Attached files
| file | filename |
|---|---|
| EX-99.1 - Protagenic Therapeutics, Inc.\new | v204796_ex99-1.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): December 1, 2010
ATRINSIC,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-12555
|
06-1390025
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
469
7th
Avenue, 10th Floor,
New York, NY 10018
(Address
of Principal Executive Offices/Zip Code)
(212)
716-1977
(Registrant’s
telephone number, including area code)
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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
þ
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Submission
of Matters to a Vote of Security
Holders.
|
Atrinsic,
Inc. (the “Company”) held its annual meeting of stockholders on December 1, 2010
(the “Annual Meeting”). At the Annual Meeting, 18,731,165 shares were
represented in person or by proxy, representing approximately 69% of the
Company’s outstanding shares. At the Annual Meeting, the Company’s
stockholders voted to approved an
amendment to the
Company’s Restated
Certificate of Incorporation, as amended, to implement a reverse stock split of
the shares of the Company’s common stock at a ratio to be
established by the
Company’s Board of
Directors, in its discretion, of between 1-for-1.5 and
1-for-4, by the
following vote:
|
Number of
Votes For
|
Number of
Votes
Against
|
Number of
Votes
Abstaining
|
Number of
Broker
Non- Votes
|
|
17,607,693
|
603,694
|
519,775
|
0
|
At the
2010 Annual Meeting, the Company’s stockholders also voted to ratify the
selection of KPMG, LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2010 by the following
vote:
|
Number of
Votes For
|
Number of
Votes
Against
|
Number of
Votes
Abstaining
|
Number of
Broker
Non- Votes
|
|
18,554,983
|
111,441
|
64,739
|
0
|
|
Item
8.01.
|
Other
Events
|
On December 2, 2010, the Company
effected a 1-for-4 reverse stock split of its
common stock, effective at 4:30 pm eastern time. Trading of Atrinsic’s common stock on
the Nasdaq Global Market on a split-adjusted basis began at the open of trading on December 3,
2010.
The reverse stock split is intended to
enable the per share trading price of Atrinsic's common stock to satisfy the
minimum bid price requirement for continued listing set forth in NASDAQ
Marketplace Rule 5550(a)(2). As previously announced, Atrinsic has until
December 20, 2010 to regain compliance with the minimum bid price requirement.
To regain compliance, the closing bid price of Atrinsic's common stock must meet
or exceed $1.00 for at least ten consecutive trading days prior to December 20,
2010.
As a result of the reverse stock split,
every four shares of Atrinsic has been combined into one share of common
stock. Immediately after the December 2, 2010 effective date, Atrinsic will have
approximately 6,269,328 shares issued and outstanding
(excluding treasury stock).
Fractional shares resulting from the
reverse stock split will be canceled and the stockholders otherwise entitled to
fractional shares will receive a cash payment in an amount equal to the product
obtained by multiplying (i) the closing sale price of the Company’s common stock on December 2, 2010, which
was $0.42 by (ii) the number of shares of the Company’s common stock held by the stockholder
that would otherwise have been exchanged for the fractional share
interest.
Atrinsic’s shares will continue to trade
on the Nasdaq Global Market under the symbol "ATRN" with the letter "D" appended
to the trading symbol until January 3, 2011 to indicate that the reverse stock
split has occurred.
Letters of transmittal are expected to
be sent to stockholders of record shortly after the effective date of the
reverse stock split. Additional information about the reverse stock split is
contained in Atrinsic's proxy statement for the Annual Meeting of Stockholders
held on December 1, 2010, which was filed with the SEC on October 25,
2010.
On
December 2, 2010, the Company issued a press release announcing the
effectiveness of the reverse split. The foregoing release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
|
Item
9.01.
|
Financial
Statements and Exhibits
|
|
(d)
|
Exhibits.
|
| The following exhibit is filed herewith: |
|
Exhibit
Number
|
Description
|
|
|
99.1
|
Press
release issued by Atrinsic, Inc., dated December 2,
2010.
|
Additional Information About
the Proposed Transaction and Where You Can Find It
This
document may be deemed to be solicitation material in respect of the proposed
acquisition by Atrinsic of all of the assets of Brilliant Digital Entertainment,
Inc. (“BDE”) that relate to BDE’s Kazaa subscription based music service
business. In connection with the proposed transaction, a proxy statement will be
filed by Atrinsic with the SEC. STOCKHOLDERS OF ATRINSIC ARE ENCOURAGED TO READ
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ASSET ACQUISITION.
The final proxy statement will be mailed to stockholders of Atrinsic. Investors
and security holders will be able to obtain the documents free of charge at the
SEC’s website, www.sec.gov, or from Atrinsic, at Atrinsic, Inc., Attention:
Investor Relations, 469 7th Avenue,
10th
Floor, New York, NY, 10018.
Atrinsic
and its directors and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding the identity of the persons who
may, under SEC rules, be deemed to be “participants” in the solicitation of
proxies, and a description of their direct and indirect interests in the
solicitation, by security holdings or otherwise, will be contained in the Proxy
Statement and other relevant materials to be filed with the SEC when they become
available.
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.
| Atrinsic, Inc. | |||
|
Date:
December 7, 2010
|
By:
|
/s/ Thomas Plotts
|
|
|
Thomas
Plotts
|
|||
|
Chief
Financial Officer
|
|||