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DGIT > SEC Filings for DGIT > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for DIGITAL GENERATION, INC.



Results of Operations and Financial Condition, Financial Statements and

Item 2.02. Results of Operations and Financial Condition

On August 12, 2013, DG entered into a merger agreement with Extreme Reach and a wholly-owned subsidiary of Extreme Reach whereby the parties agreed to an integrated transaction, which results in the spin-off of The New Online Company, and the subsequent merger of DG into Extreme Reach.

At the time of the merger, DG's business will consist of the television business without any debt or working capital. Each issued and outstanding share of DG common stock will be cancelled and converted automatically into the right to receive a pro rata portion of the aggregate merger consideration of $485 million, less DG's outstanding indebtedness, which will be repaid in full upon the consummation of the merger.

The financial information required by Article 11 of Regulation S-X in connection with the anticipated spin-off of The New Online Company is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

In accordance with general instruction B.2 of Form 8-K, the information in this report (including exhibits) that is being furnished pursuant to Item 2.02 of Form 8-K shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Unaudited Pro Forma Financial Information as of and for the nine months ended September 30, 2013, and for the three years ended December 31, 2012.

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