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EX-99.1 - PIKSEL, INC. | v181904_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________________________
FORM
8-K
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
___________________________________________________________________
Date of
report (Date of earliest event reported): September 30,
2009
KIT
digital, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-34437
|
11-3447894
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
of
incorporation)
|
Identification
No.)
|
205
Hudson Street, Suite 802
|
10013
|
New
York, New York
|
(Zip
Code)
|
(Address
of principal executive offices)
|
Registrant's
telephone number, including area code: +1 (212) 661-4111
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))
|
CURRENT
REPORT ON FORM 8-K/A
KIT
digital, Inc.
September
30, 2009
Explanatory
Note
On
October 6, 2009, KIT digital, Inc., a Delaware corporation (“KIT digital” or the
“Company”), filed a Current Report on Form 8-K (the “October 8-K”) to report
that the Company entered into a definitive Agreement and Plan of Merger (the
“Merger Agreement”) on September 30, 2009 with KIT Acquisition Corporation, a
Delaware corporation and wholly-owned subsidiary of KIT digital, The FeedRoom,
Inc., a Delaware corporation (“FeedRoom”), and certain stockholders of
FeedRoom. Under the Merger Agreement, KIT Acquisition Corporation
merged with and into FeedRoom and, as a result of such merger, KIT digital
became the sole stockholder of FeedRoom as of the effective merger date of
October 1, 2009.
On
December 22, 2009, KIT digital filed Amendment No. 1 to the October 8-K to
include the financial statements and pro forma financial information required by
parts (a) and (b) of Item 9.01 of Form 8-K through September 30,
2009.
This
amendment is being filed to amend and supplement Item 9.01 of the October 8-K to
include the pro forma financial information required by part (b) of Item 9.01 of
Form 8-K
through December 31, 2009.
Item
9.01
|
Financial
Statements and Exhibits.
|
(b) Pro Forma Financial
Information
The
following unaudited pro forma financial statements (and accompanying notes) are
furnished as Exhibit 99.1:
|
·
|
Unaudited
pro forma condensed combined statement of operations for the year ended
December 31, 2009; and
|
|
·
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Notes
to unaudited pro forma condensed combined statement of
operations.
|
(d) Exhibits
Exhibit
No.
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Description
|
99.1
|
Unaudited
condensed combined pro forma statement of operations for the year ended
December 31, 2009, for KIT digital and FeedRoom
combined.
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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.
KIT
digital, Inc.
|
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Date:
April 22, 2010
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By:
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/s/ Robin Smyth
|
|
Robin
Smyth
|
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Chief
Financial Officer
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