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 2, 2015
Sizmek Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36219 |
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37-1744624 |
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(State or other jurisdiction of |
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(Commission |
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(IRS Employer |
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incorporation) |
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File Number) |
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Identification No.) |
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401 Park Avenue South, 5th Floor New York, New York |
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10016 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (212) 953-9300
N/A
(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):
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))
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Item 5.02. |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
Sean N. Markowitz is concluding his role as General Counsel and Corporate Secretary of Sizmek Inc. (the “Company”) in connection with a reorganization of the Company’s internal legal function. Mr. Markowitz will remain employed with the Company and is expected to leave during the second quarter of 2015. Kenneth Saunders, the Company’s Chief Financial Officer, is assuming additional responsibility as Corporate Secretary of the Company.
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Item 8.01. |
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Other Events |
On March 2, 2015, the Board of Directors of the Company approved an increase to the size of the Company’s share repurchase authorization. With this increase, the Company has the authority to repurchase up to $30 million of the Company’s common stock through the Company’s share repurchase program.
The full text of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01.
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Item 9.01. |
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Financial Statements and Exhibits |
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(d) |
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Exhibits |
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99.1. |
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Press Release dated March 3, 2015. |
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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SIZMEK INC. | |
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Date: March 5, 2015 |
By: |
/s/ Kenneth Saunders |
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Name: Kenneth Saunders |
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Title: Chief Financial Officer |
Exhibit 99.1
For more information contact:
JoAnn Horne
Market Street Partners
415-445-3233
SIZMEK, INC. INCREASES TOTAL SHARE REPURCHASE AUTHORIZATION TO $30 MILLION
AUSTIN, Texas, March 3, 2015 (GLOBE NEWSWIRE) — Sizmek Inc. (NASDAQ:SZMK), a global open ad management company that delivers multiscreen campaigns, today announced that its Board of Directors has increased the size of the Company’s share repurchase authorization. With this increase, the Company now has the authority to repurchase up to $30 million of the Company’s common stock in the aggregate. During the fourth quarter of 2014 the Company repurchased $2 million of its common stock. As of December 31, 2014 the Company had approximately 30.3 million shares outstanding.
As part of the share repurchase program, shares may be purchased in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the “Exchange Act”). The timing, manner, price and amount of any repurchases will be determined in the Company’s discretion and will depend on factors such as cash generation from operations, other cash requirements, economic and market conditions, stock price and legal and regulatory requirements. The share repurchase program does not have an expiration date and may be suspended, terminated or modified at any time for any reason. The repurchase program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with Exchange Act Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of open market stock repurchases.
About Sizmek
Sizmek Inc. (SZMK) fuels digital advertising campaigns for advertisers and agencies around the world with cutting-edge technology to engage audiences across any screen. For the last 15 years, the online business that is now Sizmek has proudly pioneered industry firsts in digital, including rich media, video and online targeted advertising across several channels. Sizmek’s open ad management stack, Sizmek MDX, delivers the most creative and impactful multiscreen digital campaigns, across mobile, display, rich media, video and social, all powered by an unrivaled data platform. With New York City as a center of operations, Sizmek connects about 17,000 advertisers and 3,500 agencies to audiences, serving more than 1.4 trillion impressions a year. Sizmek operates on the ground in about 60 countries with a team of approximately 900 employees. www.sizmek.com