Attached files
| file | filename |
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| EX-1.1 - EX-1.1 - Digital Generation, Inc. | a11-25200_1ex1d1.htm |
| EX-99.1 - EX-99.1 - Digital Generation, Inc. | a11-25200_1ex99d1.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): August 30, 2011
DG FASTCHANNEL, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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0-27644 |
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94-3140772 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
750 West John Carpenter Freeway, Suite 700
Irving, Texas 75039
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 581-2000
(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:
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))
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Item 1.01 |
Entry into a Material Definitive Agreement |
On August 30, 2011, DG FastChannel, Inc. (“DG”), announced that it has entered into a Purchase Agreement (the “Agreement”) with Limelight Networks, Inc. to acquire EyeWonder, LLC, and chors GmbH, video and rich media advertising companies, for $66 million in cash, subject to certain adjustments. The consummation of the acquisition is not subject to regulatory approvals and closed on September 1, 2011.
DG issued a press release on August 30, 2011 announcing the transaction contemplated by the Agreement. Both the Agreement and press release are filed as exhibits hereto. The above summary of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.
Item 9.01 Exhibits
(d) Exhibits
1.1 Purchase Agreement dated as of August 30, 2011 by and among DG FastChannel, Inc., Limelight Networks, Inc. and Limelight Networks Germany GmbH
99.1 Press release dated August 30, 2011
SIGNATURE
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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Date: September 2, 2011 |
DG FASTCHANNEL, INC. | |
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By: |
/s/ Omar A. Choucair |
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Name: |
Omar A. Choucair |
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Title: |
Chief Financial Officer |