Attached files
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): May 2,
2017
Spark Networks, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-32750
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20-8901733
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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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11150 Santa Monica Boulevard, Suite 600
Los Angeles, California
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90025
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code:
(310) 893-0550
Not Applicable
(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 Instructions
A.2. below):
☒
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in as defined in Rule 405 of the Securities Act of 1933
(§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this
chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. ☐
Item 7.01
Regulation FD Disclosure
On May 2, 2017, Spark Networks, Inc. (the “Company”)
and Affinitas GmbH (“Affinitas”) issued a joint press
release announcing the entry into an Agreement and Plan of Merger
(the “Merger Agreement”) by and among the Company,
Affinitas, Blitz 17-655 SE, a European stock corporation
(“New Parent”), and Chardonnay Merger Sub, Inc. A copy
of the press release is furnished hereto as Exhibit 99.1 and is
incorporated herein by reference.
Item 8.01.
Other Events
Customer
Q&A that the Company will use in connection with the Company in
response to questions from customers related to the Merger
Agreement is attached hereto as Exhibit 99.2. and incorporated
herein by reference.
Forward-Looking Statements
This
Form 8-K contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors
that may cause the Company’s or Affinitas’ or the New
Parent’s performance or achievements to be materially
different from those of any expected future results, performance,
or achievements. Forward-looking statements speak only as of the
date they are made, and neither the Company nor Affinitas assumes
any duty to update forward-looking statements. We caution readers
that a number of important factors could cause actual results to
differ materially from those expressed in, or implied or projected
by, such forward-looking statements. Such forward-looking
statements include, but are not limited to, statements about the
benefits of the business combination to the existing brand
portfolio, statements about the New Parent’s plans,
objectives, expectations and intentions and other statements that
are not historical facts. The following factors, among others,
could cause actual results to differ from those set forth in the
forward-looking statements: (i) the possibility that the merger
does not close when expected or at all because required shareholder
or other approvals and other conditions to closing are not received
or satisfied on a timely basis or at all. (ii) changes in the
Company’s share price before closing, including as a result
of the financial performance of Affinitas prior to closing, or more
generally due to broader stock market movements, and the
performance of peer group companies. (iii) the risk that the
benefits from the transaction may not be fully realized or may take
longer to realize than expected, including as a result of changes
in general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations and their enforcement,
and the degree of competition in the geographic and business areas
in which the Company and Affinitas operate. (iv) the ability to
promptly and effectively integrate the businesses of the Company
and Affinitas. (v) the reaction to the transaction of the
companies’ customers, employees and counterparties. (vi)
diversion of management time on merger-related issues. (vii)
lower-than-expected revenues, credit quality deterioration or a
reduction in net earnings. and (viii) other risks that are
described in the Company’s public filings with the SEC. For
more information, see the risk factors described in the
Company’s Annual Reports on Form 10-K, Quarterly Reports on
Form 10-Q and other filings with the SEC.
How to Find Further Information
This
communication does not constitute an offer to sell or a
solicitation of an offer to sell or a solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law. This communication is being made in respect of
the proposed business combination transaction between the Company
and Affinitas. The proposed transaction will be submitted to the
shareholders of the Company for their consideration. In connection
with the merger, the New Parent will file with the SEC a
registration statement on Form F-4 that will include the proxy
statement of the Company that also constitutes a prospectus of the
Company. After the registration statement has been declared
effective by the SEC, a definitive proxy statement/prospectus will
be mailed to each stockholder of the Company entitled to vote at
the Stockholder Meeting. INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS RELATING TO THE
TRANSACTION FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may obtain
copies of the proxy statement/prospectus (when available) and all
other documents filed with the SEC regarding the proposed
transaction, free of charge, at the SECís website
(http://www.sec.gov). Investors may also obtain these documents,
free of charge, from the Companyís website (www.spark.net) under the link
“Investor Relations” and then under the tab “SEC
Filings” or by directing request to investor@spark.net.
Participants in Solicitation
The
Company and its directors, executive officers and other members of
management and employees may be deemed to be
“participants” in the solicitation of proxies from the
Company’s stockholders in connection with the proposed
transaction. Information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
Company’s stockholders in connection with the proposed
transaction and a description of their direct and indirect
interest, by security holdings or otherwise, will be set forth in
the proxy statement/prospectus filed with the SEC in connection
with the proposed transaction. You can find information about the
Company’s executive officers and directors in its definitive
proxy statement filed with the SEC on March 31, 2017 and in its
Annual Report on Form 10-K filed with the SEC on March 22, 2017.
You can also obtain free copies of these documents from the Company
using the contact information above.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
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99.1
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Joint Press Release of Spark Networks, Inc. and Affinitas GmbH
dated May 2, 2017
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99.2
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Spark Networks, Inc. Customer Q&A
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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.
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SPARK
NETWORKS, INC.
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Date:
May 2, 2017
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By:
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/s/
Robert W. O’Hare
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Name:
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Robert
W. O’Hare
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Title:
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Chief
Financial Officer
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Exhibit Index
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99.1
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Joint Press Release of Spark Networks, Inc. and Affinitas GmbH
dated May 2, 2017
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99.2
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Spark Networks, Inc. Customer Q&A
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