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: January 25, 2016

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 (Address of principal executive offices)   10010 (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 1.02 Termination of a Material Definitive Agreement

(a)           On January 25, 2016, the Company and SFX Entertainment, Inc. (“SFX”) have agreed to terminate, effective as of January 1, 2016, the Shared Services Agreement between them dated as of January 4, 2013 (the “SFX Shared Services Agreement”).  The Company and SFX have agreed to use best efforts to settle any amounts due to the other within sixty (60) days of the termination of the SFX Shared Services Agreement.

(b)           On January 25, 2016, the Company and Circle Entertainment Inc. (“Circle”) have agreed to terminate, effective as of January 1, 2016, the Shared Services Agreement between them dated as of February 15, 2011 (the “Circle Shared Services Agreement”).  Circle is in the process of liquidation and any claim to be made under the Circle Shared Services Agreement will survive the termination of the Circle Shared Services Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(a)           The Compensation Committee of the Board of Directors of the Company has approved an amendment to the employment agreement entered into on September 8, 2011 (the “Effective Date”), between the Company and Mitchell J. Nelson, the Company’s Executive Vice President and Corporate Secretary.  As of January 1, 2016, Mr. Nelson’s salary from the Company will be $150,000 and it is anticipated he will devote at least one-third of his time to performing services for the Company.  All other terms and conditions of his employment agreement remain the same.

A copy of the Amendment to Employment Agreement between the Company and Mr. Nelson is attached hereto as Exhibit 10.3.

(b)           On January 27, 2016, pursuant to the Written Consent in Lieu of Annual Meeting previously executed by the holder of the majority of issued and outstanding shares of the Company (the “Stockholder Consent”), the following people were elected to serve on the Board of Directors (“Board”) of Viggle Inc. (the “Company”) until the next annual meeting of stockholders and until their respective successors are duly elected and qualified:

Robert F.X. Sillerman

Peter C. Horan

Michael J. Meyer

Mitchell J. Nelson

Birame N. Sock

The Stockholder Consent also provided for the reduction in the number of directors from six to five, three of whom are deemed to be independent directors, effective as of January 27, 2016.  The independent directors are Peter C. Horan (who serves as the Board’s Lead Director), Michael J. Meyer, and Birame N. Sock.  John D. Miller had previously informed the Board of his decision not to stand for re-election to the Board due to his other responsibilities.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 27, 2016, the Company changed its corporate name to “DraftDay Fantasy Sports, Inc.”  The Company amended Article First of its Amended and Restated Certificate of Incorporation, as amended, to change the Company’s name to DraftDay Fantasy Sports, Inc. by filing a Certificate of Amendment with the Secretary of State of the State of Delaware.

The Company’s common stock will begin being quoted on the NASDAQ Stock Market under the symbol “DDAY” on January 28, 2016. The Company has been assigned the CUSIP number 261427 108. The Company’s stockholders are not required to take any action with regard to their ownership of shares of stock of the Company in connection with the name change.

A copy of the Amendment is filed hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 21, 2015, the holder of the majority of shares of the Company approved by written consent the following corporate actions, to become effective on January 27, 2016:

●   The election of directors as described in Item 5.02 hereinabove.

●   The Amendment to the Company’s Certificate of Incorporation and change of name as described in Item 5.03 hereinabove.

●   Approval of the sale of the Company’s rewards business to Perk.com, Inc., as described in the Company’s Current Report on Form 8-K dated December 14, 2015.

●   Ratification of the appointment of BDO USA, LLC as the Registrant’s independent registered public accounting firm for the fiscal year ending June 30, 2016.

Item 9.01 Financial Statements and Exhibits.

Exhibits

Exhibit No.	Description
3.1	Amendment to Amended and Restated Certificate of Incorporation
10.3	Amendment to Employment Agreement between Viggle Inc. and Mitchell J. Nelson

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIGGLE INC.
DATE: January 28, 2016	By:	/s/ Mitchell J. Nelson
		Mitchell J. Nelson
		Executive Vice President and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
3.1	Amendment to Amended and Restated Certificate of Incorporation
10.3	Amendment to Employment Agreement between Viggle Inc. and Mitchell J. Nelson

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

AMENDED CERTIFICATE OF INCORPORATION

OF

VIGGLE INC.

Under Section 242 of the Delaware General Corporation Law

It is hereby certified that:

1. The name of the corporation is Viggle Inc. (the “Corporation”).

2.The Certificate of Incorporation of the Corporation is hereby amended by deleting Article I thereof in its entirety and replacing it in its entirety with the following:

“The name of the corporation is DraftDay Fantasy Sports Inc. (the “Corporation”).”

3.The amendment to the Certificate of Incorporation of the Corporation effected by this Certificate was duly authorized by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware, and by the affirmative vote of a majority of the Corporation’s outstanding capital stock entitled to vote thereon by written consent in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned duly authorized officer of the Corporation has executed this Certificate and affirmed that the statements made herein are true under penalties of perjury this 26th day of January, 2016.

	Viggle Inc.
By:	/s/ Mitchell J. Nelson
Name:	Mitchell J. Nelson
Title:	Executive Vice President/Secretary

EX-10.3

Exhibit 10.3

Effective as of January 1, 2016

Mr. Mitchell J. Nelson

134 East 80th Street

New York, NY  10075

Dear Mr. Nelson,

Reference is made to that certain Employment Agreement dated as of September 8, 2011 (the “Employment Agreement”) by and between you and Viggle Inc. (the “Employer”), pursuant to which you are employed as Executive Vice President of the Employer.  Defined terms used in this Letter Agreement and not defined herein shall have the meanings ascribed to them in the Employment Agreement.

The purpose of this letter agreement (the “Letter Agreement”) is to amend the Employment Agreement effective immediately and redefine some of the terms and conditions of your continued employment with the Employer.  Accordingly, in consideration of the terms and provisions hereof, the Employment Agreement is hereby amended, effective immediately, as follows:

1.           Section 2(a) of the Employment Agreement shall be deleted and replaced with the following:

“2(a)           During Executive’s employment with the Employer, Executive is expected devote one-third (1/3) of Executive’s full-time best efforts and business time and attention to the business of the Employer, provided, however that Employer acknowledges and agrees that during the Term, Executive may devote the remaining portion of his business time to other business commitments, provided, however that: (i) such activities do not conflict with the business of the Employer or any of its subsidiaries, (ii) such activities do not interfere, directly or indirectly, with the performance of Executive’s obligations under this Employment Agreement, and (iii) such activities do not result in a breach by the Employer of any non-competition or any other similar type of agreement to which the Employer or any of its subsidiaries may be a party.  Executive understands that at all times he is employed as an exempt employee and therefore, he is not entitled to overtime wages for services performed on behalf of the Employer or its affiliates.”

2.           Section 6 of the Employment Agreement shall be amended to delete Section 6.1 and insert the following new Section 6.1:

“6.1           During the Term, the Employer shall pay to the Executive an initial annualized base salary (as such annual base salary, as it may be increased from time to time, the “Base Salary”), payable in equal installments during each Employment Year equal to One Hundred Fifty Thousand Dollars ($150,000), payable in accordance with the Employer’s ordinary payroll practices.”

All other terms and conditions of the Employment Agreement shall remain in full force and effect.

This Letter Agreement shall be governed by and construed under the laws of the State of New York (without regard to conflict of law provisions thereof).  No party hereto may assign its rights in whole or in part or delegate its obligations in whole or in part under this Letter Agreement without the written consent of the other party hereto.  Except as provided herein, the Employment Agreement shall remain in full force and effect.  The Employment Agreement, as amended by this Letter Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings and agreements between the parties hereto with respect to the subject matter hereof. This Letter Agreement shall be binding upon and inure to the benefit of the respective parties hereto, their successors and permitted assigns (as well as their heirs and estates, if applicable).

If the foregoing correctly sets forth our understanding, please execute this Letter Agreement in the space provided below.

	Sincerely,
	VIGGLE INC.
By:	/s/ Tom McLean
Name:	Tom McLean
Title:	General Counsel

Accepted and agreed to this ____ day of January 2016:

/s/ Mitchell J. Nelson

Mitchell J. Nelson