0001354488-13-000054.txt : 20130108 0001354488-13-000054.hdr.sgml : 20130108 20130108095246 ACCESSION NUMBER: 0001354488-13-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130108 ITEM INFORMATION: Other Events FILED AS OF DATE: 20130108 DATE AS OF CHANGE: 20130108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Viggle Inc. CENTRAL INDEX KEY: 0000725876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 330637631 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35620 FILM NUMBER: 13516864 BUSINESS ADDRESS: STREET 1: 150 FIFTH AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-231-0092 MAIL ADDRESS: STREET 1: 150 FIFTH AVENUE STREET 2: SUITE 900 CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: FUNCTION (X) INC. DATE OF NAME CHANGE: 20110216 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19980629 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 8-K 1 vggl_8k.htm CURRENT REPORT vggl_8k.htm
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 8, 2013

Viggle Inc.
(Exact name of Registrant as Specified in its Charter)
 
Delaware
  
0-13803
  
33-0637631
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)

902 Broadway, 11th Floor
New York, New York
  
 
10010
(Address of principal executive offices)
  
(Zip Code)
 
(212)  231-0092
(Registrant’s Telephone Number, including Area Code)
 
(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 8.01.  Other Events.
 
On November 19, 2012, Viggle Inc. (the “Company”) announced that it and VX Acquisition Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), had entered into an agreement and plan of merger (the “Merger Agreement”) with AdaptiveBlue, Inc. (“AdaptiveBlue”) and Shareholder Representative Services LLC (in its capacity as agent for the stockholders of AdaptiveBlue).  Upon the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the transactions contemplated thereby, AdaptiveBlue will merge with and into Merger Sub, with Merger Sub continuing as the surviving corporation and a wholly-owned subsidiary of the Company.
 
The Merger Agreement has an “outside date” of December 19, 2012.  The Company and AdaptiveBlue are discussing an extension of such date and other potential modifications to the Merger Agreement.
 
 
 
 
 
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.
 
 
VIGGLE INC.
  
       
Date: January 8, 2013
By:
/s/ Mitchell J. Nelson  
    Name: Mitchell J. Nelson  
    Title: Executive Vice President, General Counsel and Secretary