UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 27, 2012
BIDZ.COM, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-51257 | | 95-4728109 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification
Number) |
| | | | |
2400 Marine Avenue | | |
Redondo Beach, California | | 90278 |
(Address of principal executive offices) | | (Zip Code) |
310-280-7373
(Registrant’s telephone number, including area code)
3562 Eastham Drive
Culver City, California 90232
(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:
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 5.07. Submission of Matters to a Vote of Security Holders.
The Registrant held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”) on September 27, 2012. The following matters and proposals were voted upon at the meeting:
Proposal No. 1 - Adoption of the Merger Agreement. Under the terms of the previously announced merger agreement (“Merger Agreement”), the Merger Agreement must be adopted by the affirmative vote of (i) holders of a majority of the outstanding shares of the Company’s common stock entitled to vote thereon, and (ii) holders of a majority of the outstanding shares of the Company’s common stock held by unaffiliated stockholders.
At the Annual Meeting, the Merger Agreement was adopted by holders of a majority of the outstanding shares of common stock as follows:
| | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Adoption of Merger Agreement | | 12,956,630 | | 469,834 | | 172,590 | | — | | 2,303,970 |
At the Annual Meeting, the Merger Agreement also was adopted by holders of a majority of the outstanding shares of common stock held by unaffiliated stockholders as follows:
| | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Adoption of Merger Agreement | | 6,043,889 | | 469,834 | | 111,345 | | — | | 2,303,970 |
Proposal No. 2 - Approval of the Adjournment to Solicit Proxies. The proposal to adjourn the Annual Meeting, if the Board determines, based upon the recommendation of the Special Committee that it is necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to adopt the Merger Agreement, was approved by the affirmative vote of the holders of a majority of the outstanding common stock as follows:
| | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Approval of Adjournment to Solicit Proxies | | 13,055,757 | | 511,402 | | 31,895 | | — | | 2,303,970 |
Proposal No. 3 - Approval of Executive Compensation. The executive compensation proposal was approved (on an advisory basis) by the affirmative vote of the holders of a majority of the outstanding common stock as follows:
| | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Approval of Executive Compensation Proposal | | 12,897,171 | | 617,673 | | 84,210 | | — | | 2,294,220 |
Proposal No. 4 - Approval of Reverse Stock Split. The authorization to amend the Certificate of Incorporation to give effect to a reverse stock split was approved by the affirmative vote of the holders of a majority of the outstanding common stock as follows:
| | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Approval of Reverse Stock Split | | 14,894,388 | | 902,809 | | 96,077 | | — | | — |
Proposal No. 5 - Election of Directors. At the Annual Meeting, Garry Y. Itkin was elected as a Class III director by the following vote:
Name | | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Garry Y. Itkin | | 12,918,554 | | — | | — | | 680,500 | | 2,294,220 |
Notwithstanding the election of Mr. Itkin as a Class III director pursuant to Proposal No. 5, upon the consummation of the Merger and in accordance with the Merger Agreement, each of the directors of the Company, other than Mr. Zinberg, will resign and the directors of Bidz Acquisition Company, Inc. will become the directors of the Company as of the effective time of the Merger.
Proposal No. 6 - Ratification of Appointment of Independent Auditor. The ratification of the appointment of Marcum LLP as the Company’s independent auditor for the fiscal year ending December 31, 2012, was approved by the affirmative vote of the holders of a majority of the outstanding common stock as follows:
| | Shares for | | Shares
Against | | Shares
Abstaining | | Shares
Withheld | | Broker
Non-Votes |
Appointment of Marcum LLP | | 15,488,361 | | 280,674 | | 124,239 | | — | | — |
Item 8.01. Other Events.
On September 28, 2012, the Company issued a press release announcing the results of the Company’s annual meeting of stockholders held on September 27, 2012, disclosing that all conditions to closing of the previously announced merger and going private transaction with Glendon Group, Inc., had been satisfied, and that Glendon Group Inc. was required to complete the merger on or before October 1, 2012. On October 2, 2012, the Company issued a press release announcing that it had agreed to extend the deadline for Glendon Group to close the merger until the close of business on Wednesday, October 3, 2012. Copies of those press releases are attached hereto as Exhibits to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
Exhibit
Number | | Description |
| | |
99.1 | | Press Release dated September 28, 2012 |
| | |
99.2 | | Press Release dated October 2, 2012 |
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.
Date: October 2, 2012 | BIDZ.COM, INC. |
| |
| |
| By: | /s/ Lawrence Kong |
| | Lawrence Kong |
| | Chief Financial Officer |
EXHIBIT INDEX
No. | | Description | | Manner of Filing |
99.1 | | Press Release dated September 28, 2012 | | |
| | | | |
99.2 | | Press Release dated October 2, 2012 | | |
