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) February 28, 2013
DILIGENT BOARD MEMBER SERVICES, INC.
(Exact name of registrant as specified in Charter)
| Delaware | 000-53205 | 26-1189601 |
(State of other Jurisdiction of incorporation) | (Commission file no.) | (IRS employer identification no.) |
39 West 37 St. 8th Floor
New York, NY 10018
(Address of principal executive offices)
(212) 741-8181
(Issuer’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 2.02. Results of Operations and Financial Condition.
On March 1, 2013 New Zealand Daylight Time, Diligent Board Member Services, Inc. (the “Company”) issued a report announcing its preliminary full year 2012 results pursuant to the rules of the New Zealand Stock Exchange. A copy of the report is furnished herewith as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
The Company plans to conduct an investor presentation on March 4, 2013 New Zealand Daylight Time at which the Company will use the presentation included as Exhibit 99.2 to this Current Report on Form 8-K (the “Investor Presentation”).
Item 9.01 Exhibits
(d) Exhibits
| Exhibit | |
| No. | Description |
| | |
| 99.1 | Report dated March 1, 2013 New Zealand Daylight Time |
| | |
| 99.2 | Investor Presentation |
The information furnished pursuant to this Current Report on Form 8-K (including the exhibits hereto) shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth by specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.
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.
Dated: March 1, 2013 | DILIGENT BOARD MEMBER SERVICES, INC. |
| | | |
| | By: | /s/ Steven P. Ruse |
| | Steven P. Ruse Chief Financial Officer |
