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RMGN > SEC Filings for RMGN > Form 8-K/A on 16-Apr-2013All Recent SEC Filings

Show all filings for SCG FINANCIAL ACQUISITION CORP. | Request a Trial to NEW EDGAR Online Pro

Form 8-K/A for SCG FINANCIAL ACQUISITION CORP.


16-Apr-2013

Financial Statements and Exhibits


Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited financial statements of RMG as of and for the fiscal years ended December 31, 2012 and December 31, 2011 contained in the Offer to Purchase were incorporated by reference into the Original Filing.

(b) Pro Forma Financial Information.

The information set forth in the Offer to Purchase under the captions "Selected Unaudited Condensed Combined Consolidated Pro Forma Financial Information" and "Unaudited Pro Forma Consolidated Financial Statements" were incorporated by reference into the Original Filing.

(d) Exhibits.

The following exhibits are filed herewith or incorporated by reference herein:

Exhibit No.                                 Description

    2.1       Agreement and Plan of Merger, dated as of January 11, 2013, by and among
              SCG Financial Acquisition Corp., SCG Financial Merger II Corp., Reach
              Media Group Holdings, Inc. and Shareholder Representative Services LLC,
              solely in its capacity as stockholder representative (1)

    2.2       Amendment No. 1 to Agreement and Plan of Merger, dated as of April 8,
              2013, and among SCG Financial Acquisition Corp., SCG Financial Merger II
              Corp., Reach Media Group Holdings, Inc. and Shareholder Representative
              Services LLC, solely in its capacity as stockholder representative (5)

    3.1       Amended and Restated Certificate of Incorporation, filed with the
              Secretary of State of the State of Delaware on April 12, 2011 (2)

    3.2       By-laws (3)

    4.1       Specimen Unit Certificate (3)

    4.2       Specimen common stock Certificate (3)

    4.3       Specimen Warrant Certificate (3)

    4.4       Warrant Agreement, dated April 12, 2011, by and between SCG Financial
              Acquisition Corp. and Continental Stock Transfer & Trust company (2)

   10.1       Promissory Note, dated January 28, 2011, issued to SCG Financial
              Holdings LLC (3)

   10.2       Form of Letter Agreement between the Registrant and SCG Financial
              Holdings LLC (3)


Exhibit No. Description

 10.3    Form of Letter Agreement between the Registrant and certain directors
         and officers of the Registrant (3)

 10.4    Investment Management Trust Agreement, dated April 12, 2011, by and
         between SCG Financial Acquisition Corp. and Continental Stock Transfer &
         Trust company (2)

 10.5    Administrative Services Agreement dated April 12, 2011 by and between
         SCG Financial Acquisition Corp. and Sachs Capital Group LP (2)

 10.6    Registration Rights Agreement, dated April 12, 2011, by and between SCG
         Financial Acquisition Corp. and SCG Financial Holdings LLC (2)

 10.7    Securities Purchase Agreement, dated January 28, 2011, between the
         Registrant SCG Financial Holdings LLC (3)

 10.8    Warrant Subscription Agreement, dated January 28, 2011, between the
         Registrant and SCG Financial Holdings LLC (3)

 10.9    Form of Indemnity Agreement (3)

10.10    Promissory Note, dated February 9, 2011, issued to SCG Financial
         Holdings LLC (3)



10.11    Amendment No. 1 to Warrant Subscription Agreement, dated March 4, 2011,
         between the Registrant and SCG Financial Holdings LLC(3)

10.12    Amendment No. 2 to the Warrant Subscription Agreement, dated April 12,
         2011, by and among SCG Financial Acquisition Corp. and SCG Financial
         Holdings LLC (2)

10.13    Letter Agreement dated April 12, 2011 by and among SCG Financial
         Acquisition Corp., SCG Financial Holdings LLC, Gregory H. Sachs and the
         members of SCG Financial Holdings LLC (3)

10.14    Underwriting Agreement, dated April 12, 2011, by and between SCG
         Financial Acquisition Corp. and Lazard Capital Markets LLC, as
         representative of the underwriters (2)

10.15    Equity Commitment Letter Agreement by and between SCG Financial
         Acquisition Corp. and 2012 DOOH Investments LLC (4)

10.16    Escrow Agreement, dated as of April 8, 2012, by and among SCG Financial
         Acquisition Corp., Wilmington Trust, N.A., and Shareholder
         Representative Services LLC *

10.17    Form of Lock-Up Agreement (5)

10.18    Registration Rights Agreement, dated April 8, 2013, by and among SCG and
         the former RMG stockholders part thereto (5)

10.19    Registration Rights Agreement, dated April 8, 2013, by and among SCG,
         Special Value Opportunities Fund, LLC, Special Value Expansion Fund, LLC
         and Tennenbaum Opportunities Partners V, LP (5)

 14.1    Code of Conduct (3)

 23.1    Consent of Frank, Rimerman + Co., LLP (5)

 23.2    Consent of Baker Tilly Virchow Krause, LLP (5)

 23.3    Consent of Rothstein Kass (5)


Exhibit No. Description

99.1 Press Release, dated April 8, 2013 (5)



(1) Incorporated by reference to the Current Report on Form 8-K filed by SCG on January 17, 2013.

(2) Incorporated by reference to the Current Report on Form 8-K filed by SCG on April 18, 2011.

(3) Incorporated by reference to the Registration Statement on Form S-1 filed by SCG on April 8, 2011.

(4) Incorporated by reference to the Current Report on Form 8-K filed by SCG on December 14, 2012.

(5) Filed as an exhibit to the Original 8-K.

* Filed herewith.


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