Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
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

Form 8-K for CINEDIGM DIGITAL CINEMA CORP.


28-Jun-2013

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
                 Offering.


  Add CIDM to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for CIDM - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.