8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)        January 16, 2007

MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-26886	13-4148725
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

Kensington Centre, 66 Hammersmith Road, London, United Kingdom	W14 8UD
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code       011-44-20-7605-7950

(Former name or former address, if changed since last report.)

Medicsight, Inc.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On January 16, 2007, the Company filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware in order to effect a merger under Section 253 of the General Corporation Law of Delaware (the “GCL”) of the Company (then named “Medicsight, Inc.”) with its wholly-owned subsidiary, MGT Capital Investments, Inc.  The merger became effective on January 17, 2007.  The Company was the surviving corporation in the merger.  Shareholder approval of the merger was not required by Section 253 of the GCL.  Upon completion of the merger, the Company’s name changed to “MGT Capital Investments, Inc.”, and the Company’s Certificate of Incorporation was amended to reflect this name change.

In connection with its name change, the Company received a new CUSIP number, 55302P103.  The Company’s trading symbol remains MGT.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits.

1Certificate of Ownership and Merger merging MGT Capital Investments, Inc. into Medicsight, Inc.

2Composite Certificate of Incorporation, as amended and currently in effect.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MGT CAPITAL INVESTMENTS, INC.
	By:	/s/ TIM PATERSON-BROWN
		Tim Paterson-Brown
		Chief Executive Officer
Date:  January 19, 2007

EX-1

Exhibit 1

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

MGT CAPITAL INVESTMENTS, INC.

INTO

MEDICSIGHT, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

MEDICSIGHT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST:  That the Corporation owns all of the outstanding shares of the only class of stock of MGT Capital Investments, Inc., a Delaware corporation (“Merger Sub”).

SECOND:  That the Corporation, by the following resolutions unanimously adopted by the Board of Directors of the Corporation on January 16, 2007 determined to merge Merger Sub into the Corporation (the “Merger”).

RESOLVED, that Merger Sub be merged into the Corporation and that, upon the effectiveness of the Merger, the Corporation shall assume all of the liabilities and obligations of Merger Sub.

RESOLVED, that the Merger shall become effective upon the filing of a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware or at such later time set forth therein.

RESOLVED, that, upon effectiveness of the Merger, Article FIRST of the Certificate of Incorporation of the Corporation, as heretofore amended, shall be amended to read as follows:  “Article FIRST: The name of the corporation is MGT Capital Investments, Inc.”

RESOLVED, that the proper officers of the Corporation be, and they hereby are, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to the Merger and to change the name of the Corporation, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State of the State of Delaware and to do all acts and things whatsoever, whether within or without the State of Delaware, that may be necessary or proper to effect the Merger and change of name.

THIRD:  This Certificate of Ownership and Merger shall become effective at 12:01 a.m., E.S.T. on January 17, 2007.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by a duly authorised officer on this 16th day of January, 2007.

MEDICSIGHT, INC.
By:	/s/ STEPHEN FORSYTH
Stephen Forsyth
Chairman of the Board of Directors

EX-2

Exhibit 2

COMPOSITE CERTIFICATE OF INCORPORATION

OF

MGT CAPITAL INVESTMENTS, INC.

____________________________________________________________

Under Section 102 of the General Corporation Law of the State of Delaware

____________________________________________________________

FIRST:                    The name of the corporation is MGT CAPITAL INVESTMENTS, INC.

SECOND:               The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD:                  The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH:              The Corporation shall have authority to issue a total of Seventy Five Million (75,000,000) shares of Common Stock, par value $.001 per share.

FIFTH:                   The name and mailing address of the sole incorporator are: Dawn Sprauve, Salans Hertzfeld Heilbronn Christy & Viener, 620 Fifth Avenue, New York, New York 10020.

SIXTH:                   In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is authorized to adopt, amend or repeal the By-Laws of the Corporation.

SEVENTH:             Election of directors of the Corporation need not be by ballot unless the By-Laws so require.

EIGHTH:                Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of section 279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

NINTH:                  To the fullest extent that the General Corporation Law of the State of Delaware as it exists on the date hereof or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  No amendment to this Certificate of Incorporation, directly or indirectly by merger, consolidation or otherwise, having the effect of amending or repealing any of the provisions of this ARTICLE NINTH shall apply to, or have any effect on the liability or alleged liability of, any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal, unless such amendment shall have the effect of further limiting or eliminating such liability.

TENTH:                 The Corporation reserves the right to amend, alter or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights of stockholders herein are subject to this reservation.

ELEVENTH:          The Corporation shall not be subject to the provisions of Section 203 of Title 8 of the Delaware Code regarding business combinations with interested stockholders.