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) January 26, 2009
Diligent Board Member Services, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-53205 | 26-1189601 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
39 West 37 St. 8th Floor
New York, NY 10018
(Address of principal executive offices) (Zip Code)
(212) 741-8181
(Registrant's telephone number, including area code)
Not Applicable
(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):
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 8.01. Other Material Events.
Potential Investment by Carroll Capital Holdings, LLC
On January 26, 2009, Diligent Board Member Services, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that Carroll Capital Holdings, LLC (“Carroll”) is interested in making a potential investment in the Company. The full text of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Cancellation of Shares
On January 26, 2009, one of the Company’s stockholders, Services Share Holdings, LLC, forfeited 14,000,000 of its shares of Company stock which resulted in the remaining shares still outstanding representing an increased percentage ownership of the Company’s total common equity. The cancellation of the Company’s shares by Services Share Holdings, LLC occurred pursuant to the Annualized License Fees warranty described in the Company’s Amendment No. 2 to Form 10 filed with the Securities and Exchange Commission on December 5, 2008.
Forward Looking Statements
This Current Report on Form 8-K and any exhibits to this Current Report may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "estimate,” "expect," "intend," "will," "should" and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements reflect management's current beliefs, assumptions and expectations and are subject to a number of factors that may cause actual results to differ materially. These factors include but are not limited to the risk that the conditions to consummate the investment may not be satisfied; and that the required corporate and other approvals may not be obtained. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events, developments, except as required by law.
Item 9.01 | Financial Statements and Exhibits. |
99.1 | Press Release dated January 26, 2009, furnished solely for the purpose of incorporation by reference into Item 8.01. |
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.
| DILIGENT BOARD MEMBER SERVICES, INC. |
| |
| |
Date: January 26, 2009 | By: /s/Hunter Cohen |
| Hunter Cohen |
| Executive Vice President and |
| Chief Financial Officer |
INDEX TO EXHIBITS
| 99.1 | Press Release dated January 26, 2009, furnished solely for the purpose of incorporation by reference into Item 8.01. |
