Attached files
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| EX-99.1 - EXHIBIT 99.1 - NEULION, INC. | ex99_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 18, 2017
NEULION, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-53620
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98-0469479
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(Commission File Number)
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(IRS Employer Identification No.)
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1600 Old Country Road, Plainview, NY
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11803
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(Address of Principal Executive Offices)
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(Zip Code)
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(516) 622-8300
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
☐ 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2017, NeuLion, Inc. (the “Company”) entered into an agreement (the “Purchase Agreement”) with an affiliate of Fortress Investment Group (the “Buyer”) pursuant to which the Company agreed to sell certain DivX assets, intellectual property and subsidiaries (collectively, the “Assets”) to the Buyer. Pursuant to the Purchase Agreement, the Company will sell the Assets to the Buyer for cash consideration of $41,500,000, subject to adjustment as specified in the Purchase Agreement. The Assets accounted for approximately $15.0 million and $20.7 million of the Company’s consolidated GAAP revenues for the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively. The transactions contemplated by the Purchase Agreement are expected to close during the first quarter of 2018.
Each of the parties makes customary representations and warranties in the Purchase Agreement and the closing of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions. The Purchase Agreement may be terminated by either party if the sale of the Assets has not closed by March 18, 2018.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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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 hereunto duly authorized.
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NEULION, INC.
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Date: December 19, 2017
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By:
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/s/ Roy E. Reichbach
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Name:
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Roy E. Reichbach
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Title:
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President and Chief Executive Officer
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