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): January 26, 2015
KITARA MEDIA CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51840 | 20-3881465 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
525 Washington Blvd, Suite 2620, Jersey City, New Jersey 07310
(Address of Principal Executive Offices) (Zip Code)
(201) 539-2200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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))
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 26, 2015, Kitara Media Corp. (“Kitara”) completed its special meeting of Kitara stockholders (the “Special Meeting”), which was originally convened on December 29, 2014 and was adjourned to January 26, 2015. The Special Meeting was held in connection with Kitara’s previously announced business combination with Future Ads LLC (“Future Ads”). The proposals considered by Kitara’s stockholders at the Special Meeting on January 26, 2015, each of which was approved by the stockholders, are set forth below. A final tabulation of votes cast for and against each proposal, as well as the number of abstentions and broker non-votes, also is set forth below.
| 1. | A proposal to adopt the Agreement and Plan of Reorganization, dated as of October 10, 2014, by and among Kitara, Kitara Holdco Corp. (“New Holdco”) and Kitara Merger Sub, Inc., as it may be amended, and approve the merger contemplated thereby. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| 2. | Separate proposals to approve the following six material provisions in the New Holdco certificate of incorporation that will be in effect after the completion of the merger and that are not in, or that are different from comparable provisions in, the current Kitara amended and restated certificate of incorporation: |
| a. | New Holdco is authorized to issue 500,000,000 shares of common stock. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| b. | Any director or the entire board of directors generally may be removed, with or without cause, by the affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| c. | The affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, generally shall be required to amend any provision of the New Holdco certificate of incorporation. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| d. | The affirmative vote of at least 66 2/3% of the voting power of the stock outstanding and entitled to vote thereon, generally shall be required for the stockholders of New Holdco to amend any provision of the bylaws of New Holdco. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| 2 |
| e. | New Holdco shall not be bound or governed by, or otherwise subject to, Section 203 of the Delaware General Corporation Law. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| f. | Certain actions and proceedings with respect to New Holdco may be brought only in a court in the State of Delaware. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| 3. | A proposal to approve the New Holdco 2014 Long-Term Incentive Plan, which is an incentive equity compensation plan for directors, officers, employees, consultants and other service providers of New Holdco and its subsidiaries. |
| For | Against | Abstain | Broker Non-Vote |
| 62,961,571 | 0 | 0 | 0 |
| Item 8.01 | Other Events. |
On January 29, 2015, Kitara announced that it had consummated its previously announced business combination with Future Ads on January 28, 2015.
A copy of the press release announcing the consummation of the business combination is attached to this current report as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements, Pro Forma Financial Information and Exhibits |
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press release dated January 29, 2015. |
| 3 |
SIGNATURE
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: January 29, 2015 | KITARA MEDIA CORP. | |
| By: | /s/ Robert Regular | |
| Name: Robert Regular | ||
| Title: Chief Executive Officer | ||
| 4 |
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Press release dated January 29, 2015. |
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Exhibit 99.1
Kitara Media Corp. Completes Merger with Future Ads
JERSEY CITY, NJ and IRVINE, CA., January 29, 2015 /PRNewswire/ -- Kitara Media Corp. (OTC BB: KITM), a digital media and technology company providing video solutions to advertisers, digital marketers and publishers ("Kitara"), and Future Ads LLC, an Irvine, California based company in the advertising tech industry focused on performance marketing, today jointly announced that they have completed the previously announced merger of their respective companies.
The combined companies will integrate to form a unified online advertising company utilizing advanced platform technology to deliver strong advertising performance across video, display, and mobile. Jared Pobre, Chief Executive Officer of Future Ads, has been appointed as Chairman of the Board of the combined company and Robert Regular, Chief Executive Officer of Kitara, has been appointed Chief Executive Officer of the combined company. As a result of the transaction, the combined company has approximately 250 million shares outstanding of which the former members of Future Ads own approximately 62%. The transaction was financed through a $96 million debt facility received from a nationally recognized lender, of which $88.5 million has been drawn upon closing.
“We are very excited to complete the merger process and move forward together with such a passionate and talented team. We believe the combined companies will offer very powerful advertising products and solutions that are poised to financially grow and deliver strong shareholder value,” said Jared Pobre.
“The combination and passion of the Future Ads and Kitara Media teams have already demonstrated powerful synergies and success. We are excited to expand innovation on our technology platform to further deliver on exceptional results for advertisers and accelerate our financial growth across video, display, and mobile advertising products," said Robert Regular.
The combined company’s stock will commence trading on the OTC Bulletin Board shortly after closing. An additional press release will be issued once trading in the combined company’s stock commences.
The newly combined company intends to apply for a listing on the NASDAQ Stock Market once it meets all listing criteria. It also intends to change its name in connection with the transaction to reflect the combined companies business' going forward.
Complete details about the transaction, including the capital structure of the combined company, will be included in a Current Report on Form 8-K that the combined company will file with the Securities and Exchange Commission. Interested parties should visit the SEC website at http://www.sec.gov.
Gibson, Dunn & Crutcher, LLP represented Future Ads in the transaction. Graubard Miller represented Kitara in the transaction.
About Kitara Media
Kitara Media is a leading digital media and technology company providing video solutions to advertisers, digital marketers and publishers. With nearly 500 million monthly video ad views, Kitara Media delivers strong engagement for advertisers, high revenues for publishers, as well as improved user experience with PROPEL+, an internally developed proprietary video ad technology platform. Kitara Media owns and operates several online media sites including Healthguru.com and Adotas.com. The company is headquartered in Jersey City, NJ. For more information visit http://www.kitaramedia.com.
About Future Ads
Future Ads is a digital media platform for results-focused online advertising and publisher monetization. Future Ads' innovative, diversified solutions works synergistically to help advertisers and publishers achieve outstanding performance results. Founded in 2001, Future Ads is headquartered in Irvine, CA. For more information, visit http://www.futureads.com.
Forward Looking Statements
This press release includes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Kitara's and Future Ads' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements.
Forward-looking statements are inherently uncertain and subject to a variety of events, factors and conditions, many of which are beyond the control of Kitara and Future Ads and not all of which are known to Kitara or Future Ads, including, without limitation those risk factors described from time to time in Kitara's reports filed with the SEC, including the definitive proxy statement/prospectus relating to the merger. Among the factors that could cause actual results to differ materially are: loss of key advertising customers; inability to acquire new advertising customers; inability to expand video content library; inability to achieve projected results; inability to protect intellectual property; inability to execute acquisition strategy; inability to effectively manage growth; failure to effectively integrate the operations of acquired businesses; competition; loss of key personnel; increases in costs of operations; continued compliance with government regulations; and general economic conditions. Most of these factors are outside the control of Kitara and Future Ads and are difficult to predict. The information set forth herein should be read in light of such risks. Neither Kitara nor Future Ads assumes any obligation to update the information contained in this press release except as required by law.
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