8-K 1 v233065_8k.htm FORM 8-K
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) August 22, 2011 (August 16, 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 2.02.
Results of Operations and Financial Condition.

On August 22, 2011, the Company issued a press release announcing its financial highlights for the fiscal quarter ended June 30, 2011 as well as recent developments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instructions B.2 of Form 8-K, the information furnished pursuant to this Item 2.02 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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

On August 16, 2011, Peter C. Venton resigned as an independent board member of the Company.

Item 8.01
Other Events.

The information disclosed in Item 2.02 hereof is incorporated by reference.

On August 22, 2011 MGT Capital Investments, Inc.’s majority-owned subsidiary Medicsight plc issued a press release entitled “Medicsight PLC: Preliminary Findings of the Special Committee; Results of a Comprehensive Strategic Review; General Meeting on 14 September 2011 for Stockholder Vote to Cancel Trading on AIM; Interim Results for the Six Months Ended 30 June 2011” 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

 
 
 

Exhibit
    
No.
  
Description
99.1
  
Press Release dated August 22, 2011 entitled “MGT Capital Investments, Inc. Provides Update on Recent Developments.”
99.2
  
Press Release dated August 22, 2011 entitled “Medicsight PLC: Preliminary Findings of the Special Committee; Results of a Comprehensive Strategic Review; General Meeting on 14 September 2011 for Stockholder Vote to Cancel Trading on AIM; Interim Results for the Six Months Ended 30 June 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: August 22, 2011
MGT CAPITAL INVESTMENTS, INC.
     
 
By:
/s/ Robert Ladd
  
   
Name: Robert Ladd
  
   
Title: Interim Chief Executive Officer