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
Date
of report (Date of earliest event reported) February 4, 2011 (January 31,
2011)
MGT
Capital Investments, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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0-26886
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13-4148725
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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Kensington
Centre, 66 Hammersmith Road,
London,
United Kingdom, W14 8UD
(Address of principal
executive offices, including zip code)
011-44-20-7605-1151
(Registrant’s
Telephone Number, Including Area Code)
(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 (
see General Instruction A.2. below):
¨
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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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Item
1.01 Entry into a Material Definitive Agreement
On
January 31, 2011, MGT Capital Investments, Inc. (the “Company”) entered
into a Sale and Purchase Agreement (the “Purchase Agreement”) with
Committed Capital Nominees Limited (“Committed”). Pursuant to the Purchase
Agreement, Committed has agreed to purchase from the Company and the
Company has agreed to sell to Committed (i) 9,607,843 shares of Moneygate
Group Limited (“Moneygate”) for consideration of £96 ($154); and (ii) to
novate the benefit of a Facility Agreement dated November 18, 2010 between
the Company and Moneygate and Debenture dated November 18, 2010 between
the Company and Moneygate for consideration of £249,904
($399,846).
The
Purchase Agreement is conditional upon the UK Financial Services Authority
having given its written consent to the change of control of Moneygate.
£50,000 ($80,000) consideration has been placed in Escrow pending
completion and the remaining funds will be paid on the change of control
being approved, which is anticipated to take place by March 31,
2011.
Prior
to the entry into the purchase agreement, there was no material
relationship between the Company and Committed.
Item
5.07 Submission of Matters to a Vote of Security
Holders
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The
regular annual meeting of the stockholders of the Company was held on February
2, 2011. At the meeting, the stockholders voted on four matters: (i)
the election of directors; (ii) the ratification of the appointment of an
independent registered public accounting firm; (iii) an advisory resolution on
executive compensation; and (iv) an advisory resolution on the frequency of
stockholders’ say on pay.
Proxies
for the meeting were solicited pursuant to Section 14(a) of the Securities
Exchange Act of 1934, as amended, and there was no solicitation in opposition to
management’s nominees for directors. All nominees for director listed below were
elected. The term of office for each director will be until the 2011 Annual
Meeting of stockholders and until their successors are elected and qualified or
until their earlier resignation or removal.
The final
results of the election of directors were as follows:
Name
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For
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Withheld
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|||
Robert
Ladd
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20,840,984
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13,680
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|||
Allan
Rowley
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20,844,776
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9,888
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|||
Neal
Wyman
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20,840,984
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13,680
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|||
Peter
Venton
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20,847,998
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6,666
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|||
Richard
Taney
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20,840,984
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13,680
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|||
In
addition, the stockholders ratified the appointment of EisnerAmper LLP as the
Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2010, by a vote of 24,155,579 for; 82,675 against; and
1,095,517 abstentions.
In
addition, the stockholders approved the advisory resolution on executive
compensation, by a vote of 19,601,970 for; 230,223 against; and 1,022,471
abstentions.
Lastly,
the stockholders approved an advisory resolution on the frequency of
stockholders’ say on pay as follows:
Number
of Shares Voted
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||||||
1
Year
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2
Years
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3
Years
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Abstain
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|||
41,980
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86,013
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18,703,567
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-
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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.
Dated:
February 4, 2011
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MGT
CAPITAL INVESTMENTS, INC.
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By:
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/s/ Allan Rowley | ||
Name:
Allan Rowley
Title:
Chief Executive Officer
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