Attached files
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EX-99.2 - EX-99.2 - MAKEMUSIC, INC. | c56737exv99w2.htm |
EX-99.1 - EX-99.1 - MAKEMUSIC, INC. | c56737exv99w1.htm |
EX-10.1 - EX-10.1 - MAKEMUSIC, INC. | c56737exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2010
MAKEMUSIC, INC.
(Exact name of registrant as specified in its charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-26192 | 41-1716250 | |
(Commission File Number) | (IRS Employer | |
Identification No.) |
7615 Golden Triangle Drive, Suite M
Eden Prairie, Minnesota 55344-3848
(Address of Principal Executive Offices) (Zip Code)
Eden Prairie, Minnesota 55344-3848
(Address of Principal Executive Offices) (Zip Code)
(952) 937-9611
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
(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 1.01. Entry into a Material Definitive Agreement.
On March 2, 2010, MakeMusic, Inc. (the Company) entered into an agreement (the Agreement) with
LaunchEquity Partners, LLC (LEP) and LaunchEquity Acquisition Partners, LLC Designated Series
Education Partners (LEAP, and together with LEP, LaunchEquity) regarding the composition of the
Companys Board of Directors and certain other matters. LaunchEquity beneficially owns
approximately 29% of the Companys outstanding shares of common stock. Under the Agreement, the
Company agreed to expand the size of its Board of Directors to nine members and add two new
directors selected by LaunchEquity. As a result, on March 1, 2010, the Board, upon recommendation
by the Companys Governance Committee, appointed Andrew C. Stephens, a partner and managing
director of Artisan Partners, and Trevor DSouza, a managing director of Mason Wells, as directors,
effective upon execution of the Agreement.
The Company also agreed, subject to its existing policies and the fiduciary duties of its
directors, to nominate Mr. Stephens, Mr. DSouza, and Mr. Jeff A. Koch, who is currently a director
of the Company (the LaunchEquity Directors), for election at the Companys 2010 Annual Meeting
and agreed not to increase the size of its Board of Directors to more than nine directors or take
action to remove the LaunchEquity Directors before the Companys 2011 Annual Meeting of
Shareholders (the 2011 Annual Meeting). Pursuant to the Agreement, LaunchEquity will be entitled
to proportionate representation by LaunchEquity Directors on all committees of the Companys Board,
provided such representation would not violate any applicable SEC or Nasdaq rules. LaunchEquity
also has the right, subject to the Companys policies and the fiduciary duties of its directors, to
replace any LaunchEquity Director that ceases to serve as director of the Company for any reason
prior to the Companys 2011 Annual Meeting of Shareholders.
The Agreement prohibits LaunchEquity from nominating a slate of directors to compete with the
Companys director nominees for the 2010 Annual Meeting of Shareholders or soliciting votes in
opposition to the Companys nominees. Pursuant to the Agreement, LaunchEquity also may not
participate in any transaction regarding control of the Company that has not been approved by the
Companys Board of Directors. These standstill agreements expire immediately prior to the
Companys 2011 Annual Meeting of Shareholders.
The foregoing summary of the Agreement is qualified in its entirety by reference to the complete
text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated by reference to this Item 1.01 as if fully set forth herein.
Item 2.02 Results of Operations and Financial Condition.
On March 3, 2010, the Company issued a press release announcing its 2009 fourth quarter and year
end financial results. The full text of the press release is set forth in Exhibit 99.1 attached
hereto and is incorporated in this Report as if fully set forth herein.
The information contained in Item 2.02 of this Current Report on Form 8-K, including the Exhibit
99.1 attached hereto and incorporated herein, shall not be deemed filed for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that Section, and shall not be incorporated by reference into any
registration statement pursuant to the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers.
On March 1, 2010, the Companys Directors elected Andrew C. Stephens and Trevor DSouza as
directors, pursuant to the Companys Agreement with LaunchEquity summarized in Item 1.01 of this
Current Report on Form 8-K, and effective upon execution of the Agreement. Mr. DSouza has been
appointed to serve on the Audit Committee and Governance Committee beginning March 15, 2010.
Neither Mr. Stephens, nor Mr. DSouza has been a party to, nor has either of them had a direct or
indirect material interest in, any transaction with the Company of the type required to be
disclosed by Item 404(a) of Regulation S-K during its current or preceding fiscal year, nor is
there any such transaction currently proposed.
In connection with their service as non-employee directors, each of the new directors will receive
cash compensation pursuant to the Companys standard Board Compensation Plan, but, as
representatives of 5% or greater shareholders will not be eligible to receive equity compensation.
A copy of the press release announcing the election of Mr. Stephens and Mr. DSouza is attached as
Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial statements: None. | |
(b) | Pro forma financial information: None. | |
(c) | Shell company transactions: None. | |
(d) | Exhibits: |
10.1 | Agreement dated March 2, 2010 among MakeMusic, Inc., LaunchEquity Partners, LLC and LaunchEquity Acquisition Partners, LLC Designated Series Education Partners. | ||
99.1 | Press Release dated March 3, 2010. | ||
99.2 | Press Release dated March 3, 2010. |
SIGNATURE
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 3, 2010
MAKEMUSIC, INC. |
||||
/s/ Karen L. VanDerBosch | ||||
Karen L. VanDerBosch | ||||
Chief Financial Officer | ||||
EXHIBIT INDEX
MakeMusic, Inc.
Form 8-K Current Report
Form 8-K Current Report
Exhibit | ||
Number | Description | |
10.1
|
Agreement dated March 2, 2010 among MakeMusic, Inc., LaunchEquity Partners, LLC and LaunchEquity Acquisition Partners, LLC Designated Series Education Partners. | |
99.1
|
Press Release dated March 3, 2010. | |
99.2
|
Press Release dated March 3, 2010. |