0001493152-16-013336.txt : 20160914 0001493152-16-013336.hdr.sgml : 20160914 20160914170527 ACCESSION NUMBER: 0001493152-16-013336 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160914 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160914 DATE AS OF CHANGE: 20160914 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32698 FILM NUMBER: 161885653 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/A 1 form8-ka.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 14, 2016

MGT Capital Investments, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-32698		13-4148725
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 Mamaroneck Avenue, Suite 320

Harrison, NY 10528

(Address of principal executive offices, including zip code)

(914) 630-7430

(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))

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) is an amendment to the Current Report on Form 8-K of MGT Capital Investments, Inc. (“Company”) dated September 13, 2016 (the “Original Form 8-K”). This Form 8-K/A is being filed to:

(i) correct a typographical error contained in the last sentence of the disclosure under Item 5.07 of the Original Form 8-K, which is hereby amended as follows:

“However, since the name change does not require shareholder ratification pursuant to applicable law, and taking into consideration the overwhelming votes received in favor of the name change, the Company’s Board of Directors has resolved to proceed with the name change.”

(ii) amends and restates in its entirety Item 7.01 of the Original Form 8-K. No other changes were made to the Original Form 8-K.

Item 7.01 Regulation FD Disclosure

On September 9, 2016, the Company issued a press release regarding the outcome of the Meeting. The press release incorrectly stated that all matters voted on during the meeting were approved and as such, on September 14, 2016, the Company issued a new press release correcting such error.

A copy of the press releases referred to above are attached hereto as Exhibits 99.1 and 99.2. These Exhibits shall not be deemed incorporated by reference into any of the Company’s registration statements or other filings with the SEC, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished herewith:

Exhibit Number		Description

99.1		Press Release dated September 9, 2016
99.2		Press Release dated September 14, 2016

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: September 14, 2016

	MGT Capital Investments, Inc.

	By:	/s/ Robert B. Ladd
	Name:	Robert B. Ladd, President

EX-99.1 2 ex99-1.htm

MGT Capital Shareholders Approve All Proposals at the 2016 Annual Meeting

- - -

MGT Investor Call Scheduled for 4:15 p.m. ET on Thursday, September 15^th

HARRISON, N.Y., September 9, 2016 — MGT Capital Investments, Inc. (NYSE MKT: MGT), today announced that its shareholders approved all eight proposals voted on today at the Company’s 2016 Annual Meeting of Stockholders.

“We are pleased to have received overwhelming shareholder approval for the proposals at this year’s annual meeting of stockholders, including the proposals that allow the Board of Directors to move ahead with our plans to transition into an innovative cybersecurity company. We will be able to execute upon these activities and implement the next phase of our strategy, bringing us one step closer to becoming a game-changing force in the cybersecurity industry,” stated John McAfee, Executive Chairman of MGT.

The approved proposals include:

	●	Authorizing the issuance of 43,800,000 shares of Common Stock in relation to the proposed acquisition of D-Vasive and Demonsaw;

	●	Ratification of the employment agreements for Mr. John McAfee and Mr. Robert Ladd;

	●	Ratification of the amendment to the Company’s Restated Certificate of Incorporation to change its name to “John McAfee Global Technologies, Inc.”

All eight proposals are described in detail in MGT’s definitive proxy statement for the meeting, which was filed with the Securities and Exchange Commission on August 15, 2016. The proxy can be accessed via the Company’s website, www.mgtci.com or at www.sec.gov.

Investor Call Details

The Company will host a conference call with the investment community on Thursday, September 15, 2016 at 4:15 p.m. Eastern Time featuring remarks by John McAfee, Proposed Executive Chairman and CEO, Eijah Anderson, Chief Technology Officer, and Robert Ladd, CFA, Interim CEO, Treasurer and CFO.

The dial-in numbers for the conference call are 1-888-503-8171 (U.S. Toll Free) or 1-719-325-2454 (International). All dial-in participants must use the following code to access the call: 2280311.

Please call at least five minutes before the scheduled start time. The conference call will also be available via webcast, which can be accessed through the Investor Relations section of MGT’s website, http://www.mgtci.com/events. Please allow extra time prior to the call to visit the site and download any necessary software to listen to the live broadcast.

For interested individuals unable to join the conference call, a replay of the call will be available through September 29, 2016, at 1-877-870-5176 (U.S. Toll Free) or 1-858-384-5517 (International). Participants must use the following code to access the replay of the call: 2280311. The online archive of the webcast will be available on http://www.mgtci.com/events for 30 days following the call.

About MGT Capital Investments, Inc.

MGT Capital Investments, Inc. (NYSE MKT: MGT) is in the process of acquiring a diverse portfolio of cyber security technologies. With cyber security industry pioneer, John McAfee, at its helm, MGT Capital is positioned to address various cyber threats through advanced protection technologies for mobile and personal tech devices, including tablets and smart phones. The Company is currently in the process of acquiring D-Vasive, a provider of leading edge anti-spy software, and Demonsaw, a provider of a secure and anonymous file sharing software platform.

MGT Capital intends to change its corporate name to “John McAfee Global Technologies, Inc.” upon closing of the D-Vasive transaction.

For more information on the Company, please visit http://ir.stockpr.com/mgtci.

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.

Investor Contact

Garth Russell

Managing Director

KCSA Strategic Communications

grussell@kcsa.com

212.896.1250

Grace Livingston

Director of Investor Relations

MGT Capital

glivingston@mgtci.com

205.999.2524

Media Contact

Tiffany Madison

Director of Corporate Communications

MGT Capital Investments, Inc.

tmadison@mgtci.com

469.236.9569

EX-99.2 3 ex99-2.htm

MGT Capital Clarifies and Corrects Shareholder Vote Results

Company will still change name to John McAfee Global Technologies, Inc.

HARRISON, N.Y., September 14, 2016 -- MGT Capital Investments, Inc. (NYSE MKT: MGT) yesterday filed a Form 8-K Current Report with the Securities and Exchange Commission to report the results of its Annual Meeting held on September 8, 2016. Due to tabulation errors by professional third parties that administer the proxy voting process, MGT is forced to correct two errors in its September 9, 2016 press release.

Specifically, the proposal to amend the Company’s restated certificate of incorporation to increase the amount of authorized common stock from 75,000,000 shares to 250,000,000 shares was not approved, even though the proposal garnered 84% of the votes cast. The specific reason in that the total number of votes did not reach the 50.1% threshold as required by Delaware law. Furthermore, so-called “broker non-votes” were excluded from the tally.

There is no immediate impact due to this change as the Company’s current authorized share count is adequate to issue the 43.8 million shares contemplated by the stockholder approved D-Vasive acquisition.

Secondly, the proposal to ratify an amendment to the Company’s restated certificate of incorporation to change its name to “John McAfee Global Technologies, Inc.” was not approved for the same reasons, despite 99% of the votes cast being in favor of the change.

However, a name change by a Delaware company does not require shareholder ratification, and given the overwhelming support by those voting, the Company’s board of directors will proceed with such change.

The six other proposals, including electing John McAfee to the board of directors as Executive Chairman passed as previously disclosed.