Attached files
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| EX-2.1 - PIKSEL, INC. | v209479_ex2-1.htm |
| EX-99.1 - PIKSEL, INC. | v209479_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): January 25,
2011
KIT
DIGITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-34437
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11-3447894
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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168
Fifth Avenue, Suite 302
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10010
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New York, New York
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(Zip
Code)
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(Address
of principal executive offices)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR
240.13e-4(c))
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CURRENT
REPORT ON FORM 8-K
KIT
digital, Inc.
Item
2.01. Completion of Acquisition
or Disposition of Assets.
KickApps
Acquisition
On
January 28, 2011, KIT digital, Inc. acquired 100% ownership of KickApps
Corporation, a Delaware corporation (“KickApps”), through a merger of a
wholly-owned subsidiary of KIT digital with and into KickApps. KickApps,
headquarted in New York City, is a leading provider of solutions that enable the
creation and management of next generation video-based Web experiences. Its
solutions consist of a suite of hosted social and media applications and
services that drives deeper relationships with customers, and which are used by
some of the world’s largest brands to grow and engage online
audiences.
Under the
Merger Agreement, at the closing of the transaction, KickApps stockholders
received 3,010,294 shares of KIT digital’s common stock. All vested
KickApps options not exercised prior to the merger were cashed-out, and KIT
digital will issue new options to KickApps employees with similar vesting
provisions. Holders of KickApps common stock receiving total consideration in
the merger of less than $7,500 do not receive any KIT digital common stock, but
are instead paid in cash.
KIT
digital will hold 528,507 shares of the merger consideration in escrow for a
period not to exceed 15 months following the merger to cover any warranty claims
related to undisclosed commercial or tax liabilities or litigation. KIT
digital's post-closing remedy for all claims will be limited to the escrowed
funds, although the preferred stockholders of KickApps have agreed to indemnify
KIT digital against certain liabilities up to the total value of the shares of
KIT digital common stock issued to them.
All KIT
digital common stock issued in exchange for KickApps preferred stock will be
subject to contractual restrictions on their transfer, with 60% of such stock
being released from this restriction on the first anniversary of the merger and
the balance on the second anniversary of the merger. In addition, certain
members of management of KickApps have agreed to be bound by the transfer
restriction with respect to the KIT digital common stock issued in exchange for
their KickApps common stock. The shares of KIT digital common stock
issued in this transaction are subject to certain demand Form S-3 and piggyback
registration rights after the transfer restriction has terminated.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated
herein by reference in its entirety.
The
shares of KIT digital common stock in the acquisition were issued in a
private placement transaction made in reliance upon an exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933, as
amended. The securities offered in the acquisition transaction have
not been registered under the Securities Act, and may not be offered or
sold in the United States absent registration or an applicable exemption from
registration requirements. KIT digital had no previous relationship
or association with KickApps or any of its stockholders. There are
presently no significant changes anticipated in the business or product lines of
either KIT digital or KickApps.
Item
2.02. Results of Operations and Financial
Condition.
Press
Release
On
January 31, 2011, KIT digital issued a press release reporting 2010 revenue and
operating EBITDA margin estimates for KIT digital and the newly-acquired
companies KickApps, Kewego and Kyte. A copy of the press release
issued on January 31, 2011 is attached as Exhibit 99.1 to this current report on
Form 8-K.
Item
3.02. Unregistered Sales of Equity
Securities.
Kyte
Acquisition
On
January 25, 2011, KIT digital, through a wholly-owned subsidiary, acquired
decentraltv Corporation, a Delaware corporation doing business as Kyte
(“Kyte”). Kyte, based in San Francisco, is a leading cloud-based
publishing platform that enables companies to deliver live and on-demand video
experiences to websites, mobile devices and connected TVs.
At the
closing of the acquisition, KIT digital paid $3,023,500 to the stockholders of
Kyte, $582,000 to third parties for expenses for which Kyte was responsible, and
issued for the benefit of the stockholders of Kyte 189,348 shares of its common
stock, of which 56,803 shares are to be held in escrow for a period of one year
to secure certain indemnification obligations of Kyte and its
stockholders. On the
one-year anniversary of the acquisition, KIT digital is obligated to pay up to
an additional $500,000 in cash and issue up to an additional $500,000 in KIT
digital common stock to former Kyte stockholders if specified financial
milestones are achieved by that business.
The
shares of KIT digital common stock in the acquisition were issued in a
private placement transaction made in reliance upon an exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended,
and are subject to a contractual restriction that holders of such stock may not
make any sale, any short sale of, loan, grant any option for the purchase of, or
otherwise assign, pledge, hypothecate or dispose of any such shares for a period
of six months following the acquisition, except as otherwise expressly consented
to by KIT digital. The securities offered in the acquisition
transaction have not been registered under the Securities Act, and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. For SEC reporting purposes,
the Kyte transaction did not involve the acquisition of a significant amount of
assets.
Kewego
Acquisition
On
January 26, 2011, KIT digital entered into a Stock Purchase Agreement with the
shareholders of Kewego S.A., a société anonyme organized under the laws of
France (“Kewego”), pursuant to which KIT digital purchased, on the same date,
all of the issued and outstanding shares of capital stock of Kewego. Kewego,
based in Paris, provides enterprises, media operators, and communication
agencies with professional IP-based, multi-screen video asset management
solutions for managing, broadcasting and monetizing videos on IP connected
devices, including PCs, mobile phones, iPads, connected TVs and gaming
consoles.
The
consideration for all of Kewego’s outstanding stock was €25,655,022, subject to
a customary post-closing adjustment for working capital and net
cash. The purchase price consisted of €8,750,149 in cash
and the issuance of 1,411,704 shares of KIT digital common stock. The
shares of KIT digital common stock were issued pursuant to an
exemption from registration under Regulation S promulgated under the Securities
Act of 1933, as amended.
The
shares of KIT digital common stock in the acquisition were issued in a private
placement transaction made in reliance upon exemptions from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended. The
securities offered in the acquisition transaction have not been registered under
the Securities Act, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. For SEC
reporting purposes, the Kewego transaction did not involve the acquisition of a
significant amount of assets.
KickApps Acquisition
The
information set forth above in Item 2.01 of this current report relating to
the issuance of KIT digital common stock to KickApps stockholders
is incorporated herein by this reference.
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Item
9.01. Financial Statements and
Exhibits.
(a) Financial Statements of
Businesses Acquired. In accordance with Item 9.01(a), the
financial statements of KickApps are not “significant” and therefore not
required to be filed pursuant to Item 3.05(b) of Regulation S-X.
(b) Pro Forma Financial
Information. In accordance with Item 9.01(b), the pro forma
financial information is not “significant” and therefore not required to be
filed pursuant to Article 11 of Regulation S-X.
(d) Exhibits. The
exhibits listed in the following Exhibit Index are filed as part of this current
report.
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger, dated as of January 28, 2011, by and among KIT
digital, Inc., DealApps Corporation, KickApps Corporation and, for certain
purposes, Steven J. Benson as Stockholder
Representative.
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99.1
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Press
Release of KIT digital, Inc. issued on January 31,
2011.
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4
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.
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KIT
DIGITAL, INC.
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Date:
January 31, 2011
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By:
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/s/ Kaleil Isaza Tuzman
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Kaleil
Isaza Tuzman
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Chairman
and Chief Executive
Officer
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