UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 3, 2016
Sizmek Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-36219 |
| 37-1744624 |
(State or Other Jurisdiction |
| (Commission |
| (I.R.S. Employer |
500 W. 5th Street |
| 78701 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (512) 469-5900
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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))
EXPLANATORY NOTE
This Form 8-K/A is being filed to include a corrected portion of Exhibit 2.1, Agreement and Plan of Merger, dated as of August 3, 2016, by and among Sizmek Inc., Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. (the “Merger Agreement”). The Merger Agreement in the previously filed Exhibit 2.1 contained a typographical error and should be disregarded. Item 1.01 and Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 to the original Form 8-K filed on August 3, 2016 remain unchanged.
Item 1.01. | Entry Into a Material Definitive Agreement. |
As noted in the Explanatory Note above, Item 1.01 is unchanged.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
| Description |
|
|
|
2.1* |
| Agreement and Plan of Merger, dated as of August 3, 2016, by and among Sizmek Inc., Solomon Holding, LLC and Solomon Merger Subsidiary, Inc.* |
|
|
|
99.1 |
| Limited Guarantee, dated as of August 3, 2016, by Vector Capital IV, L.P. in favor of Sizmek Inc. (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
|
|
|
99.2 |
| Tender and Voting Agreement, dated as of August 3, 2016, by and among Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. and Neil Nguyen (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
|
|
|
99.3 |
| Tender and Voting Agreement, dated as of August 3, 2016, by and among Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. and Scott Ginsburg (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
|
|
|
99.4 |
| Tender and Voting Agreement, dated as of August 3, 2016, by and among Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. and Moon Doggie Family Partnership, L.P. (incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
|
|
|
99.5 |
| Press Release, issued by Sizmek Inc., dated August 3, 2016 (incorporated by reference to Exhibit 99.5 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
* | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
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. | |
|
|
|
| By: | /s/ Neil Nguyen |
| Name: | Neil Nguyen |
| Title: | President and Chief Executive Officer |
DATE: August 9, 2016
EXHIBIT INDEX
Exhibit |
| Description |
|
|
|
2.1* |
| Agreement and Plan of Merger, dated as of August 3, 2016, by and among Sizmek Inc., Solomon Holding, LLC and Solomon Merger Subsidiary, Inc.* |
|
|
|
99.1 |
| Limited Guarantee, dated as of August 3, 2016, by Vector Capital IV, L.P. in favor of Sizmek Inc. (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
|
|
|
|
| Tender and Voting Agreement, dated as of August 3, 2016, by and among Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. and Neil Nguyen (incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
99.2 |
|
|
|
| Tender and Voting Agreement, dated as of August 3, 2016, by and among Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. and Scott Ginsburg (incorporated by reference to Exhibit 99.3 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
99.3 |
|
|
|
| Tender and Voting Agreement, dated as of August 3, 2016, by and among Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. and Moon Doggie Family Partnership, L.P. (incorporated by reference to Exhibit 99.4 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
99.4 |
|
|
|
| Press Release, issued by Sizmek Inc., dated August 3, 2016 (incorporated by reference to Exhibit 99.5 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
|
|
|
99.5 |
| Limited Guarantee, dated as of August 3, 2016, by Vector Capital IV, L.P. in favor of Sizmek Inc. (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K (File No. 001-36219) of Sizmek Inc. filed with the Securities and Exchange Commission on August 3, 2016) |
* | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC. |
