UNITED STATES
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) March 10, 2015
Sizmek Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36219 | | 37-1744624 |
(State or other jurisdiction of | | (Commission | | (IRS Employer |
incorporation) | | File Number) | | Identification No.) |
401 Park Avenue South, 5th Floor | | |
New York, New York | | 10016 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (212) 953-9300
N/A
(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 1.01. | Entry into a Material Definitive Agreement. |
On March 10, 2015, Sizmek Inc. (the “Company”) entered into an Amendment (the “Amendment”) to the Agreement, dated as of October 7, 2013, by and among Digital Generation, Inc. (“DG”) and Alex Meruelo Living Trust, Meruelo Investment Partners LLC and Alex Meruelo (the “Agreement”).
The Amendment amends the Agreement, to which the Company joined in connection with its spin-off from DG and emergence as a separate, publicly-traded company. In the Amendment, the parties agreed, among other things, that the date by which the Company shall hold its 2015 Annual Meeting would be extended from May 30, 2015 to December 15, 2015.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits |
| |
(d) | Exhibits |
| |
10.1 | Amendment, dated March 10, 2015, by and among Alex Meruelo Living Trust, Meruelo Investment Partners LLC and Alex Meruelo, and Sizmek Inc. |
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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.
| SIZMEK INC. |
| | |
Date: March 13, 2015 | By: | /s/ Kenneth Saunders |
| | Name: | Kenneth Saunders |
| | Title: | Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
| | |
10.1 | | Amendment, dated March 10, 2015, by and among Alex Meruelo Living Trust, Meruelo Investment Partners LLC and Alex Meruelo, and Sizmek Inc. |
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