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):  March 9, 2009

KIT DIGITAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-25659	11-3447894
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
168 Fifth Avenue, Suite 301
New York, New York		10010
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code:  (646) 502-7484

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 CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR240.13e-4(c))

CURRENT REPORT ON FORM 8-K

KIT digital, Inc.

March 9, 2009

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

On March 23, 2009, Jonathan Hirst will join KIT digital, Inc. (the “Company”) and will be named Chief Financial Officer of the Company effective April 27, 2009.

Mr. Hirst, age 59, is an experienced financial executive who, over the course of his career, has been involved with and led the acquisition and sale of more than 50 companies in media, marketing services, advertising and public relations.  From September 2006 through February 2008, Mr. Hirst was a consultant with BT Associates, LLC, a strategic and financial consulting firm in New York servicing the professional communication industry.  From November 2004 to August 2006, he was the Executive Vice President and Chief Financial Officer of Lowe Worldwide, Inc., a global multi-unit international marketing communications services division of The Interpublic Group of Companies, Inc., where he occupied increasingly senior financial management positions in North America and internationally.  From January 1996 to October 2004, Mr. Hirst was the Senior Vice President of International Finance of Grey Global Group Inc., a leading communications services company (acquired by WPP Group plc in 2005).  He was responsible for successfully developing and leading profit improvement programs at Grey Global, as well as later with Lowe Worldwide.  Earlier in his career, Mr. Hirst spent 1981 to 1991 at Saatchi & Saatchi US Management Company, where he oversaw the financial performance of Saatchi & Saatchi PLC’s operations in the United States.  Mr. Hirst started his career at a predecessor of PricewaterhouseCoopers LLC and at McKinsey & Co.  With global experience in the advertising and consulting industry, Mr. Hirst has lived and worked in London, Paris and New York.  He is a member of the Institute of Chartered Accountants (FCA), with B.A and M.A. degrees in economics from the University of Cambridge in the United Kingdom and an M.B.A. from INSEAD (European Institute of Business Management) in Paris, France. He is fluent in English, French and German.

Effective March 9, 2009, Jonathan Hirst entered into an employment agreement with the Company to begin employment on March 23, 2009, and to serve as the Company’s Chief Financial Officer beginning on April 27, 2009.  Pursuant to the employment agreement, Mr. Hirst will devote all of his professional time and attention to the Company’s business, will report to Gavin Campion, the Company’s President, and will be based in the Company’s Dubai office.

The employment agreement provides that Mr. Hirst will receive a fixed salary at an annual rate of 773,400 United Arab Emirate dirhams (adjusted to always equal U.S.$200,000), inclusive of a transportation and housing allowance.  Mr. Hirst will also be entitled to receive an annual performance incentive bonus of up to 50% of his total compensation based on the success of the Company’s financial results as provided in the Company’s executive bonus plan.  The Company has also agreed to issue Mr. Hirst stock options to purchase 11,429 shares of the Company’s common stock (post-split) at an exercise price equal to the market price on his first date of employment in accordance with the Company’s 2008 Incentive Stock Plan.

The employment agreement provides for termination of employment by the Company or Mr. Hirst at any time on not less than 30 days written notice, or by the Company immediately upon an act of fraud, dishonesty or misconduct by Mr. Hirst or a material breach by him of his obligations to the Company.  In the event Mr. Hirst’s contract is terminated by the Company without cause he will be entitled to compensation for three months.

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The employment agreement also contains covenants (a) restricting him from engaging in any activities competitive with the Company’s business during the term of his employment agreement and for a period of three months thereafter, (b) prohibiting him from disclosure of confidential information regarding the Company at any time, and (c) confirming that all intellectual property developed by him and relating to the Company’s business constitutes the Company’s sole and exclusive property.  The employment agreement is governed by the laws of the United Arab Emirates.

A copy of the employment agreement is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.  Mr. Hirst has not previously engaged in a related party transaction with the Company at any time, and there are no family relationships between Mr. Hirst and any of the Company’s other executive officers or directors.

In connection with Mr. Hirst’s appointment, Robin Smyth will resign as the Company’s Chief Financial Officer effective April 27, 2009.  Mr. Smyth will remain on the Company’s board of directors.  There was no disagreement or dispute with the Company concerning his resignation.

The Company announced the appointment of Jonathan Hirst, and resignation of Mr. Smyth, in a press release issued on March 9, 2009, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 6, 2009, the Company filed a Certificate of Amendment of its Certificate of Incorporation to (i) effect a 1-for-35 reverse stock split of the Company’s Common Stock; (ii) decrease the total number of shares of Common Stock authorized to be issued from 500,000,000 shares to 30,000,000 shares; and (iii) eliminate the authorization of a class of preferred stock.  The changes effected by the Certificate of Amendment were effective on March 9, 2009.  A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein in its entirety by reference.

As a result of the reverse stock split, the Company presently has 4,573,891 outstanding shares of Common Stock, including recent issuances related to the buy-in of the remaining minority interest in Reality Group Pty Ltd and the scheduled earn-out from the June 2008 acquisition of Kamera Content AB.

Effective March 9, 2009, the Company’s ticker symbol on the OTC Bulletin Board was changed to “KDGL” from “KITD.”

The Company announced the 1-for-35 reverse stock split in a press release issued on March 9, 2009, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Item 9.01.  Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No. Description

3.1 Certificate of Amendment of the Certificate of Incorporation filed with the Secretary of State of the State of Delaware effective March 9, 2009.

10.1 Employment Agreement, dated as of March 6, 2009, between KIT digital, Inc. and Jonathan Hirst.

99.1 Press release issued by KIT digital, Inc. on March 9, 2009.

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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.

	KIT DIGITAL, INC.
Date: March 13, 2009	By:	/s/ Kaleil Isaza Tuzman
		Kaleil Isaza Tuzman
		Chairman and Chief Executive Officer

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EX-3.1

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Investor Relations Contact:	Media Contact:
Matt Glover	Jonathan Cutler
Liolios Group	Verse Communications
Tel. +1-949-574-3860	Tel. +1.818.981.3023
info@liolios.com	jonathan@verseinc.com

KIT digital Finalizes 1-for-35 Reverse Stock Split, Appoints Chief Financial Officer and Completes Buy-In of Remaining Subsidiary Minority Interest

Trading Symbol Changes to KDGL, Effective March 9, 2009; Nasdaq Listing Planned

DUBAI, United Arab Emirates, March 9, 2009 - KIT digital, Inc. (OTC BB: KDGL) (OTC BB: KITD), a leading global provider of Internet Protocol-based video enablement technologies, has finalized a 1-for-35 reverse stock split of its outstanding shares of common stock, effective March 6, 2009.  The company has also appointed a new chief financial officer and completed the purchase of 49% of its only remaining subsidiary that had not been already wholly owned.

Based on its interpretation of various criteria for a Nasdaq Global Markets initial listing, the company is pursuing a Nasdaq listing. In advance of such a listing, the company’s ticker has changed from KITD to KDGL as of March 9, 2009.

Reverse Stock Split

As of the effective date of March 6, 2009, stockholders in KIT digital will receive one post-reverse split share of common stock for every 35 pre-reverse split shares of common stock owned.  As a result of the reverse stock split, the number of outstanding shares of common stock of the company has been reduced from approximately 146.4 million shares to 4.2 million shares.  The reverse stock split has not altered any stockholder’s percentage interest or voting rights in the company’s outstanding shares, except to the extent that the reverse stock split resulted in any of the company’s stockholders owning a fractional share.  Each fractional share has been rounded up to one full share.

Continental Stock Transfer & Trust Co. is the company’s transfer agent and will be acting as the exchange agent for the purpose of implementing any exchange of stock certificates in connection with the reverse split. Stockholders who have existing stock certificates will receive instructions from the transfer agent. Stockholders who hold their shares in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares.

In addition to finalizing the reverse stock split, the company reduced the authorized number of shares of  its common stock from 500,000,000 shares to 30,000,000 shares and eliminated its class of authorized preferred stock.

New CFO Appointed

KIT digital has appointed Jonathan Hirst as chief financial officer. Hirst will join the company as of March 23, 2009, and his appointment as CFO will become effective on April 27, 2009. Hirst will assume the position of CFO from Robin Smyth, who is retiring to spend more time with his family. Smyth will work with Hirst on the CFO transition process, and remains as member of the company’s board of directors.

After starting his career at PricewaterhouseCoopers and McKinsey & Co., Hirst joined Saatchi & Saatchi in 1981. First at Saatchi & Saatchi, and later at Grey Global Group (now a unit of Nasdaq-traded WPP) and Lowe Worldwide (a division of NYSE-traded Interpublic Group of Companies), Hirst occupied increasingly senior financial management positions in North America and internationally, including senior vice president and chief financial officer. He was responsible for successfully developing and leading profit improvement programs for these major international media and communications companies. At Grey Global Group, Hirst worked with KIT digital's lead independent director, Steven G. Felsher, then vice chairman of Grey.

Over the course of his career, Hirst has been involved with and led the acquisition and sale of more than 50 companies in media, marketing services, advertising and public relations. He is a graduate in economics of The University of Cambridge and has an MBA from The European Institute of Business Management (INSEAD). 

“We are fortunate to have a person of Jonathan’s abilities and experience join KIT digital as CFO,” said Gavin Campion, president of KIT digital. “His appointment marks a milestone in our development, and we believe his extensive accomplishments and knowledge will help guide our progress. His discipline, cost-consciousness and international perspective will be important to our future success, particularly as we integrate acquisitions, expand our cash-flow margin, and further leverage our first-mover advantage as the only truly device-agnostic IP video solutions provider.” 

Commented Kaleil Isaza Tuzman, chairman and chief executive officer of KIT digital: “As we welcome Jonathan, we would also like to acknowledge the essential contributions Robin has made to KIT digital during his long tenure at the company, and particularly during the recent period of strong revenue growth and expansion of our operations. When new management came in to the company in early January 2008, we asked Robin to stay on for 4-6 quarters in order to provide continuity in financial reporting and operational management. Robin was critical to our successful transition to new ownership and was a key to our process of turning the corner to positive operating EBITDA in Q4 2008, as well as ending the year with revenue expected to be up more than 130% over the same year-ago quarter. We look forward to benefiting from Robin’s continuing contribution as a member of our board of directors.” 

Acquisition of Reality Group Pty Ltd

KIT digital has purchased the remaining 49% interest of Reality Group Pty Ltd it did not already own, bringing the company’s ownership to 100%. Reality Group is the company’s creative services unit. The transaction was completed for approximately 90,000 post reverse split shares of KIT digital common stock (restricted from sale for 12 months), along with payouts of existing Reality Group shareholder loans, and was closed on March 6, 2009.

Since KIT digital acquired a controlling interest in Reality Group in May 2004, Reality has helped develop and support KIT digital’s proprietary VX video management system. The KIT VX platform allows clients to publish, manage and distribute digital video content, integrate advertising, and build online and mobile communities. KIT digital’s president, Gavin Campion, was one of the co-founders of Reality Group before becoming president of KIT digital in March 2008 and had remained a minority shareholder.

Isaza Tuzman commented, “Completing this buy-in of Reality Group, which has been one of our important growth drivers, provides a number of important benefits to KIT digital, including allowing us to fully consolidate our operations and results, and incentivize our Reality staff according to our overall company results.”

KIT digital reiterated it expects revenue for the fourth quarter ended December 31, 2008 to exceed $9.0 million, increasing more than 67% over the previous quarter and at least 130% over the same quarter a year ago. The company also reiterated it expects to report positive operating cash flow for the fourth quarter. The company expects to announce its fourth quarter and full-year 2008 results no later than March 31, 2009.

About KIT digital

KIT digital, Inc. (OTC BB: KDGL) is a leading, global provider of proprietary IP-based video enablement technologies and video-centric interactive marketing solutions. Through its end-to-end platform, KIT digital works closely with consumer brands, content providers and telcos to maximize the value of video content via the Internet, mobile networks and IPTV set-top boxes. The KIT VX platform allows clients to publish, manage and distribute digital video content, build online/mobile communities and integrate advertising. KIT offers businesses a full range of interactive marketing solutions and KIT clients can access approximately 100 KIT-syndicated channels and 40,000 KIT-syndicated videos. KIT digital clients include ABC Disney, Associated Press, General Motors, IMG, Kmart, NASDAQ, News Corp, RCS, Telefonica and Verizon. KIT digital has principal offices in Dubai, Melbourne (Australia), Prague, Toronto and London. For additional information, please visit www.kitd.com.

Forward-Looking Statements

This press release contains certain "forward-looking statements" related to the businesses of KIT digital, Inc. which can be identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, including uncertainties relating to product development and commercialization, the ability to obtain or maintain patent and other proprietary intellectual property protection, market acceptance, future capital requirements, regulatory actions or delays, competition in general and other factors that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Certain of these risks and uncertainties are or will be described in greater detail in our public filings with the U.S. Securities and Exchange Commission. KIT digital, Inc. is not under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements whether as a result of new information, future events or otherwise.