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RMGN > SEC Filings for RMGN > Form 8-K on 1-Apr-2014All Recent SEC Filings

Show all filings for RMG NETWORKS HOLDING CORP



Submission of Matters to a Vote of Security Holders, Other Events, Fina

Item 5.07. Submission of Maters to a Vote of Security Holders.

As previously disclosed in the definitive consent solicitation materials filed by RMG Networks Holding Corporation (the "Company") on February 18, 2014, in connection with the Company's offer to each of the holders of its outstanding warrants to receive one share of the Company's common stock in exchange for every eight outstanding warrants of the Company tendered by the holder (the "Exchange Offer"), the Company solicited consents from holders of the warrants that were issued by the Company in connection with its April 2011 public offering of units (the "Public Warrants") to amend (the "Warrant Amendment") the warrant agreement that governs the Company's outstanding warrants to permit the Company to require that all outstanding Public Warrants be converted into shares of the Company's common stock, at the same eight-to-one ratio applicable to the Exchange Offer. No meeting of the Company's holders of Public Warrants was held.

The Exchange Offer and consent solicitation expired at 11:59 p.m. Eastern Time on March 26, 2014. A total of 3,417,348 Public Warrants, or approximately 43% of the 8,000,000 outstanding Public Warrants, were properly tendered and not withdrawn in the Exchange Offer, and were therefore deemed to have consented to the Warrant Amendment. Because consents were received from holders of fewer than 65% of the Company's outstanding Public Warrants, the Warrant Amendment was not approved.

Item 8.01. Other Events.

On March 27, 2014, the Company issued a press release announcing the results of the Exchange Offer and consent solicitation. A copy of the press release is attached to this report as Exhibit 99.1 and shall not be deemed incorporated by reference into any of the Company's registration statements or other filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.



Exhibit No.   Description
   99.1       Press release issued March 27, 2014 (incorporated by reference to an
              Exhibit to Amendment No. 4 to the Company's Schedule TO, filed on
              March 27, 2014).

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