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

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
DGIT > SEC Filings for DGIT > Form 8-K on 7-Feb-2014All Recent SEC Filings

Show all filings for DIGITAL GENERATION, INC.

Form 8-K for DIGITAL GENERATION, INC.


7-Feb-2014

Termination of a Material Definitive Agreement, Completion of Acquisitio


Item 1.02 Termination of a Material Definitive Agreement

On February 7, 2014, in connection with the spin-off and merger transaction, the Company terminated the Amended and Restated Credit Agreement among DG FastChannel, Inc., JPMorgan Chase Bank, N.A., as administrative agent, guarantors and lenders dated July 26, 2011 (as amended on March 8, 2013 to the Omnibus Amendment No. 1 to Amended and Restated Credit Agreement among Digital Generation, Inc., JP Morgan Chase Bank, N.A., as administrative agent, guarantors and lenders dated March 8, 2013).



Item 2.01 Completion of Acquisition or Disposition of
Assets

On February 7, 2014, pursuant to the terms of the Merger Agreement, Extreme Reach completed the acquisition of DG's television advertising business through the merger of Acquisition Sub with and into DG, with DG continuing after the merger as the surviving corporation and a wholly-owned subsidiary of Extreme Reach (the "Merger"). Under the terms of the Merger Agreement, (i) immediately prior to the effective time of the Merger, each issued and outstanding share of the Company's common stock, par value $0.001 per share, was partially redeemed by conversion into the right to receive one share of common stock of Sizmek Inc. ("Sizmek"), formerly The New Online Company, a new publicly-traded company and newly-formed subsidiary of the Company containing all of the assets and liabilities of the Company's online advertising business, for each share of the Company's common stock (the "per share redemption consideration"); and (ii) at the effective time of the Merger, each issued and outstanding share of the Company's common stock were canceled and converted automatically into the right to receive cash, without interest, in an amount equal to the pro rata portion of the aggregate merger consideration of $485 million, less the payoff and satisfaction of the Company's outstanding debt, equal to $3.00 in cash, without interest and less any applicable withholding tax, for each share of the Company's common stock (the "per share merger consideration").

All outstanding stock options and restricted stock units to purchase shares of the Company's common stock were cancelled and converted into the right to receive the per share redemption consideration and the per share merger consideration, less, in the case of stock options, the exercise price thereof, without interest.

Extreme Reach then acquired the remainder of the Company's business, the television advertising business, in a cash merger pursuant to which, at the effective time of the Merger, Acquisition Sub merged with and into the Company. The Company survives the Merger as a wholly-owned subsidiary of Extreme Reach.

The foregoing description of the spin-off and merger transaction and the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 13, 2013, and incorporated herein by reference.



Item 3.01 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing

On February 7, 2014, pursuant to the terms of the Merger Agreement and as a result of the Merger, all of the issued and outstanding capital stock of DG is owned by Extreme Reach.

In connection with the closing of the Merger, DG notified The Nasdaq Stock Market ("Nasdaq") that each issued and outstanding share of the Company's common stock was cancelled and converted into the right to receive one share of common stock of Sizmek and $3.00 in cash, without interest and less any applicable tax withholdings. We expect Nasdaq to file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities


Exchange Act of 1934 (as amended, the "Exchange Act") on Form 25 to delist the Company's common stock. Additionally, the Company intends to file with the SEC a certification on Form 15 under the Exchange Act requesting that the Company's common stock be deregistered and that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended.



Item 3.03 Material Modification to Rights of Security
Holders

The information set forth in Item 2.01 is incorporated by reference herein.

Effective upon the closing of the spin-off and merger transaction, the Company's stockholders immediately prior to the effective time ceased to have any rights as stockholders of the Company other than the right to receive the per share redemption and merger consideration.



Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the Merger, each of Scott K. Ginsburg, Neil H. Nguyen, C. H. Moore, John R. Harris, Jeffrey A. Rich, David M. Kantor, Melissa Fisher and Peter Markham voluntarily resigned from the Board of Directors of DG on February 7, 2014.

Pursuant to the Merger Agreement, upon the effective time of the Merger, the following directors became the members of the Board of Directors of the Company:
Michael Barach, Timothy Conley, Thomas MacIsaac, Word Peake, John Roland, James Quagliaroli and Jake Heller.

Immediately following the effective time of the Merger, the Board of Directors of DG appointed the following officers: John Roland (President and Chief Executive Officer), Timothy Conley (Vice President, Treasurer and Secretary) and Nancy Lazaros (Chief Financial Officer).



Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year

Effective upon the closing of the Merger, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety. The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.



Item 7.01 Regulation FD Disclosure

On February 7, 2014, the Company issued a press release announcing the completion of the spin-off and merger transaction and related events. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.



Item 8.01 Other Events

In light of the completion the spin-off and merger transaction, the Company's Annual Meeting of Stockholders, originally scheduled to be held in 2014, will not be held.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit                           Description of Exhibit
    2.1   Agreement and Plan of Merger, dated as of August 12, 2013, by and among
          Extreme Reach, Inc., Dawn Blackhawk Acquisition Corp. and Digital
          Generation, Inc. (incorporated by reference to Exhibit 2.1 of DG's
          Current Report on Form 8-K filed with the SEC on August 13, 2013).


3.1 Amended and Restated Certificate of Incorporation of Digital Generation, Inc.
3.2 Amended and Restated Bylaws of Digital Generation, Inc.
99.1 Press Release, dated February 7, 2014.


  Add DGIT to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for DGIT - All Recent SEC Filings
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.