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) July 1, 2014 (June 27, 2014)
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) |
| x | 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 8.01 | Other Events |
On July 1, 2014, the Company issued a press release confirming that it had received a notice from Iroquois Master Fund Ltd. announcing its intention to nominate a slate of four directors to stand for election at the Company’s 2014 Annual Meeting of Stockholders. The Company’s Nominating Committee will review and consider the nominations, as well as qualified individuals who may be submitted by other stockholders to serve on the Company’s Board of Directors. A copy of the press release is filed as Exhibit 99.1 hereto, and is incorporated by reference herein.
The information contained in this Current Report on Form 8-K 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 of 1933, as amended 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.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Notice Press Release dated July 1, 2014 |
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: July 1, 2014
| MGT Capital Investments, Inc. | |||
| By: | /s/ Robert B. Ladd | ||
| Name: Title: |
Robert B. Ladd President and Chief Executive Officer | ||
Exhibit 99.1
MGT CAPITAL INVESTMENTS, INC. COMMENTS ON NOTICE RECEIVED FROM IROQUOIS
No Stockholder Action Required at this Time
Harrison, NY (July 1, 2014) – MGT Capital Investments, Inc. (NYSE MKT: MGT)(the “Company”) today confirmed receipt of a notice from Iroquois Master Fund Ltd. (“Iroquois”), announcing its intention to nominate a slate of four directors to stand for election at the Company’s 2014 Annual Meeting of Stockholders.
The Company noted that it is committed to creating value for all stockholders. The Nominating Committee of the Company’s Board of Directors will review the accuracy of the notice received from Iroquois and consider the Iroquois nominations, as well as qualified individuals who may be submitted by other of the Company’s stockholders to serve on the Company’s Board.
The Company will present its recommendation with regard to the election of directors in its proxy statement to be filed with the Securities and Exchange Commission (the “SEC”). The Board will make a recommendation in the best interests of all stockholders. The date of the Company’s 2014 Annual Meeting of Stockholders has not yet been announced. The Company’s stockholders are not required to take any action with respect to Iroquois’ director nominees at this time.
About MGT Capital Investments, Inc.
MGT Capital and its subsidiaries operate social and real money gaming sites online and in the mobile space, including ownership of the 4th largest daily fantasy sports wagering platform, www.DraftDay.com. The Company also offers games of skill through www.MGTplay.com and social casino games with SlotChamp™, and is building an online portal for fantasy sports news and commentary, www.FantasySportsLive.com. In addition, the Company owns intellectual property relating to slot machines and has asserted its claims via patent infringement lawsuits.
Important Additional Information
This release may be deemed to be solicitation material in respect of a proxy contest for the election of directors to the Board of Directors of the Company. The Company will be filing a proxy statement with the SEC. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to receive the proxy statement and other relevant documents free of charge at the SEC’s website at www.sec.gov, or upon written request to the Secretary of MGT Capital Investments, Inc. at 500 Mamaroneck Avenue, Suite 204, Harrison, NY 10528.
Participants in Solicitation
The Company and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of a proxy contest for the election of directors to the Board of Directors of the Company. Information concerning these participants is set forth in the proxy statement, dated August 9, 2013, relating to the Company’s 2013 Annual Meeting of Stockholders as filed with the SEC on Schedule 14A and the Company’s 2013 Annual Report on Form 10-K, as filed with the SEC on March 28, 2014. Additional information regarding the interests of participants in the solicitation of proxies in respect of the 2014 Annual Meeting of Stockholders and other relevant materials, including the Company’s proxy statement, will be filed with the SEC when they become available.
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.” The Company’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 SEC.
Company Contact
MGT Capital Investments, Inc.
Robert Traversa, Chief Financial Officer
914-630-7431
rtraversa@mgtci.com