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 10, 2015

Sizmek Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36219	37-1744624
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

401 Park Avenue South, 5th Floor
New York, New York	10016
(Address of principal executive offices)	(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))

Item 1.01. Entry into a Material Definitive Agreement.

On March 10, 2015, Sizmek Inc. (the “Company”) entered into an Amendment (the “Amendment”) to the Agreement, dated as of October 7, 2013, by and among Digital Generation, Inc. (“DG”) and Alex Meruelo Living Trust, Meruelo Investment Partners LLC and Alex Meruelo (the “Agreement”).

The Amendment amends the Agreement, to which the Company joined in connection with its spin-off from DG and emergence as a separate, publicly-traded company. In the Amendment, the parties agreed, among other things, that the date by which the Company shall hold its 2015 Annual Meeting would be extended from May 30, 2015 to December 15, 2015.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 9.01.	Financial Statements and Exhibits
(d)	Exhibits
10.1	Amendment, dated March 10, 2015, by and among Alex Meruelo Living Trust, Meruelo Investment Partners LLC and Alex Meruelo, and Sizmek Inc.

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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.

	SIZMEK INC.
Date: March 13, 2015	By:	/s/ Kenneth Saunders
		Name:	Kenneth Saunders
		Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment, dated March 10, 2015, by and among Alex Meruelo Living Trust, Meruelo Investment Partners LLC and Alex Meruelo, and Sizmek Inc.

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EX-10.1

Exhibit 10.1

AMENDMENT TO MERUELO AGREEMENT

This Amendment (“Amendment”), dated March 10, 2015, is entered into by and among the persons and entities listed on Exhibit A hereto (“Meruelo Stockholders”) and Sizmek Inc. (the “Company”).

WHEREAS, the Meruelo Stockholders and Digital Generation, Inc. entered into that certain Agreement, effective October 7, 2013 (the “Agreement”).  Capitalized terms used herein, but not otherwise defined herein, shall have the meanings set forth in the Agreement.

WHEREAS, the Company entered into a joinder agreement whereby the Company agreed to enter into and be bound by the Agreement.

WHEREAS, the Meruelo Stockholders and the Company desire to amend the Agreement as provided in this Amendment.

NOW THEREFORE, in consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.Section 3.6(b) of the Agreement is hereby amended and restated as follows:

“The Company shall cause SpinCo to, and SpinCo shall, hold the 2014 Annual Meeting no later than December 15, 2014 and the 2015 Annual Meeting no later than December 15, 2015.”

2.Section 4.3(b) of the Agreement is hereby amended and restated as follows:

“if to SpinCo, to:

Sizmek Inc.

500 W. 5th Street

Suite 900

Austin, TX 78701

Attention:Neil Nguyen

Chief Executive Officer and President

With a copy to:

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington, DC 20004

Attention:William P. O’Neill”

3.All other provisions of the Agreement shall remain unchanged.  Sections 4.4 (Successors and Assigns), 4.6 (Counterparts), 4.7 (Headings), 4.8 (Governing Law; Choice of Venue) and 4.14 (Interpretation and Construction) of the Agreement are hereby incorporated by reference herein and shall apply to this Amendment as if repeated in full.

*       *       *       *       *

IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment, or caused the same to be executed by its duly authorized representative as of the date first above written.

Sizmek Inc.
By:		/s/ Neil Nguyen
		Neil Nguyen
		Chief Executive Officer and President
Alex Meruelo Living Trust
By:		/s/ Alex Meruelo
		Alex Meruelo
		Trustee
Meruelo Investment Partners LLC
By:	/s/ Alex Meruelo
	Alex Meruelo
	Chief Executive Officer
Alex Meruelo
By:	/s/ Alex Meruelo
	Alex Meruelo

EXHIBIT A

MERUELO STOCKHOLDERS

Alex Meruelo Living Trust

Meruelo Investment Partners LLC

Alex Meruelo