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): November 13, 2012
Remark Media, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33720 |
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33-1135689 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer ID Number) |
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Six Concourse Parkway, Suite 1500, Atlanta, Georgia |
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30328 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (404) 974-2722
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 13, 2012, Remark Media, Inc. (“Remark Media”) executed a Services Agreement (the “Agreement”) with TheStreet, Inc. (“TheStreet”), a Delaware corporation.
Pursuant to the Agreement, The Street will have the exclusive right to sell and serve advertisement and e-commerce on Remark Media’s personal finance websites Banks.com, DimeSpring.com, Filelater.com, and IRS.com (collectively, the “Sites”). TheStreet will provide a revenue share to Remark Media for advertising and e-commerce sold on the Sites, after each of TheStreet and Remark Media recouping certain sales, marketing and operating expenses agreed to in a business plan.
TheStreet will support the Sites by providing personal finance content, various promotion and advertisements on TheStreet’s websites, and marketing and accounting support. Remark Media will grant TheStreet an exclusive license to use, reproduce, distribute, exhibit, and display certain materials made available by Remark Media to TheStreet, including the Sites and all trademarks, logos, service marks, other brand elements and content pertaining to the Sites, other than content that requires a third party’s consent to sub-license.
The Agreement is effective as of November 15, 2012, and expires on December 31, 2014. Commencing on May 31, 2012, either party may terminate the Agreement upon 60 days notice.
A copy of the Agreement will be filed with our next periodic report.
On November 14, 2012, the Company issued the press release attached as Exhibit 99.1 regarding entrance into the Agreement.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 15, 2012, the Company was informed by NASDAQ that it no longer complied with either the requirement that the Company’s Audit Committee have three independent members or the requirement that a majority of the Company’s Board of Directors be independent, as set forth in NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2). Such noncompliance resulted from the resignations of Scott Booth and Gregory M. Swayne as members of the Company’s Board of Directors and the appointment of Kai-Shing Tao as Co-Chief Executive of the Company on October 15, 2012, as reported in a Current Report on Form 8-K filed by the Company on October 17, 2012. Both Mr. Booth and Mr. Swayne were independent directors and members of the Company’s Audit Committee. Mr. Tao, a director of the Company since 2007, is no longer considered an independent director of the Company as a result of his appointment as Co-Chief Executive Officer of the Company and designation as principal executive officer and principal financial officer.
The Company’s Board of Directors is in the process of identifying at least two candidates to serve as independent directors and to serve as members of the Company’s Audit Committee. The Company anticipates that it will be able to regain compliance with NASDAQ rules within the time allotted by NASDAQ.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press Release issued by Remark Media, Inc. dated November 14, 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 hereunto duly authorized.
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Remark Media, Inc. | |
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Date: November 19, 2012 |
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By: |
/s/ Bradley T. Zimmer |
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Name: |
Bradley T. Zimmer |
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Title: |
Chief Operating Officer & General Counsel |
Exhibit 99.1
Remark Media Announces Strategic Partnership with TheStreet
NEW YORK, NY and ATLANTA, GA, Nov. 14, 2012 (GLOBE NEWSWIRE) — Remark Media, Inc. (Nasdaq: MARK)—a global digital media company—today announced the formation of a strategic partnership with TheStreet, Inc. to expand growth of its personal finance websites.
“We are very excited about entering this strategic partnership with TheStreet,” said Carrie Ferman, Co-Chief Executive Officer of Remark Media. “This agreement allows us to extend beyond our existing capabilities and is intended to accelerate the growth of our personal finance digital brands.”
Under the agreement, TheStreet will leverage its strengths in sales, marketing and editorial as well as its years of experience and success as a leading digital financial media company to support Remark Media’s strategic objectives and help drive consumer awareness and new revenue growth. Remark Media will continue to expand the sites’ product offerings and features to provide an interactive and engaging experience for consumers.
About Remark Media:
Remark Media, Inc.(Nasdaq: MARK) is a global digital media company focused on creating destinations that merge engaging content with rich social interaction. Remark Media owns and operates a portfolio of personal finance digital brands including Dimespring.com, Banks.com, IRS.com and FileLater.com. The Company is the exclusive digital publisher in China and Brazil for translated content from HowStuffWorks.com, a subsidiary of Discovery Communications. BoWenWang (bowenwang.com.cn) and ComoTudoFunciona (hsw.com.br) provide readers in China and Brazil with thousands of articles about how the world around them works, serving as destinations for credible, easy-to-understand reference information. Remark Media is also a founding partner and developer of Sharecare, a highly searchable social Q&A healthcare platform organizing and answering health and wellness questions. The Company is headquartered in Atlanta with additional operations in New York, Beijing and Sao Paulo. Additional information is available on its corporate website at remarkmedia.com.
Forward-Looking Statements:
This press release contains “forward-looking statements”, as defined in Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be in the future tense, and often include words such as “anticipate”, “expect”, “project”, “believe”, “plan”, “estimate”, “intend”, “will” and “may”. These statements are based on current expectations, but are subject to certain risks and uncertainties, many of which are difficult to predict and are beyond the control of Remark Media. Relevant risks and uncertainties include those referenced in Remark Media’s filings with the SEC, and include but are not limited to: our losses and need to raise capital; successfully developing and launching new digital media properties; successfully executing upon the strategic relationship with TheStreet; the ability of TheStreet’s operations to benefit our digital media properties; challenges in attracting users to and selling advertising for websites; restrictions on intellectual property under agreements with Sharecare and third parties; challenges inherent in developing an online business; reliance on key personnel; general industry conditions and competition; and general economic conditions, such as advertising rate, interest rate and currency exchange rate fluctuations. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. Remark Media assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.