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CIDM > SEC Filings for CIDM > Form 8-K on 21-Mar-2014All Recent SEC Filings

Show all filings for CINEDIGM CORP.



Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry into a Material Definitive Agreement

On March 20, 2014, Cinedigm Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Piper Jaffray & Co.( the "Underwriter"), pursuant to which the Underwriter agreed to act as underwriter in a public offering of 10,200,000 shares (the "Shares") of the Company's Class A Common Stock. The Shares are being offered by the Company pursuant to a shelf registration statement on Form S-3 which was declared effective by the Securities and Exchange Commission on March 13, 2014 (File No. 333-194088) and an applicable prospectus supplement (the "Offering"). At the Underwriter's discretion, the Underwriter has a 30 day option to buy up to an additional 1,530,000 shares from the Company at the same price. The Company has agreed to be responsible for its expenses in connection with the Offering and to reimburse the Underwriter for up to $150,000 of its expenses. The Underwriting Agreement contains representations and warranties and covenants relating to the Offering.

Pursuant to the Underwriting Agreement, the Company agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the Underwriter 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 March 19, 2014, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1.

On March 20, 2014, 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

(c) Exhibits.

Exhibit No.   Description
1.1           Underwriting Agreement, dated as of March 20, 2014, between the
              Company and Piper Jaffray & Co.
5.1           Opinion of Kelley Drye & Warren LLP.
99.1          Press Release dated March 19, 2014 announcing the Offering.
99.2          Press Release dated March 20, 2014 announcing the pricing of the

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