Attached files
| file | filename |
|---|---|
| EX-5.1 - PIKSEL, INC. | v203383_ex5-1.htm |
| EX-1.1 - PIKSEL, INC. | v203383_ex1-1.htm |
| EX-23.2 - PIKSEL, INC. | v203383_ex23-2.htm |
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): November 19,
2010
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.)
|
|
|
168
Fifth Avenue, Suite 302
|
10010
|
|
New
York, New York
(Address of principal executive
offices)
|
(Zip
Code)
|
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
CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17
CFR240.13e-4(c)).
|
CURRENT
REPORT ON FORM 8-K
|
|
KIT
digital, Inc.
|
|
November
19, 2010
|
|
Item
1.01.
|
Entry
into a Material Definitive
Agreement.
|
|
|
|
On
October 22, 2010, the U.S. Securities and Exchange Commission (the “Commission”)
declared effective the registration statement on Form S-3 (File
No. 333-169918) of KIT digital, Inc. (the “Company”) filed on October 13,
2010, with the Commission (the “Registration Statement”). The Registration
Statement permits the Company to issue, in one or more offerings, shares of
common stock at an aggregate offering price not to exceed
$250,000,000.
On
November 19, 2010, the Company entered into an underwriting agreement (the
“Underwriting Agreement”) with Roth Capital Partners, LLC acting as the
representative of the several underwriters. Pursuant to the terms and
conditions of the Underwriting Agreement, the Company agreed to sell 8,000,000
shares of its common stock, par value $0.0001 per share (the “Underwritten
Shares”) at a price to the public of $12.00 per share. Pursuant to the
Underwriting Agreement, the Company granted the underwriters an option to
purchase up to an additional 1,200,000 shares of its common stock (together with
the Underwritten Shares, the “Shares”) within 30 days after the date of the
Underwriting Agreement to cover over-allotments, if any. The Company
expects to receive approximately $88,300,000 in net proceeds from the offering
after underwriting fees and offering expenses, or approximately $101,800,000 if
the underwriters’ over-allotment option is exercised in full. The
offering is scheduled to close on or about November 24, 2010, subject to
customary closing conditions.
The
offering is being made pursuant to the Registration Statement and the prospectus
included in the Registration Statement, as supplemented by the prospectus
supplement dated November 19, 2010 (the “Prospectus Supplement”), relating to
the Shares. The Prospectus Supplement was filed with the Commission
pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended
(the “Securities Act”), on November 19, 2010.
The
Underwriting Agreement contains customary representations, warranties and
covenants by the Company. It also provides for customary indemnification
by each of the Company and the underwriters for losses or damages arising out of
or in connection with the sale of the Shares. In addition, pursuant
to the terms of the Underwriting Agreement, each director and executive officer
and certain significant stockholders of the Company have entered into agreements
with the representatives of the underwriters not to sell, transfer or otherwise
dispose of securities of the Company during the 90-day period following the
offering, subject to extension in certain circumstances.
The
foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1
and is incorporated by reference into this Item 1.01. A copy of the
opinion of Greenberg Traurig, LLP, as legal counsel to the Company, relating to
the legality of the issuance and sale of the Shares in the offering is attached
hereto as Exhibit 5.1.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
|
1.1
|
Underwriting Agreement dated
November 19,
2010.
|
|
|
5.1
|
Opinion
of Greenberg Traurig, LLP.
|
|
|
23.1
|
Consent
of Greenberg Traurig, LLP (contained in legal opinion filed herewith as
Exhibit 5.1).
|
|
|
23.2
|
Consent
of Bennett Thrasher, PC, independent
auditors.
|
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. | |||
|
Date:
November 19, 2010
|
By:
|
/s/ Kaleil Isaza Tuzman | |
|
Kaleil
Isaza Tuzman
|
|||
| Chairman and Chief Executive Officer | |||