the Merger.
Item 9.01 Financial Statements and Exhibits
Statements of Businesses Acquired
The financial statements required by Item
9.01(a) are filed as Exhibit 99.4 to this Current Report and are incorporated herein by reference.
Forma Financial Information
The pro forma financial information required
by Item 9.01(b) are filed as Exhibit 99.5 to this Current Report and are incorporated herein by reference.
The following are filed as Exhibits to this
Current Report on Form 8-K/A.
||Consent of PricewaterhouseCoopers. |
||Audited financial statements of mophie as of and for the years ended December 31, 2015, 2014 and 2013|
||Pro forma financial information|
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: May 17, 2016
||/s/ Bradley J. Holiday|
|Bradley J. Holiday|
Chief Financial Officer