Viggle Super 8K/A Wetpaint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: January 9, 2014
(Date of Earliest Event Reported: December 16, 2013)
Viggle Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware | | 0-13803 | | 33-0637631 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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902 Broadway, 11 th 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 2.01. Completion of Acquisition or Disposition of Assets
This Current Report on Form 8-K/A (the "Form 8-K/A") amends and supplements the Current Report on Form 8-K of Viggle Inc. (the "Company") filed with the Securities and Exchange Commission ("SEC") on December 16, 2013 (the "Original Form 8-K") disclosing, among other things, the Company's acquisition of wetpaint.com, inc. ("Wetpaint") on December 16, 2013. This Form 8-K/A includes the historical financial information required by Item 9.01 of Form 8-K. In addition, certain supplemental information regarding Wetpaint included in Exhibit 99.3 hereto is being furnished pursuant to Item 7.01 of Form 8-K. No other modifications to the Original Form 8-K are being made by this Form 8-K/A.
Item 7.01. Regulation FD Disclosure.
The information contained in Item 7.01 of this Form 8-K/A, including the supplemental information included in Exhibit 99.3 hereto, is being furnished and, as a result, such information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
The supplemental information furnished as Exhibit 99.3 to this Form 8-K/A is incorporated by reference in this Item 7.01 and sets forth certain unaudited historical data for Wetpaint relating to periods prior to the Company's acquisition of Wetpaint. The information is not necessarily indicative of the operating results of Wetpaint following the acquisition and the Company undertakes no duty or obligation to publicly update or revise this information.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The balance sheets of Wetpaint as of December 31, 2012 and 2011, statements of operations, comprehensive loss, convertible preferred stock and changes in stockholders' equity (deficit), and cash flows of Wetpaint for the years ended December 31, 2012 and 2011 and the notes to the financial statements are included as Exhibit 99.1 and are hereby incorporated by reference.
The unaudited balance sheets of Wetpaint as of September 30, 2013 and 2012, unaudited statements of operations, comprehensive loss, convertible preferred stock and changes in stockholders' equity (deficit), and cash flows of Wetpaint for the nine months ended September 30, 2013 and 2012 are included as Exhibit 99.2 and are hereby incorporated by reference.
(b) Pro forma financial information
The unaudited pro forma combined balance sheet as of September 30, 2013, unaudited pro forma combined statements of operations for the three months ended September 30, 2013 and the year ended June 30, 2013 and the notes to unaudited pro forma combined financial statements are included as Exhibit 99.3 and are hereby incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
The documents set forth below are filed herewith. |
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Exhibit Number | | Description |
23.1 |
| | Consent of Moss Adams LLP |
99.1 |
| | Financial statements of Wetpaint.com, Inc. |
99.2 |
| | Interim financial statements of Wetpaint.com, Inc. |
99.3 |
| | Unaudited pro forma combined financial statements |
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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| VIGGLE INC. |
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Date: January 9, 2014 | By: | /s/ Mitchell J. Nelson |
| Name: Mitchell J. Nelson |
| Title: Executive Vice President |