0001144204-12-067277.txt : 20121210 0001144204-12-067277.hdr.sgml : 20121210 20121210172449 ACCESSION NUMBER: 0001144204-12-067277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121206 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121210 DATE AS OF CHANGE: 20121210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MGT CAPITAL INVESTMENTS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] 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: 121254238 BUSINESS ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: (914) 630-7430 MAIL ADDRESS: STREET 1: 500 MAMARONECK AVENUE - SUITE 204 CITY: HARRISON STATE: NY ZIP: 10528 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 v330061_8-k.htm FORM 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) December 10, 2012 (December 6, 2012)

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.)

500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528

(Address of principal executive offices, including zip code)

(914) 630-7431

(Registrant's telephone number, including area code)

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:

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))

ITEM 7.01 REGULATION FD DISCLOSURE

On December 6, 2012, the Company issued a press release announcing its pro forma Stockholders’ Equity as of September 30, 2012 which incorporates a number of financial transactions that occurred subsequent to the end of the Company’s third quarter. The press release contained a summary of the financial transactions that occurred subsequent to September 30, 2012 and is attached hereto as Exhibit 99.1.

On December 10, 2012, the Company issued a press release announcing that it had received a letter from NYSE Regulation dated December 6, 2012 that based upon a review of publicly available information, including the Company’s filings with the U.S. Securities and Exchange Commission, the Company has resolved the continued listing deficiency with respect to Sections 1003(a)(i), (ii) and (iii) of the NYSE MKT LLC Company Guide referenced in the Exchange’s letter dated June 8, 2011. A copy of the press release is attached hereto as

Exhibit 99.2.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit No.	Description

99.1	Text of press release issued by the Company on December 6, 2012.
99.2	Text of press release issued by the Company on December 10, 2012.

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 thereunto duly authorized.

Dated: December 10, 2012

	MGT Capital Investments, Inc.

	By:	/s/ Robert B. Ladd
	Name: Robert B. Ladd Title: President and Chief Executive Officer

EX-99.1 2 v330061_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

MGT Capital Investments Announces Shareholders’ Equity of $6.8 Million

HARRISON, NY (December 6, 2012) MGT Capital Investments, Inc. (NYSE-MKT: MGT.BC), announced today pro-forma Stockholders’ Equity as of September 30, 2012 which incorporates a number of financial transactions that occurred subsequent to the end of the Company’s third quarter. As part of its 2012 third quarter report filed on Form 10-Q, the company previously included an unaudited balance sheet reporting Stockholders’ Equity of approximately $935,000, prior to equity from Non-controlling Interests (NCI). The Company also announced its Stockholders’ Equity as of December 5, 2012.

After adjusting for subsequent events as more fully described below, MGT is pleased to announce Stockholders’ Equity of approximately $7.4 million (prior to NCI) on a pro-forma basis for September 30, 2012; after adjusting for the Company’s on-going operating losses in the quarter to date (currently estimated at $600,000), the Company announced Stockholders’ Equity of $6.8 million as of December 5, 2012. Subject to review by the Corporate Compliance Staff of NYSE Regulation, Inc., MGT may be deemed back in compliance with the NYSE MKT LLC’s continued listing standards.

Pro-forma Stockholders’ Equity

The following table sets forth MGT’s Stockholders’ Equity position as of September 30, 2012 as reported, and as adjusted on a pro-forma basis to reflect subsequent events.

	September 30, 2012 (unaudited, $ in thousands)
	Actual			Repayment and retirement of convertible note			Equity financings (net of associated expenses)			Medicsight consolidation			*Pro-forma* (as adjusted)
Stockholders' Equity:
Preferred stock, $0.001 par value;	$	–		$	–		$	1		$	–		$	1
Common stock, $0.001 par value;		2			–			3			–			5
Additional paid in capital		290,049			(181	)		5,860			2,298			298,026
Other comprehensive loss		(6,703	)		–			–			48			(6,655	)
Accumulated deficit		(282,413	)		(1,123	)		(396	)		–			(283,932	)
MGT Stockholders’ Equity		935			(1,304	)		5,468			2,346			7,445
Non-controlling interests*		3,134			–			–			(2,379	)		755
Total Equity	$	4,069		$	(1,304	)	$	5,468		$	(33	)	$	8,200

* Includes minority interests in MGT Gaming, Inc. and Medicsight Ltd.

The pro-forma information above is estimated only and our actual Stockholders’ Equity position may be different based on the audit of our financial statements. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our December 31, 2011 and September 30, 2012 financial statements and the related notes which are incorporated by reference in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

Below is a summary of the financial transactions that occurred subsequent to September 30, 2012.

Medicsight Ltd. Fully Consolidated

As of September 30, 2012, the Company held 77% of the issued share capital of Medicsight Ltd. On December 4, 2012, MGT completed its acquisition of the remaining shares of Medicsight for total consideration of $33,000 in cash plus 60,000 MGT common shares. In accordance with Generally Accepted Accounting Principles, the result of this transaction is that Stockholders’ Equity attributable to MGT increased by $2.3 million, and Medicsight is now a wholly owned subsidiary of MGT.

Medicsight is a medical technology company with CE-marked and FDA-approved medical imaging software to assist radiologists in the early detection and measurement of colorectal polyps. The Company continues to explore all strategic alternatives with respect to Medicsight, including the sale or licensing of its global patent portfolio.

Repayment and Retirement of Convertible Note

As previously disclosed by MGT in its Form 8-K dated October 9, 2012, the Company executed two identical exchange agreements whereby 100% of the outstanding balance due on its Senior Secured Convertible Note was repaid at face value for a cash payment of $3.5 million plus 100,000 shares of the Company’s common stock. As a result of the transaction, MGT has no outstanding debt.

Completed Equity Financings

As previously disclosed by MGT in its Form 8-K dated November 9, 2012, the Company closed two separate agreements with various institutional investors for the sale of various equity securities, resulting in gross proceeds to the Company totalling $5.9 million. The agreements were comprised of:

1.) $4.5 million from the sale of 1,380,362 shares of Series A Convertible Preferred Stock and five-year warrants to purchase 2,760,724 shares of MGT common stock at $3.85 per share. The Series A Convertible Preferred Stock pays a 6% dividend and is convertible into shares of MGT common stock at a fixed price of $3.26 per share; and,

2.) $1.4 million from the sale of 453,000 shares MGT common stock at $3.01 per share. The common stock was sold pursuant to an effective S-3 Registration Statement.

About MGT Capital Investments, Inc.

MGT and its subsidiaries are engaged in the business of acquiring and monetizing intellectual property rights. MGT Gaming, Inc., a majority-owned subsidiary, owns U. S. Patent No. 7,892,088 that relates to casino gaming systems. In November 2012, MGT Gaming filed a patent infringement suit against Caesars Entertainment Corporation (NASDAQ GS: CZR), MGM Resorts International, Inc. (NYSE: MGM), WMS Gaming - a subsidiary of WMS Industries, Inc. (NYSE: WMS), Penn National Gaming, Inc. (NASDAQ GS: PENN), and Aruze Gaming America, Inc. In addition, the Company owns Medicsight, Inc., a medical technology company with patent ownership, as well as operations in imaging software and hardware devices. The company's computer-aided detection software assists radiologists with detection of colorectal polyps, and has received regulatory approvals including CE Mark and U. S. FDA clearance.

Forward Looking Statements

This press release contains forward-looking statements. The words or phrases "would be," "will allow," "intends to," "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project," or similar expressions are intended to identify "forward-looking statements." MGT's financial and operational results reflected above should not be construed by any means as representative of the current or future value of its common stock. All information set forth in this news release, except historical and factual information, represents forward-looking statements. This includes all statements about the Company's plans, beliefs, estimates and expectations. These statements are based on current estimates and projections, which involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include issues related to: rapidly changing technology and evolving standards in the industries in which the Company and its subsidiaries operate; the ability to obtain sufficient funding to continue operations, maintain adequate cash flow, profitably exploit new business, license and sign new agreements; the unpredictable nature of consumer preferences; and other factors set forth in the Company's most recently filed annual report and registration statement. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Readers should carefully review the risks and uncertainties described in other documents that the Company files from time to time with the U.S. Securities and Exchange Commission.

Company Contact

MGT Capital Investments, Inc.

Robert Traversa, Chief Financial Officer

914-630-7431

rtraversa@mgtci.com

Investor Contact for MGT Capital Investments, Inc.

The Del Mar Consulting Group, Inc.

Robert B. Prag, President, 858-794-9500

858-361-1786

bprag@delmarconsulting.com

Alex Partners, LLC

Scott Wilfong, President, 425-242-0891

scott@alexpartnersllc.com

EX-99.2 3 v330061_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

MGT Capital Investments Regains NYSE MKT Listing Compliance

HARRISON, NY (December 10, 2012) MGT Capital Investments, Inc. (NYSE MKT: MGT) announced today receipt of a letter from NYSE Regulation dated December 6, 2012. In the letter, the Company was informed that based upon review of publicly available information, including MGT filings with the Securities and Exchange Commission, the Company has resolved the continued listing deficiency with respect to Sections 1003(a)(i), (ii) and (iii) of the NYSE MKT LLC Company Guide referenced in the Exchange’s letter dated June 8, 2011, as previously reported. As with the case for all listed issuers, the Company's continued listing eligibility will continue to be assessed on an on-going basis.