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EX-99.1 - EX-99.1 - REMARK HOLDINGS, INC.mark-20120630ex991775da5.htm
EX-99.2 - EX-99.2 - REMARK HOLDINGS, INC.mark-20120630ex9922ee8ab.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 13, 2012 (August  9, 2012)

 

 

Remark Media, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

001-33720

33-1135689

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer ID Number)

 

 

Six Concourse Parkway, Suite 1500, Atlanta, Georgia 30328

(Address of principal executive offices)                                                                                                           

(Zip Code)

 

 

 

Registrant’s telephone number, including area code

(770) 821-6670

 

 

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:

 

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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))

 

 

 

 

 

 

 

 


 

 


 

Item 2.02.                      Results of Operations and Financial Condition.

 

On August 9, 2012,  Remark Media, Inc. issued a press release announcing its financial and operating results for the second quarter ended June 30, 2012.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

 

 

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 7.01.                      Regulation FD Disclosure.

 

On August 10, 2012, the Company held a conference call and posted the transcript of the call on its website at www.remarkmedia.com.  A copy of the transcript is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

The information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

 

 

Item 9.01.                      Financial Statements and Exhibits.

 

(d)            Exhibits

 

Exhibit No.        Description of Exhibit                     

 

99.1          Press Release issued by Remark Media, Inc. dated August 9, 2012

 

99.2          Transcript of Remark Media, Inc. conference call held on August 10, 2012

 

 

 

 


 

 

 

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.

 

 

 

 

 

 

 

   

Remark Media, Inc.

   

   

   

Date: August 13, 2012

By:

/s/ Bradley T. Zimmer

   

   

Name:  Bradley T. Zimmer 

   

   

Title:    Chief Operating Officer & General Counsel