0001144204-11-039997.txt : 20110711 0001144204-11-039997.hdr.sgml : 20110711 20110711164552 ACCESSION NUMBER: 0001144204-11-039997 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20110708 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110711 DATE AS OF CHANGE: 20110711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133758042 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32698 FILM NUMBER: 11962132 BUSINESS ADDRESS: STREET 1: KENSINGTON CENTRE STREET 2: 66 HAMMERSMITH ROAD CITY: LONDON STATE: X0 ZIP: W14 8UD BUSINESS PHONE: 011 44 207 605 7950 MAIL ADDRESS: STREET 1: KENSINGTON CENTRE STREET 2: 66 HAMMERSMITH ROAD CITY: LONDON STATE: X0 ZIP: W14 8UD FORMER COMPANY: FORMER CONFORMED NAME: MEDICSIGHT INC DATE OF NAME CHANGE: 20021113 FORMER COMPANY: FORMER CONFORMED NAME: HTTP TECHNOLOGY INC DATE OF NAME CHANGE: 20001016 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET HOLDINGS INC DATE OF NAME CHANGE: 19980520 8-K 1 v228348_8-k.htm CURRENT REPORT Unassociated Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 11, 2011 (July 8, 2011)
 

 
  MGT Capital Investments, Inc.
 (Exact Name of Registrant as Specified in Its Charter)


 
Delaware
0-26886
13-4148725
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
Kensington Centre, 66 Hammersmith Road,
London, United Kingdom, W14 8UD
 (Address of principal executive offices, including zip code)

011-44-20-7605-1151
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)


 
 
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 (  see   General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


 
 

 
 
This Report on Form 8-K contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause the results of MGT Capital Investments, Inc. and its consolidated subsidiaries (the “Company”) to differ materially from those expressed or implied by such forward-looking statements.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, gross profit, expenses, earnings or losses from operations, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the rate of market development and acceptance of medical imaging technology; the execution of restructuring plans; any statement concerning developments, performance or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; the difficulty of aligning expense levels with revenue changes; and other risks that are described from time to time in the Company’s Securities and Exchange Commission reports filed after this report.  The Company assumes no obligation and does not intend to update these forward-looking statements, unless required by law or regulation.
 
 
Item 8.01. 
Other Events.
 
On July 8, 2011, The Company’s majority owned subsidiary Medicsight PLC issued a press release entitled “Medicsight PLC - Suspension of CEO, Suspension of trading of shares” which is attached hereto as Exhibit 99.1.

On July 11, 2011, the Company issued a press release entitled “MGT Capital Investments, Inc. Establishes Special Committee to Launch Investigation” which is attached hereto as Exhibit 99.2.
 
Item 9.01. 
Financial Statements and Exhibits.
 
(a)  Financial Statements of Businesses Acquired
 
Not applicable.
 
(b)  Pro forma Financial Information
 
Not applicable.
 
(c)  Shell Company Transactions
 
Not applicable.
 
(d)  Exhibits
 
Not applicable.

Exhibit
   
No.
 
Description
     
99.1
 
Press Release entitled “Medicsight PLC - Suspension of CEO, Suspension of trading of shares” dated July 8, 2011. 
 
99.2
 
Press Release entitled “MGT Capital Investments, Inc. Establishes Special Committee to Launch Investigation” dated July 11, 2011.

 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: July 11, 2011
MGT CAPITAL INVESTMENTS, INC.
     
 
By: 
/s/ Robert Ladd
 
   
Name: Robert Ladd
Title: Interim Chief Executive Officer
 
 
 


 

 
 

 
EX-99.1 2 v228348_ex99-1.htm PRESS RELEASE Unassociated Document
Exhibit 99.1


Regulatory Announcement
8 July 2011

Medicsight PLC
(“Medicsight” or “the Company”)

Suspension of CEO,
Suspension of trading of shares

Medicsight PLC (AIM: MDST), The Board announces that it has started an investigation into possible misappropriation and/or misdirection of Company funds and that its majority owner MGT Capital Investments Inc. (MGT) has launched a similar investigation. This investigation will be conducted in line with Company policy.  The Board have requested a temporary suspension of trading pending clarification of the Company’s financial position.  
 
 Allan Rowley, Chief Executive Officer of the Company, has been suspended from his Executive responsibilities with immediate effect pending the outcome of the investigation. 
 
Robert Ladd, Non-Executive Director of the Company, will assume the role of interim Chief Executive Officer whilst the Company conducts the investigation.
 
The Board also announces that Steve Harris, the recently appointed non-executive director, has resigned.
 
 A further announcement will be made as appropriate.  
 

-  
ENDS –

For further information:

Medicsight PLC
Troy Robinson, Chief Financial Officer Tel: +44 (0)207 605 7950
www.medicsight.com
follow us on twitter @Medicsight

Daniel Stewart & Co
Noelle Greenaway / Oliver Rigby Tel: +44 (0) 207 776 6550
www.danielstewart.co.uk

Media enquiries:
Abchurch
www.abchurch-group.com
Julian Bosdet Tel: +44 (0) 207 398 7700
julian.bosdet@abchurch-group.com
Adam Michael Tel: +44 (0) 207 398 7708
adam.micheal@abchurch-group.com
Simone Elviss Tel: +44 (0) 207 398 7728
simone.elviss@abchurch-group.com
 
 
 

 
EX-99.2 3 v228348_ex99-2.htm PRESS RELEASE Unassociated Document
Exhibit 99.2

 
MGT Capital Investments, Inc. Establishes Special Committee to Launch Investigation


London, UK, July 11, 2011MGT Capital Investments, Inc. (“MGT” or “the Company”) (NYSE Amex: MGT) announced today that its Board of Directors has established a special committee to investigate potential misappropriation and/or misdirection of Company funds. MGT’s majority-owned subsidiary, Medicsight PLC (London AIM: MDST), has also launched a similar investigation.
 
While it is too early to determine the outcome of these investigations or the financial impact, if any, to the Company, management believes that no potential wrongdoing occurred post February 7, 2011, when the current MGT board was constituted and the current MGT officers were appointed.
 
In the event the investigation results in any finding of wrongdoing, the Company plans to pursue recovery and/or restitution to the fullest extent provided by law.  However, in such an event, there can be no assurance of any recovery, or that any recovery will exceed the costs of collection, the costs of any litigation (including settlements as well as legal fees) relating to this matter, or any other costs associated with this matter, including but not limited to payment of taxes or fines, and the findings of unreported claims on the Company’s assets.
 
SUSPENSION OF MEDICSIGHT CEO AND RESIGNATION OF MEDICSIGHT BOARD MEMBER
 
On July 8, 2011, the Board of Directors of Medicsight PLC announced that Allan Rowley, Chief Executive Officer of Medicsight, has been suspended from his Executive responsibilities with immediate effect pending the outcome of the investigations.  Robert Ladd, Non-Executive Director of Medicsight and interim CEO of MGT, will assume the role of interim Chief Executive Officer of Medicsight until the investigations are concluded.
 
Medicsight also announced that Steven Harris, a recently appointed non-executive director, has tendered his resignation from the Board of Medicsight effective immediately.
 
TEMPORARY SUSPENSION OF TRADING OF MEDICSIGHT STOCK ON THE AIM EXCHANGE IN LONDON
 
On the advice of its Nominated Advisor, Daniel Stewart & Company, Medicsight has also received a temporary suspension of trading of its ordinary shares on London’s AIM Exchange pending clarification of the Company’s financial position.  
 
AMEX LISTING
 
MGT also reported today that it has been granted a one week extension by the NYSE Amex (the “Exchange”) to submit a plan of compliance demonstrating its ability to regain compliance with the Exchange listing standards within an 18 month remediation period.  The Company intends to submit such plan by July 15, 2011.
 
As reported on June 14, 2011, MGT announced that on June 8, 2011 it received notice from the NYSE Amex (the "Exchange") that it is not in compliance with following Exchange continued listing standards:  Section 1003(a)(i) of the Company Guide, resulting from stockholders' equity on March 31, 2011 of less than $2,000,000 and losses from continuing operations and/or net losses in two of its three most recent fiscal years; Section 1003(a)(ii) of the Company Guide with stockholders' equity of less than $4,000,000 and losses from continuing operations and/or net losses in three of its four most recent fiscal years; and Section 1003(a)(iii) with stockholders' equity of less than $6,000,000 and losses from continuing operations and/or net losses in its five most recent fiscal years.
 
 
 

 
 
Mr. Ladd commented, “MGT appreciates the Exchange’s accommodation given recent events.  Following the improvements in corporate governance implemented earlier this year, MGT has every intention of enhancing financial performance and taking steps to regain compliance with all applicable Exchange listing requirements.”
 
AMEX TRADING HALT UNTIL FURTHER NOTICE
 
The Exchange has also initiated a trading halt, to be evaluated on a day-to-day basis, pending resumption of trading of Medicsight shares on the AIM Market of the London Stock Exchange and/or the progress of the investigation.  The Company is not able to estimate when or if the trading halt will be lifted.
 
All forward-looking statements are made pursuant to the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any projections of revenue, gross profit, expenses, earnings or losses from operations, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the rate of market development and acceptance of medical imaging technology; the execution of restructuring plans; any statement concerning developments, performance or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; the difficulty of aligning expense levels with revenue changes; and other risks that are described from time to time in company filings with the Securities and Exchange Commission. Such potential risks and uncertainties also include, but are not limited to, the risks described in company filings with the Securities and Exchange Commission.

Contacts:

MGT Capital Investments, Inc.
Robert Ladd, Interim Chief Executive Officer
rladd@mgtci.com

Medicsight PLC
Troy Robinson, Chief Financial Officer
Tel: +44 (0)207 605 7950

Daniel Stewart & Co
Noelle Greenaway / Oliver Rigby Tel: +44 (0) 207 776 6550
www.danielstewart.co.uk

 
 

 
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