UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 28, 2013
AS SEEN ON TV, INC. |
(Exact name of registrant as specified in its charter) |
Florida | 000-53539 | 80-149096 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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14044 Icot Boulevard, Clearwater, Florida | 33760 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code | 727-288-2738 |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01
Completion of Acquisition or Disposition of Assets.
On February 28, 2013, As Seen On TV, Inc. (the “Company”) completed its previously announced merger with eDiets.com, Inc. (“eDiets.com”). Pursuant to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, eDiets Acquisition Company, a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and eDiets.com, dated October 31, 2013, Merger Sub was merged with and into eDiets.com, with eDiets.com surviving the merger (the “Merger”) and becoming a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, the Company issued to eDiets.com stockholders 1.2667 shares of its common stock for each outstanding share of eDiets.com common stock. Upon closing the shares of eDiets.com common stock, which traded under the symbol “DIET,” have ceased trading on the OTC Bulletin Board.
The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in it is entirety by reference to the Merger Agreement, which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02
Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On February 28, 2013, in connection with the closing of the Merger described in Item 2.01 of this report, as contemplated by the Merger Agreement Mr. Kevin Richardson II, chairman of eDiets, was appointed to the Company’s board of directors. Following these actions, the Company’s board of directors is now comprised of Kevin Harrington, Steve Rogai, Dr. Randolph Pohlman, Greg Adams and Kevin Richardson. Pursuant to the terms of the Merger Agreement, the Company increased the size of its board of directors from four members to seven members and one former member of the eDiets.com board of directors was appointed to the Company board of directors. The board of directors expects to identify a sixth and seventh director and make the appointments in the near future.
Mr. Richardson is considered an independent director as defined in the Nasdaq Stock Market Listing Rules. It is expected that Mr. Richardson and the other future new independent members of the Company’s board of directors will be compensated for their services as directors in accordance with the Company’s director compensation policy.
Item 7.01
Regulation FD Disclosure.
On March 1, 2013, the Company and eDiets.com issued a joint press release announcing the closing of the Merger. A copy of this press release is furnished as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01
Financial Statements and Exhibits.
(a)
Financial statements of business acquired.
The audited condensed consolidated balance sheets of eDiets.com as of December 31, 2011 and 2010, and the related condensed consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the two years in the period ended December 31, 2011 the unaudited condensed consolidated balance sheets as of September 30, 2012, and the related condensed consolidated statements of operations, stockholders’ equity and comprehensive income (loss) and cash flows for the nine months ended September 30, 2012 and 2011, were previously reported in the Company’s registration statement on Form S-4, SEC File No. 333-185688, as amended, as declared effective by the SEC on November 27, 2012 (the “S-4”). Pursuant to General Instruction B.3 of Form 8-K, such financial statements are not included in this Current Report on Form 8-K.
(b)
Pro forma financial information.
The unaudited proforma condensed combined consolidated balance sheet for the Company and eDiets.com at September 30, 2012, the unaudited proforma condensed combined consolidated statement of operations of the Company and eDiets.com for the nine months ended September 30, 2012, the unaudited proforma condensed combined consolidated statement of operations of the Company and eDiets.com for the year ended December 31, 2011 and the related notes to unaudited proforma financial information were previously reported in the S-4. Pursuant to General Instruction B.3 of Form 8-K, such financial statements are not included in this Current Report on Form 8-K.
(d)
Exhibits.
Exhibit |
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No. |
| Description |
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2.1 |
| Agreement and Plan of Merger dated October 31, 2012 by and among As Seen On TV, Inc., eDiets Acquisition Company and eDiets.com, Inc. (incorporated by reference to Current Report on Form 8-K as filed with the Securities and Exchange Commission on November 1, 2012). |
99.1 |
| Joint press release dated March 1, 2013. |
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.
| AS SEEN ON TV, INC. | |
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Date: March 6, 2013 | By: | /s/ Dennis W. Healey |
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| Dennis W. Healey, Chief Financial Officer |
EXHIBIT 99.1
As Seen On TV, Inc. and eDiets.com, Inc. Announce Closing of Merger
Merger Expected to Accelerate Growth of Meal Delivery Business
CLEARWATER, Fla., March 1, 2013 /PRNewswire/ -- As Seen On TV, Inc. (ASTV), a direct response marketing company, and eDiets.com, Inc., a provider of convenient at-home diet, fitness and healthy lifestyle solutions, today announced the closing of their merger effective February 28, 2013.
As previously disclosed, under the terms of the merger agreement, As Seen On TV issued 19,077,252 shares of its common stock in exchange for all of the issues and outstanding shares of eDiets.com common stock. eDiets.com has now become a 100% wholly-owned subsidiary of As Seen On TV. The transaction is expected to be tax free to eDiets' shareholders and is being done on a stock-for-stock basis. Shares of eDiets common stock, which previously traded under the symbol "DIET," will now cease trading.
Steve Rogai, CEO of As Seen On TV, Inc., stated, "We are pleased to announce the closing of the merger with eDiets and remain excited about the combined synergies of our two companies. There are tremendous combined savings and growth potential for both companies using our unique direct response and live shopping channel experience."
Kevin Richardson, Chairman of eDiets, stated, "We are excited about the combined growth opportunities of our two companies as we leverage each other's strengths."
Merger Highlights
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The merger enhances As Seen On TV's ability to achieve its strategic objective of becoming one of the top providers of direct response marketing;
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The merger will enable As Seen On TV to expand and diversify its product offering to its customers;
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The merger will enable opportunities for increased growth through the expansion of channels of distribution for existing products and services;
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Anticipated synergies from the merger, including operating a larger entity with greater critical mass of direct response marketing which could reduce the media buying pricing for the combined company and lower expenses due to an elimination in certain duplicate administrative costs (finance departments, legal, marketing and public company expenses);
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The merger will enable opportunities for increased growth through the ability to cross-sell existing products and services.
About As Seen On TV, Inc.
As Seen On TV, Inc. is a direct response marketing company and owner of AsSeenOnTV.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. As Seen On TV, Inc. was established by Kevin Harrington, a pioneer of direct response television. For more information go to www.AsSeenOnTV.com and www.TVGoodsInc.com.
About eDiets.com, Inc.
eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets.com, Inc. features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, www.eDiets.com. The company also provides a broad range of customized wellness and weight management solutions for Fortune 500 clients. eDiets.com's unique infrastructure offers businesses, as well as individuals, an end-to-end solution strategically tailored to meet its customers' specific goals of achieving a healthy lifestyle. For more information go to www.eDiets.com.
Forward-Looking Statements:
In accordance with the Private Securities Litigation Reform Act of 1995, we caution you that, whether or not expressly stated, certain statements made in this news release that reflect management's expectations regarding future events and economic performance are forward-looking in nature and, accordingly, are subject to risks, uncertainties and assumptions. This news release contains forward-looking statements about the Company including statements about the Company's expectations (i) regarding potential savings and growth resulting from the merger;(ii) regarding the ability of As Seen On TV to achieve its strategic objectives as a result of the merger; (iii) regarding the synergies anticipated to result from the merger; (iv) regarding the potential benefits to be derived from our association with CeeLo Green; and (v) regarding market demand for our products. We wish to caution readers that certain important factors may have affected and could in the future affect our actual results and could cause actual results to differ significantly from those expressed in any forward-looking statement,including, but not limited to: (i) our ability to integrate the operations of eDiets and As Seen On TV; (ii) our ability to realize potential savings, growth opportunities and synergies from the merger and (iii) that we will be able to obtain the additional financial support required in order to remain in business. With respect to all these statements, these factors include those risk factors set forth in filings by As Seen On TV and eDiets with the Securities and Exchange Commission, including As Seen On TV's annual report on Form 10-K for fiscal year ended March 31, 2012 and eDiets' annual report on Form 10-K for fiscal year ended December 31, 2011, together with both companies' quarterly reports on Form 10-Q.
Contact Information:
Jeff Ramson
ProActive Capital Group
641 Lexington Avenue, 6th Floor
New York, NY 10022
646-863-6341
www.proactivecapitalgroup.com