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CIDM > SEC Filings for CIDM > Form 8-K on 28-Jun-2013All Recent SEC Filings

Show all filings for CINEDIGM DIGITAL CINEMA CORP. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements an

Item 1.01 Entry into a Material Definitive Agreement

On June 26, 2013, Cinedigm Digital Cinema Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Merriman Capital, Inc. and National Securities Corporation (together, the "Underwriters") pursuant to which the Underwriters agreed to act as underwriters of 3,780,718 shares of the Company's Class A common stock being offered. The securities are being offered by the Company pursuant to a shelf registration statement on Form S-3 declared effective by the Securities and Exchange Commission on April 9, 2012 (File No. 333-179970) and an applicable prospectus supplement (the "Offering"). Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein (i) the Underwriters will offer such securities to the public at the public offering price of $1.38 and (ii) the Company agreed to sell these securities to the Underwriters at a purchase price equal to $1.2834 per share, representing a per security discount equal to 7 percent of the public offering price per security. At the Underwriters' discretion, the Underwriters have a 45 day option to buy up to an additional 567,108 shares from the Company at the public offering price less the underwriting discount and commission to cover these sales. The Company also agreed to bear the expenses of the Offering. The Underwriting Agreement contains customary representations and warranties and covenants as are customary for transactions of this type and nature. The Company anticipates that the closing of this offering will take place on or before July 1, 2013.

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the Underwriters or such other indemnified parties may be required to make in respect of any such liabilities.

The opinion of Kelley Drye & Warren LLP regarding the validity of the shares sold in the Offering is attached hereto as Exhibit 5.1.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to and incorporates herein by reference the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1.

On June 25, 2013, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1.

On June 26, 2013, the Company issued a press release announcing the pricing of the Offering, a copy of which is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

Exhibit No.      Description
1.1              Underwriting Agreement, dated as of June 26, 2013, between the
                 Company, Merriman Capital, Inc. and National Securities Corporation.
5.1              Opinion of Kelley Drye & Warren LLP.
99.1             Press Release dated June 25, 2013 announcing the Offering.
99.2             Press Release dated June 26, 2013 announcing the pricing of the

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