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| CIK | 1591877 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sizmek Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 6, 2017 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 5 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA |
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| September 6, 2017 |
Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel EX-99.(a)(5)(S) Exhibit (a)(5)(S) Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel NEW YORK, New York, REDWOOD CITY, California, September 6, 2017 ? Rocket Fuel Inc. (NASDAQ: FUEL) (the ?Company? or ?Rocket Fuel?) and Sizmek Inc. (?Sizmek? or ?Parent?) today announced the successful completion of the tender offer (the ?Offer?) by Fuel Acquisition Co. (?Merger S |
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| August 30, 2017 |
EX-99.(A)(5)(R) 2 d360524dex99a5r.htm EX-99.(A)(5)(R) Exhibit (a)(5)(R) Sizmek and its Affiliate Fuel Acquisition Co. Announce Extension of Tender Offer for All Outstanding Shares of Rocket Fuel NEW YORK, NY — August 29, 2017 — On August 29, 2017, Sizmek Inc. (“Sizmek”) and its affiliate Fuel Acquisition Co. have extended the offering period of the previously announced cash tender offer to purchas |
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| August 30, 2017 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA |
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| August 17, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CAPITAL V, L |
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| August 17, 2017 |
EX-99.(A)(5)(Q) 2 d444567dex99a5q.htm EX-99.(A)(5)(Q) Exhibit (a)(5)(Q) David E. Bower (SBN 119546) MONTEVERDE & ASSOCIATES PC 600 Corporate Pointe, Suite 1170 Culver City, CA 90230 Tel: (213) 446-6652 Fax: (212) 202-7880 Email: [email protected] Counsel for Plaintiff [Additional counsel on signature page] UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA THE GEORGE SHAHINIAN TRU |
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| August 14, 2017 |
EX-99.(A)(5)(O) 2 d442849dex99a5o.htm EX-99.(A)(5)(O) Exhibit (a)(5)(O) Rosemary M. Rivas (State Bar No. 209147) Email: [email protected] LEVI & KORSINSKY, LLP 44 Montgomery Street, Suite 650 San Francisco, California 94104 Telephone: (415) 291-2420 Facsimile: (415) 484-1294 Counsel for Plaintiff ARNAB DEBNATH UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA ARNAB DEBNATH, on beha |
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| August 14, 2017 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA |
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| August 14, 2017 |
EX-99.(A)(5)(P) 3 d442849dex99a5p.htm EX-99.(A)(5)(P) Exhibit (a)(5)(P) Robert S. Green (State Bar No. 136183) James Robert Noblin (State Bar No. 114442) GREEN & NOBLIN, P.C. 2200 Larkspur Landing Circle, Suite 101 Larkspur, CA 94939 Telephone: (415) 477-6700 Facsimile: (415) 477-6710 Email: [email protected] Attorneys for Plaintiffs UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNI |
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| August 11, 2017 |
EX-99.(a)(5)(N) Exhibit (a)(5)(N) BRODSKY & SMITH, LLC Evan J. Smith (SBN 242352) [email protected] 9595 Wilshire Blvd., Ste. 900 Beverly Hills, CA 90212 Tel.: (877) 534-2590 Fax: (310) 247-0160 Attorneys for Plaintiff IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA DAMIN WEN, Individually and on behalf of all others similarly situated, Case No.: COMPLAINT FOR VIO |
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| August 11, 2017 |
EX-99.(a)(5)(M) Exhibit (a)(5)(M) Joel E. Elkins (SBN 256020) [email protected] WEISSLAW LLP 9107 Wilshire Blvd., Suite 450 Beverly Hills, CA 90210 Telephone: 310/208-2800 Facsimile: 310/209-2348 Attorneys for Plaintiff [Additional counsel on signature page] UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA LOUIS SCARANTINO, Individually and On Case No. Behalf of All Others Simila |
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| August 11, 2017 |
EX-99.(a)(5)(L) Exhibit (a)(5)(L) David E. Bower (SBN 119546) MONTEVERDE & ASSOCIATES PC 600 Corporate Pointe, Suite 1170 Culver City, CA 90230 Tel: (213) 446-6652 Fax: (212) 202-7880 [email protected] Counsel for Plaintiff Adryan Haines UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA ADRYAN HAINES, Individually and on Case No. Behalf of All Others Similarly Situated, C |
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| August 11, 2017 |
SC TO-T/A 1 d396370dsctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VE |
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| August 11, 2017 |
EX-99.(A)(5)(K) 2 d396370dex99a5k.htm EX-99.(A)(5)(K) Exhibit (a)(5)(K) Joel E. Elkins (SBN 256020) [email protected] WEISSLAW LLP 9107 Wilshire Blvd., Suite 450 Beverly Hills, CA 90210 Telephone: 310/208-2800 Facsimile: 310/209-2348 Attorneys for Plaintiffs [Additional counsel appear on signature page] UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA STEPHEN BUSHANSKY and MENDEL |
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| August 2, 2017 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation, at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIG |
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| August 2, 2017 |
EX-99.(d)(4) Exhibit (d)(4) July 7, 2017 Rocket Fuel Inc. 2000 Seaport Boulevard, Suite 400, Pacific Shores Center, Redwood City, CA 94063 Exclusivity Extension Agreement Reference is made in this letter agreement (this ?Letter Agreement?) to that certain exclusivity letter agreement dated June 6, 2017 (the ?Exclusivity Agreement?) executed by and between Sizmek Inc. (?Sizmek?) and Rocket Fuel Inc |
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| August 2, 2017 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ROCKET FUEL INC. at $2.60 Net Per Share by FUEL ACQUISITION CO., a wholly owned subsidiary of SIZMEK INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF AUGUST 29, 2017, UNLESS THE OFFER IS EXTENDED. The Offer (as defined below) |
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| August 2, 2017 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CAPITAL V, L.P. (Nam |
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| August 2, 2017 |
EX-99.(d)(6) Exhibit (d)(6) Vector Capital IV, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 July 17, 2017 Sizmek Inc. 500 West 5th Street Suite 900 Austin, TX 78701 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the ?Merger Agreement?), d |
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| August 2, 2017 |
EX-99.(A)(1)(C) 4 d432205dex99a1c.htm EX-99.(A)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation, at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation THE OFFER AND WITHDRA |
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| August 2, 2017 |
EX-99.(D)(2) 9 d432205dex99d2.htm EX-99.(D)(2) Exhibit (d)(2) PERSONAL AND CONFIDENTIAL 3/22/2017 Vector Capital Management, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 Attention: Alex Beregovsky Mr Beregovsky: Vector Capital Management, L.P. (“you” or “your”) have requested certain confidential information regarding a possible negotiated transaction with Rocke |
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| August 2, 2017 |
EX-99.(D)(3) 10 d432205dex99d3.htm EX-99.(D)(3) Exhibit (d)(3) June 6, 2017 Rocket Fuel Inc. 2000 Seaport Boulevard, Suite 400, Redwood City, CA 94063 Based on the discussions between Sizmek Inc. (“Sizmek”) and its affiliates and Rocket Fuel Inc. (the “Company”) with respect to a possible negotiated acquisition of the Company by Sizmek (the “Transaction”), and in consideration of the resources Siz |
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| August 2, 2017 |
EX-99.(d)(5) Exhibit (d)(5) July 16, 2017 Rocket Fuel Inc. 2000 Seaport Boulevard, Suite 400 Redwood City, CA 94063 Exclusivity Extension Agreement Reference is made in this letter agreement (this ?Letter Agreement?) to that certain exclusivity letter agreement dated June 6, 2017 (as amended, the ?Exclusivity Agreement?) executed by and between Sizmek Inc. (?Sizmek?) and Rocket Fuel Inc. (the ?Com |
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| August 2, 2017 |
EX-99.(A)(1)(D) 5 d432205dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation, at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation. THE OFFER AND WITHDRA |
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| August 2, 2017 |
EX-99.(D)(7) 14 d432205dex99d7.htm EX-99.(D)(7) Exhibit (d)(7) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 17, 2017, is by and among Sizmek Inc., a Delaware corporation (“Parent”), Fuel Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on Schedule A hereto (each, |
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| August 2, 2017 |
EX-99.(a)(5)(A) Exhibit (a)(5)(A) Sizmek Commences Tender Offer for All Outstanding Shares of Rocket Fuel ? Previously-Announced Offer Price of $2.60 Per Share in Cash ? NEW YORK, New York, REDWOOD CITY, California, August 2, 2017 ? Rocket Fuel Inc. (NASDAQ: FUEL) (?Rocket Fuel?) and Sizmek Inc. (?Sizmek?) today announced that Fuel Acquisition Co., a wholly owned subsidiary of Sizmek, has commence |
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| August 2, 2017 |
EX-99.(A)(1)(B) 3 d432205dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation THE OFFER AND WITHDRAWAL RIGHTS WI |
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| August 2, 2017 |
EX-99.(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated August 2, 2017, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (nor wil |
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| July 18, 2017 |
facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.8 9 d412121dex998.htm EX-99.8 Exhibit 99.8 From: Mark Grether To: [email protected] Subject line: Sizmek to Acquire Rocket Fuel: Valuable Resources for You Body: Hi everyone, I strongly encourage you to join the all-hands company meeting at 10:30am EST today. It will provide you with a better understanding of why we’re entered into a definitive acquisition agreement with Rocket Fu |
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| July 18, 2017 |
facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.4 Exhibit 99.4 Sizmek to Acquire Rocket Fuel ? FAQ ? Sizmek Employees Internal-Use Only Background On July 18, 2017, Sizmek announced that we have entered into a definitive acquisition agreement with Rocket Fuel, an industry leading predictive marketing platform that uses AI to anticipate optimal consumer response to messaging. Under the terms of the agreement, Sizmek, backed by Vector Capit |
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| July 18, 2017 |
facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.7 Exhibit 99.7 From: Mark Grether Subject line: Sizmek to Acquire Rocket Fuel I?m excited to announce Sizmek entered into a definitive agreement to acquire Rocket Fuel, a true leader in predictive marketing. The acquisition brings together two of the world?s most respected names in advertising technology, to create the largest independent marketing platform built for agencies and brands. It |
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| July 18, 2017 |
facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.6 7 d412121dex996.htm EX-99.6 Exhibit 99.6 From: Mark Grether To: [email protected] Subject line: Sizmek to Acquire Rocket Fuel Hi team, We just announced that Sizmek entered into a definitive agreement to acquire Rocket Fuel, an industry leading predictive marketing platform. The deal values Rocket Fuel at approximately $145 million and brings together two of the world’s most res |
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| July 18, 2017 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ROCKET FUEL INC. (Name of Subject Company (Issuer)) SIZMEK INC. FUEL ACQUISITION CO. (Name of Filing Persons (Offerors)) VECTOR CAPITAL IV, L.P. (Name of Filing Persons (Others)) COMMON STOCK, PAR |
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| July 18, 2017 |
# # # facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.1 Exhibit 99.1 Sizmek to Acquire Rocket Fuel, Creating Industrys First Predictive Omni-Channel Marketing Platform Serving Agencies and Brands Deal values Rocket Fuel at approximately $145 million; Brings together marketing-centric AI and creative optimization to form an unparalleled data activation platform at global scale New York, July 18, 2017 Sizmek Inc., the largest people-based crea |
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| July 18, 2017 |
facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.5 Exhibit 99.5 Sizmek to Acquire Rocket Fuel?Talking Points for Conversations with Clients We know your clients and even some prospects will have questions about our definitive acquisition agreement with Rocket Fuel. To help guide your conversations, we?ve created this document with key talking points. We?ll continue to update you with more information that you can share when the deal closes |
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| July 18, 2017 |
facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com EX-99.2 Exhibit 99.2 Sizmek Acquires Rocket Fuel, Redefines the boundaries of creative possibility and media execution This morning we announced that Sizmek entered into a definitive agreement to acquire Rocket Fuel, a true leader in predictive marketing. The acquisition brings together two of the world?s most respected names in advertising technology, to create the largest independent marketing p |
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| July 18, 2017 |
EX-99.3 Exhibit 99.3 Introduction Mark Grether 2017.07.18 Cautions Regarding Forward-Looking Statements This presentation contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (?Rocket Fuel?) by Sizmek Inc. (?Sizmek?), the capabilities of the combined company following the acquisition, and Rocket Fuel?s expectations for its Me |
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| October 7, 2016 |
15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36219 SIZMEK INC. (Exact name of registrant as specified in its c |
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| September 30, 2016 |
SZMK / Sizmek Inc / GARDNER LEWIS ASSET MANAGEMENT L P Activist Investment SC 13D/A 1 SMZK0930.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sizmek, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83013P105 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Len Sorgini, Chief Compliance Officer 285 Wilmington West Chester Pike |
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| September 30, 2016 |
SZMK / Sizmek Inc / GARDNER LEWIS ASSET MANAGEMENT L P Activist Investment SC 13D/A 1 SMZK0930-3.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sizmek, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83013P105 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Len Sorgini, Chief Compliance Officer 285 Wilmington West Chester Pik |
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| September 30, 2016 |
Sizmek 3D/A (Activist Acquisition of More Than 5% of Shares) Amendment No. 2 to the Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sizmek, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83013P105 (CUSIP Number) Gardner Lewis Asset Management, L.P. Attn: Len Sorgini, Chief Compliance Officer 285 Wilmington West |
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| September 29, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Post-Effective Amendment No. |
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| September 27, 2016 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIZMEK INC. EX-3.1 2 exhibit3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIZMEK INC. FIRST The name of the Corporation is Sizmek Inc. (the “Corporation”). SECOND The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware, 19801. The name of its registered agent at such addr |
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| September 27, 2016 |
8-K 1 zk1619031.htm 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) September 27, 2016 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission |
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| September 27, 2016 |
BY-LAWS OF SIZMEK INC. A Delaware corporation (Adopted as of September 27, 2016) ARTICLE I EX-3.2 3 exhibit3-2.htm EXHIBIT 3.2 Exhibit 3.2 BY-LAWS OF SIZMEK INC. A Delaware corporation (Adopted as of September 27, 2016) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at c/o Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the corporation's |
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| September 27, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 3) SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number |
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| September 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number |
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| September 19, 2016 |
EX-99.(a)(5)(D) Exhibit (a)(5)(D) EFiled: Sep 07 2016 03:57PM EDT Transaction ID 59527018 Case No. 12726- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOEL ELLIS, ) ) Plaintiff, ) ) v. ) ) SIZMEK INC., JOHN R. HARRIS, ) Civil Action No. NEIL H. NGUYEN, SCOTT K. ) GINSBURG, ADAM KLEIN, CECIL ) H. MOORE, STEPHEN RECHT, ) VECTOR CAPITAL, SOLOMON ) HOLDING, LLC, and SOLOMON ) MERGER SUBSIDIARY, I |
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| September 19, 2016 |
EX-99.(a)(5)(E) Exhibit (a)(5)(E) IN THE UNITED STATES DISTRICT COURT WESTERN DISTRICT OF TEXAS AUSTIN DIVISION JOSEPH BURNS, Individually and on Behalf : of All Others Similarly Situated, : : Civil Action No. Plaintiff, : : v. : CLASS ACTION COMPLAINT FOR : VIOLATIONS OF SECTIONS 13(e), JOHN R. HARRIS, NEIL H. NGUYEN, : 14(a) AND 20(a) OF THE SECURITIES SCOTT K. GINSBURG, XAVIER A. : EXCHANGE ACT |
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| September 19, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 SIZMEK INC. (Name of Subject Company (Issuer)) SOLOMON MERGER SUBSIDIARY, INC. SOLOMON HOLDING, LLC (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), LTD. VECTOR CAPITAL IV, |
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| September 6, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number |
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| September 6, 2016 |
EX-99.(a)(5)(C) Exhibit (a)(5)(C) EFiled: Sep 02 2016 03:34PM EDT Transaction ID 59507837 Case No. 12718- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE STEVEN PENZA, on behalf of himself and all other similarly situated stockholders of SIZMEK, INC. Plaintiff, C.A. No. v. JOHN R. HARRIS, NEIL H. NGUYEN, SCOTT K. GINSBURG, ADAM KLEIN, CECIL H. MOORE JR. and STEPHEN E. RECHT, Defendants. VERIFIED |
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| September 6, 2016 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 SIZMEK INC. (Name of Subject Company (Issuer)) SOLOMON MERGER SUBSIDIARY, INC. SOLOMON HOLDING, LLC (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), LTD. VECTOR CAPITAL IV, |
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| August 29, 2016 |
EX-99.(a)(2)(A) Exhibit (a)(2)(A) August 29, 2016 To Our Stockholders: We are pleased to inform you that, on August 3, 2016, Sizmek Inc. (the ?Company?) entered into a merger agreement providing for the acquisition of the Company by Solomon Holding, LLC (?Solomon?), an affiliate of funds managed by Vector Capital Management, L.P. In accordance with the merger agreement Solomon, through a wholly ow |
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| August 29, 2016 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 29, 2016 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of SIZMEK INC., a Delaware corporation, at $3.90 NET PER SHARE Pursuant to the Offer to Purchase dated August 29, 2016 by SOLOMON MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly-owned subsidiary of SOLOMON HOLDING, LLC, a Delaware limited liability company. THE OFFER AND WITHDRAWAL RIGH |
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| August 29, 2016 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of SIZMEK INC. at $3.90 Net Per Share by SOLOMON MERGER SUBSIDIARY, INC., a wholly-owned subsidiary of SOLOMON HOLDING, LLC THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF SEPTEMBER 26, 2016, UNLESS THE OFFER IS EXTENDED. The Offer ( |
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| August 29, 2016 |
EX-99.(d)(2) Exhibit (d)(2) March 23, 2016 Vector Capital Management, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 Attention: Alex Beregovsky Re: Confidentiality Agreement Ladies and Gentlemen: In connection with Vector Capital Management, L.P.?s (?you? or ?your?) consideration of a possible negotiated transaction with (a ?Possible Transaction?) Sizmek, Inc. and |
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| August 29, 2016 |
EX-99.(A)(1)(B) 3 d246786dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of SIZMEK INC., a Delaware corporation at $3.90 NET PER SHARE Pursuant to the Offer to Purchase dated August 29, 2016 by SOLOMON MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly-owned subsidiary of SOLOMON HOLDING, LLC, a Delaware limited liability company THE |
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| August 29, 2016 |
EX-99.(A)(1)(E) 6 d246786dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of SIZMEK INC., a Delaware corporation, at $3.90 NET PER SHARE Pursuant to the Offer to Purchase dated August 29, 2016 by SOLOMON MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly-owned subsidiary of SOLOMON HOLDING, LLC, a Delaware limited liability |
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| August 29, 2016 |
EX-99.(A)(5)(B) Exhibit (a)(5)(B) CC-16-04241-D WILLIAM DELTAC, individually and on behalf of all others similarly situated, Plaintiff, v. SIZMEK INC., NEIL H. NGUYEN, SCOTT K. GINSBURG, JOHN R. HARRIS, XAVIER A. GUTIERREZ, ADAM KLEIN, CECIL H. MOORE JR., and STEPHEN E. RECHT, Defendants. IN THE COUNTY COURT AT LAW NO. DALLAS COUNTY, TEXAS CLASS ACTION PETITION Plaintiff William Deltac (?Plaintiff |
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| August 29, 2016 |
EX-99.(a)(1)(H) Exhibit (a)(1)(H) Vector Capital Commences Tender Offer for All Outstanding Shares of Sizmek ? Previously-Announced Offer Price of $3.90 Per Share in Cash ? AUSTIN, Texas, August 29, 2016 ? Sizmek Inc. (NASDAQ: SZMK) ( ?Sizmek? or the ?Company?) and Vector Capital (?Vector?) today announced that Solomon Merger Subsidiary, Inc. has commenced the previously-announced tender offer for |
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| August 29, 2016 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIZMEK INC. (Name of Subject Company (Issuer)) SOLOMON MERGER SUBSIDIARY, INC. SOLOMON HOLDING, LLC (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), LTD. VECTOR CAPITAL IV, L.P. VECTOR CAPIT |
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| August 29, 2016 |
EX-99.(a)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated August 29, 2016, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (nor wi |
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| August 29, 2016 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of SIZMEK INC., a Delaware corporation, at $3.90 NET PER SHARE Pursuant to the Offer to Purchase dated August 29, 2016 by SOLOMON MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly-owned subsidiary of SOLOMON HOLDING, LLC, a Delaware limited liability company THE OFFER AND WITHDRAWAL RIGH |
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| August 29, 2016 |
EX-99.(a)(5)(A) Exhibit (a)(5)(A) FILED 8/11/2016 4:47:31 PM JOHN F. WARREN COUNTY CLERK DALLAS COUNTY CC-16-04043-D MSS 12-09 TRUST, On Behalf of Itself and All Others Similarly Situated, Plaintiff, IN THE COUNTY COURT v. AT LAW NO. SIZMEK, INC., NEIL H. NGUYEN, SCOTT K. GINSBURG, XAVIER A. GUTIERREZ, JOHN R. HARRIS, ADAM KLEIN, CECIL H. MOORE JR., STEPHEN E. RECHT, VECTOR CAPITAL, SOLOMON HOLDIN |
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| August 29, 2016 |
EX-99.(d)(4) Exhibit (d)(4) Vector Capital IV, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 August 3, 2016 Solomon Holding, LLC c/o Vector Capital Corporation One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or res |
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| August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number of Class of Secur |
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| August 22, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number of Class of Secur |
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| August 11, 2016 |
Strongly urges Sizmek Inc. shareholders to NOT tender shares into upcoming offer. Exhibit (a)(1) SIZMEK INC. (NASDAQ: SZMK) LARGEST SHAREHOLDER ALEX MERUELO OPPOSES SALE TO VECTOR CAPITAL Strongly urges Sizmek Inc. shareholders to NOT tender shares into upcoming offer. LOS ANGELES, CA ? Aug 11, 2016 /PRNewswire/ ? Alex Meruelo, the largest beneficial shareholder of Sizmek Inc. (NASDAQ:SZMK) (?Company? or ?Sizmek?), stated today that he is in strong opposition to the sale of Siz |
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| August 11, 2016 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D?9 SOLICITATION/ RECOMMENDATION STATEMENT UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 SIZMEK INC. (Name of Subject Company (issuer)) ALEX MERUELO LIVING TRUST MERUELO INVESTMENT PARTNERS LLC ALEX MERUELO (Names of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share |
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| August 9, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2016 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or Other Jurisdiction of Incorporation) (Com |
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| August 9, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 3, 2016 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or Other Jurisdiction of Incorporation) (Com |
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| August 9, 2016 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of August 3, 2016 among SIZMEK INC., SOLOMON HOLDING, LLC and SOLOMON MERGER SUBSIDIARY, INC. TABLE OF CONTENTS PAGE ARTICLE 1. DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 10 ARTICLE 2. THE OFFER Section 2.01 The Offer 11 Section 2.02 Company Action 13 ARTICLE 3. THE MERGER |
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| August 9, 2016 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of August 3, 2016 among SIZMEK INC., SOLOMON HOLDING, LLC and SOLOMON MERGER SUBSIDIARY, INC. TABLE OF CONTENTS PAGE ARTICLE 1. DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 10 ARTICLE 2. THE OFFER Section 2.01 The Offer 11 Section 2.02 Company Action 13 ARTICLE 3. THE MERGER |
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| August 9, 2016 |
Sizmek 10-Q (Quarterly Report) zk1618782.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36 |
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| August 4, 2016 |
Exhibit 99.5 August 4, 2016 Sizmek Inc. Board of Directors c/o John R. Harris 500 West 5th Street, Suite 900 Austin, TX 78701 RE: Opposition to Acquisition of Sizmek Inc. by Vector Capital Dear Members of the Board: I write you to express my strong opposition to the acquisition of Sizmek Inc. by Vector Capital announced yesterday. As you are very well aware, I am Sizmek’s largest shareholder, and |
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| August 4, 2016 |
SZMK / Sizmek Inc / Meruelo Alex Living Trust - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Sizmek Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83013P105 (CUSIP Number) Joe Marchica Meruelo Investment Partners LLC 9550 Firestone Blvd., Suite 105 Downey, California 90241 (562) 745-2307 (Name, Address and Telephone Number of P |
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| August 3, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number of Class of Secur |
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| August 3, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SIZMEK INC. (Name of Subject Company) SIZMEK INC. (Name of Persons Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 83013P105 (CUSIP Number of Class of Secur |
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| August 3, 2016 |
SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 SIZMEK INC. (Name of Subject Company (Issuer)) SOLOMON HOLDING, LLC SOLOMON MERGER SUBSIDIARY, INC. (Name of Filing Persons (Offerors)) VECTOR CAPITAL IV, L.P. (Names of Filing Persons (Others)) C |
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| August 3, 2016 |
SIZMEK REPORTS SECOND QUARTER 2016 RESULTS EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS SECOND QUARTER 2016 RESULTS · Q2 Revenue of $48.9 million, a 22% Increase; Core Products Revenue Increases 47% · Q2 Net Loss Improves 87% to $1.0 million · Adjusted EBITDA1 Grows 88% to $5.5 million Austin, TX — August 3, 2016 — Sizmek Inc. (NASDAQ: SZMK) |
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| August 3, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 zk1618809.htm 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) August 3, 2016 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS |
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| August 3, 2016 |
Exhibit 99.4 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?), dated as of August 3, 2016, is by and among Solomon Holding, LLC, a Delaware limited liability company (?Parent?), Solomon Merger Subsidiary, Inc., a Delaware corporation (?Merger Subsidiary?), and each of the Persons set forth on Schedule A hereto (each, a ?Stockholder?). WHEREAS, as of the date hereof, |
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| August 3, 2016 |
Exhibit 99.3 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this ?Agreement?), dated as of August 3, 2016, is by and among Solomon Holding, LLC, a Delaware limited liability company (?Parent?), Solomon Merger Subsidiary, Inc., a Delaware corporation (?Merger Subsidiary?), and each of the Persons set forth on Schedule A hereto (each, a ?Stockholder?). WHEREAS, as of the date hereof, |
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| August 3, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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) August 3, 2016 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) |
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| August 3, 2016 |
EX-2.1 2 a16-160691ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER dated as of August 3, 2016 among SIZMEK INC., SOLOMON HOLDING, LLC and SOLOMON MERGER SUBSIDIARY, INC. TABLE OF CONTENTS PAGE ARTICLE 1. DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitional and Interpretative Provisions 10 ARTICLE 2. THE OFFER Section 2.01 The Offer 11 Section 2.02 Comp |
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| August 3, 2016 |
Exhibit 99.1 LIMITED GUARANTEE This LIMITED GUARANTEE, dated as of August 3, 2016 (this ?Limited Guarantee?), is made by Vector Capital IV, L.P. (the ?Guarantor?), in favor of Sizmek Inc., a Delaware corporation (the ?Company?). Reference is hereby made to that certain Agreement and Plan of Merger, dated on the date hereof (as the same may be amended, modified or restated in accordance with the te |
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| August 3, 2016 |
EX-99.2 4 a16-160691ex99d2.htm EX-99.2 Exhibit 99.2 TENDER AND VOTING AGREEMENT This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of August 3, 2016, is by and among Solomon Holding, LLC, a Delaware limited liability company (“Parent”), Solomon Merger Subsidiary, Inc., a Delaware corporation (“Merger Subsidiary”), and each of the Persons set forth on Schedule A hereto (each, a “Stockhol |
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| May 10, 2016 |
Sizmek 10-Q (Quarterly Report) 10-Q 1 zk1618438.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N |
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| May 10, 2016 |
SIZMEK REPORTS FIRST QUARTER 2016 RESULTS exhibit99-1.htm Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS FIRST QUARTER 2016 RESULTS ? First Quarter Revenues Grow 10% to $40.5 million; Increasing 12% on an FX Adjusted Basis ? Core Revenues Increase 32%, Driven by 395% Growth in Mobile Revenue Austin, TX. ? May 10, 2016 ? Sizmek Inc. (NASDAQ: SZMK), a global ad management company th |
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| May 10, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 zk1618481.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) May 10, 2016 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Emplo |
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| April 22, 2016 |
zk1618355.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file |
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| March 11, 2016 |
zk1618185.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36219 |
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| March 11, 2016 |
Exhibit 21.1 SIZMEK INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Sizmek Technologies Inc. United States Sizmek Technologies Ltd. Israel Sizmek Technologies Mexico SA DE CV Mexico Sizmek Technologies K.K. Japan Sizmek Technologies Ltd United Kingdom Sizmek Propaganda Digital Do Brazil LTDA Brazil MediaMind Technologies (Shanghai) Ltd. P.R. Ch |
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| February 11, 2016 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 zk1618009.htm 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) February 11, 2016 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission ( |
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| February 11, 2016 |
SIZMEK REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS exhibit99-1.htm Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS FOURTH QUARTER AND FULL YEAR 2015 RESULTS ? 2015 Core Revenues Increase 20% (26% on a constant currency basis) ? Fourth Quarter Total Revenues Grow 13% (18% on a constant currency basis) ? Fourth Quarter Mobile Revenues Increase 488% (520% on a constant currency basis) Austin, |
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| February 10, 2016 |
SZMK / Sizmek Inc / Roumell Asset Management, LLC - SIZMEK SCHEDULE 13G/A 2-9-16 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Sizmek Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 83013P105 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| November 24, 2015 |
8-K 1 zk1517653.htm 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) November 18, 2015 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission ( |
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| November 24, 2015 |
SIZMEK INC. ANNOUNCES ORGANIZATIONAL CHANGES exhibit99-1.htm Exhibit 99.1 SIZMEK INC. ANNOUNCES ORGANIZATIONAL CHANGES ? Sales Organization Split To Focus On Two Regions, Reporting to CEO ? CFO Assumes Additional Administrative Responsibilities AUSTIN, Texas, Nov. 24, 2015 - Sizmek Inc. (NASDAQ:SZMK), a global open ad management company that delivers multiscreen campaigns, announced today changes to its organizational structure. To accelerat |
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| November 17, 2015 |
Sizmek Inc. To Repurchase Shares Under Previously Approved Share Buyback Program EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99.1 Sizmek Inc. To Repurchase Shares Under Previously Approved Share Buyback Program AUSTIN, Texas, Nov. 17, 2015 - Sizmek Inc. (NASDAQ:SZMK), a global open ad management company that delivers multiscreen campaigns, announced today that it plans to repurchase shares under the $15 million share buyback program approved by the Board of Directors in Aug |
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| November 17, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 zk1517614.htm 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) November 17, 2015 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission ( |
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| November 12, 2015 |
SIZMEK REPORTS THIRD QUARTER 2015 RESULTS EX-99.1 2 a15-227651ex99d1.htm EX-99.1 Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS THIRD QUARTER 2015 RESULTS · Core Business Revenues Grow 30% on foreign currency adjusted basis · Mobile Revenues Increase over 300% fueled by HTML 5 adoption · Acquisition of Dynamic Creative Solutions business will leverages platform investment Austin, |
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| November 12, 2015 |
8-K 1 a15-2276518k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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) November 12, 2015 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37 |
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| November 12, 2015 |
EX-99.2 3 a15-227651ex99d2.htm EX-99.2 Exhibit 99.2 For more information contact JoAnn Horne Market Street Partners 415/445-3233 SIZMEK ACQUIRES DYNAMIC CREATIVE OPTIMIZATION BUSINESS, CREATING LEADING DCO SOLUTION IN DIGITAL ADVERTISING AUSTIN, TX, November 12, 2015 — Sizmek, Inc. (Nasdaq:SZMK), a leading open ad management platform company for multiscreen campaigns, announced today it has acquir |
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| November 4, 2015 |
Submission of Matters to a Vote of Security Holders 8-K 1 a15-2231018k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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) November 3, 2015 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37- |
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| September 24, 2015 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 24, 2015 |
Sizmek DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
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| August 12, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a15-1753218k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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) August 12, 2015 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1 |
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| August 12, 2015 |
SIZMEK REPORTS SECOND QUARTER 2015 RESULTS Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS SECOND QUARTER 2015 RESULTS ? Repositioned Sales Force Gaining Traction with Global Wins ? Enhanced Mobile Programmatic Solution to Drive 2H Revenues Austin, TX. ? August 12, 2015 ? Sizmek Inc. (NASDAQ: SZMK), a global open ad management company that delivers multiscreen campaigns, today repor |
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| May 14, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) May 14, 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) F |
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| May 14, 2015 |
SIZMEK REPORTS FIRST QUARTER 2015 RESULTS Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS FIRST QUARTER 2015 RESULTS ? Company Accelerates its Programmatic Strategy with Acquisition of StrikeAd ? Mobile Revenues Increase 103% Over Prior Year ? PF Adjusted EBITDA Grows 23% on a Constant Dollar Basis Over Prior Year Austin, TX. ? May 14, 2015 ? Sizmek Inc. (NASDAQ: SZMK), a global op |
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| March 19, 2015 |
SZMK / Sizmek Inc / Meruelo Alex Living Trust - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Sizmek Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83013P105 (CUSIP Number) Xavier Gutierrez Meruelo Investment Partners LLC 9550 Firestone Blvd., Suite 105 Downey, California 90241 (562) 745-2339 (Name, Address and Telephone Number |
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| March 19, 2015 |
AMENDMENT TO MERUELO AGREEMENT Exhibit 99.4 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 us |
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| March 16, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a15-662318k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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 37-174 |
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| March 16, 2015 |
AMENDMENT TO MERUELO AGREEMENT 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 us |
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| March 5, 2015 |
SIZMEK, INC. INCREASES TOTAL SHARE REPURCHASE AUTHORIZATION TO $30 MILLION EX-99.1 2 a15-60791ex99d1.htm EX-99.1 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 |
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| March 5, 2015 |
8-K 1 a15-607918k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES 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) Delaware 001-36219 37-1744 |
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| February 20, 2015 |
EX-99.3 2 a15-49321ex99d3.htm EX-99.3 Exhibit 99.3 February 13, 2015 John Harris Chairman of the Board of Directors Sizmek Inc. 401 Park Avenue South, 5th Floor New York, New York 10016 Dear John: Reference is made to that certain agreement by and between the Meruelo Stockholders and Digital Generation, Inc., the predecessor of Sizmek Inc. (the “Company”), dated as of October 3, 2013 (the “Agreeme |
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| February 20, 2015 |
SZMK / Sizmek Inc / Meruelo Alex Living Trust - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Sizmek Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83013P105 (CUSIP Number) Xavier Gutierrez Meruelo Investment Partners LLC 9550 Firestone Blvd., Suite 105 Downey, California 90241 (562) 745-2339 (Name, Address and Telephone Number |
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| February 19, 2015 |
SIZMEK REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS EX-99.1 2 a15-48211ex99d1.htm EX-99.1 Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS FOURTH QUARTER AND FULL YEAR 2014 RESULTS · Full Year Revenue and Adjusted EBITDA Exceed Expectations · Full Year Core Products Revenue Grows 30%, Led By Mobile and Video Austin, TX. — February 19, 2015 — Sizmek Inc. (NASDAQ: SZMK), a global open ad manage |
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| February 19, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) February 19, 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 incorporati |
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| February 9, 2015 |
SZMK / Sizmek Inc / Bauer Charles Douglas Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1) Sizmek Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83013P105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 9, 2015 |
SZMK / Sizmek Inc / Roumell Asset Management, LLC - SIZMEK SCHEDULE 13G 2-9-15 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sizmek Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 83013P105 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| November 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) November 13, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Employer incorporati |
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| November 13, 2014 |
Submission of Matters to a Vote of Security Holders 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) November 11, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Employer incorporati |
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| November 13, 2014 |
Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS THIRD QUARTER 2014 RESULTS Core Business Grows 30%, Driven by Mobile, Video and Data Driven Products Austin, Tx. — November 13, 2014 — Sizmek Inc. (NASDAQ: SZMK), a global open ad management company that delivers multiscreen campaigns, today reported financial results for the third quarter end |
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| November 3, 2014 |
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) November 3, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Employer incorporatio |
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| November 3, 2014 |
SECOND AMENDED AND RESTATED BYLAWS OF SIZMEK INC. (a Delaware corporation) EX-3.1 2 a14-235651ex3d1.htm EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED BYLAWS OF SIZMEK INC. (a Delaware corporation) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II. MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Advance Notice Procedures for |
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| October 27, 2014 |
SZMK / Sizmek Inc / Bauer Charles Douglas Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sizmek Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83013P105 (CUSIP Number) October 15, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f |
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| October 14, 2014 |
SZMK / Sizmek Inc DEF 14A - - DEF 14A QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 9, 2014 |
SIZMEK ANNOUNCES MANAGEMENT CHANGES, PROVIDES PRELIMINARY THIRD QUARTER 2014 OUTLOOK Exhibit 99.2 For additional information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK ANNOUNCES MANAGEMENT CHANGES, PROVIDES PRELIMINARY THIRD QUARTER 2014 OUTLOOK Austin, TX — October 9, 2014 — Sizmek Inc. (NASDAQ: SZMK), a global open ad management company that delivers multiscreen campaigns, announced today that Neil Nguyen, the Company’s CEO and President, will lead the sales |
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| October 9, 2014 |
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) October 7, 2014 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 |
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| October 9, 2014 |
Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK APPOINTS EXPERIENCED TECHNOLOGY EXECUTIVE AS CHIEF FINANCIAL OFFICER Ken Saunders Brings Extensive Financial Background to Role Austin, TX — October 9, 2014 — Sizmek Inc. (NASDAQ: SZMK), a global open ad management company that delivers multiscreen campaigns, today announced that it has appointed Ken |
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| September 10, 2014 |
Financial Statements and Exhibits, Other Events 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) September 10, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Employer incorporat |
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| September 10, 2014 |
Sizmek Schedules 2014 Annual Meeting Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 Sizmek Schedules 2014 Annual Meeting New York, NY — September 10, 2014 — Sizmek Inc. (NASDAQ: SZMK), a global open ad management company that delivers multiscreen campaigns, today announced that its Board of Directors has set November 11, 2014 as the date for its 2014 Annual Meeting of Stockholders for stock |
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| August 11, 2014 |
SIZMEK REPORTS SECOND QUARTER 2014 RESULTS Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK REPORTS SECOND QUARTER 2014 RESULTS · Pro forma Adjusted EBITDA Increases 25% to $6.9 million · Instream Video Revenues Increase 101%; Mobile Grows 58% · Company Expands Mobile Capabilities With Acquisition of Aerify Media · Board of Directors Approves $15 million Share Repurchase Program New York, NY |
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| August 11, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) August 11, 2014 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 |
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| July 1, 2014 |
SZMK / Sizmek Inc / Meruelo Alex Living Trust - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Sizmek Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83013P105 (CUSIP Number) Xavier Gutierrez Meruelo Investment Partners LLC 9550 Firestone Blvd., Suite 105 Downey, California 90241 (562) 745-2339 (Name, Address and Telephone Number o |
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| July 1, 2014 |
Exhibit 24.1 Joint Filing Agreement Joint Filing Agreement and Power of Attorney Each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by or of such party under Section 13 or Section 16 of the Securities Exchange Act of 1934 or any rule or regulation thereunder and any amendment, restatement, supplement, modification or exhibit of or to such filing |
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| May 20, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 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) May 20, 2014 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) F |
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| May 20, 2014 |
Investor Day Presentation Neil Nguyen CEO & President Exhibit 99.1 Investor Day Presentation Neil Nguyen CEO & President Risks and Uncertainties Cautionary Note Regarding Forward-Looking Statements Statements contained herein regarding our current expectations, estimates and projections about our operations, industry, financial condition, performance, results of operations, and liquidity constitute forward-looking statements within the meaning of the |
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| May 6, 2014 |
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) May 6, 2014 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) Fi |
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| May 6, 2014 |
Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 Sizmek Reports First Quarter 2014 Results · First quarter revenues increase 13% · Pro forma Adjusted EBITDA increases to $1.9 million New York, NY — May 6, 2014 — Sizmek Inc. (NASDAQ: SZMK), a leading open ad management platform company servicing over 5,000 agencies and with representatives in 48 countries, |
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| April 16, 2014 |
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 April 14, 2014 Date of Report (date of earliest event reported) SIZMEK INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 001-36219 (Commission File No.) 37-1744624 (I.R.S. E |
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| April 11, 2014 |
EXHIBIT 16.1 April 11, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated April 11, 2014, of Sizmek Inc. and are in agreement with the statements contained in the third and fourth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & |
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| April 11, 2014 |
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 April 10, 2014 Date of Report (date of earliest event reported) SIZMEK INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 001-36219 (Commission File No.) 37-1744624 (I.R.S. E |
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| March 27, 2014 |
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 March 21, 2014 Date of Report (date of earliest event reported) SIZMEK INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 001-36219 (Commission File No.) 37-1744624 (I.R.S. E |
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| March 27, 2014 |
Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 SIZMEK SELECTS AUSTIN, TEXAS FOR NEW CORPORATE HEADQUARTERS CFO to Leave Company in Conjunction with Relocation Dallas, TX — March 27, 2014 — Sizmek Inc. (NASDAQ: SZMK), an open ad management platform company servicing over 5,000 agencies and with representatives in 48 countries, today announced that it plan |
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| March 14, 2014 |
10-K 1 a2218618z10-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 Or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| March 10, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 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, 2014 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) |
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| March 10, 2014 |
Investor Presentation Craig Holmes, CFO Exhibit 99.1 Investor Presentation Craig Holmes, CFO This presentation may contain forward-looking statements, including, without limitation, statements regarding financial guidance, business strategy, new products and services, customer prospects, expectations, goals, and industry conditions, which are based on Company management’s current beliefs. Readers and participants are cautioned to read t |
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| March 6, 2014 |
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 March 2, 2014 Date of Report (date of earliest event reported) SIZMEK INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 001-36219 (Commission File No.) 37-1744624 (I.R.S. Em |
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| February 21, 2014 |
Exhibit 99.1 Sizmek Inc. Summary Quarterly Pro Forma Non-GAAP Financial Information Basis of Presentation Description 2013 The reported financial statements and schedules for Sizmek reflect the combined historical results of operations for Digital Generation, Inc.’s (DG) online business conducted through its online subsidiaries and an allocable portion of certain DG corporate expenses. These combi |
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| February 21, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) February 21, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Employer incorporati |
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| February 18, 2014 |
SZMK / Sizmek Inc / GINSBURG SCOTT K - BENEFICIAL OWNERSHIP OF 5% OR MORE Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sizmek Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 83013P105 (CUSIP Number) Scott K. Ginsburg Sizmek Inc. 750 W. John Carpenter Freeway, Suite 401 Irving, TX 75039 (972) 581-2000 (Name, Address and Telephone Number |
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| February 18, 2014 |
Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 Sizmek Reports Fourth Quarter and Full Year 2013 Results · Fourth quarter revenues increase 16%, full year revenues increase 15% · Fourth quarter Adjusted EBITDA increases 42%, full year Adjusted EBITDA increases 112% Dallas, TX — February 18, 2014 — Sizmek Inc. (NASDAQ: SZMK), an open ad management platform |
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| February 18, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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) February 18, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of (Commission (IRS Employer incorporati |
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| February 14, 2014 |
SIZMEK INC. 2014 INCENTIVE AWARD PLAN ARTICLE 1. Exhibit 99.1 SIZMEK INC. 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of Sizmek Inc. 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of Sizmek Inc. (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of Company stockholders and by p |
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| February 14, 2014 |
- SECURITIES TO BE OFFERED TO EMPLOYEES PURSUANT TO EMPLOYEE BENEFIT PLANS As filed with the Securities and Exchange Commission on February 14, 2014 Registration No. |
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| February 11, 2014 |
Exhibit 2.1 Execution Version SEPARATION AND REDEMPTION AGREEMENT By and between DIGITAL GENERATION, INC. and SIZMEK INC. Dated as of February 6, 2014 TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II THE SEPARATION Section 2.1 Timing and Conditions 2 Section 2.2 Contributions 2 Section 2.3 Assumption 5 Section 2.4 Governmental Approvals; Consents 6 Section 2.5 Deferred Transfers 6 Section 2.6 Te |
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| February 11, 2014 |
Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (including all Schedules hereto, this “Agreement”), dated as of February 6, 2014, is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and Sizmek Inc., a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings asc |
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| February 11, 2014 |
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) February 6, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 11, 2014 |
TRANSITION SERVICES AGREEMENT dated as of February 6, 2014 SIZMEK INC. DIGITAL GENERATION, INC. Exhibit 10.1 TRANSITION SERVICES AGREEMENT dated as of February 6, 2014 between SIZMEK INC. and DIGITAL GENERATION, INC. TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (together with the Schedules attached hereto, this “Agreement”) is entered into as of February 6, 2014 (this “Agreement”), by and between Sizmek Inc., a Delaware corporation (“SpinCo”), and Digital Generation, Inc. |
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| February 11, 2014 |
Exhibit 10.2 TAX MATTERS AGREEMENT This Tax Matters Agreement (this “Agreement”), dated as of February 6, 2014, is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and Sizmek Inc., a Delaware corporation (“SpinCo” and together with DG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to su |
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| February 7, 2014 |
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) February 7, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 7, 2014 |
Exhibit 99.1 DG Transaction Spawns Launch of Sizmek Online Ad Tech Company Move Signals Close to $485 Million Sale of DG TV Business to Extreme Reach Friday, February 7, 2014, New York, NY - Signaling the close of the sale of its TV distribution assets to Extreme Reach for $485 million plus cash and working capital from DG’s television business, DG has spun off its online business into a new onlin |
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| February 4, 2014 |
AMENDED AND RESTATED BYLAWS OF SIZMEK INC. (a Delaware corporation) Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SIZMEK INC. (a Delaware corporation) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II. MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Advance Notice Procedures for Business Brought Before a Meeting 2 Section |
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| February 4, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE NEW ONLINE COMPANY EX-3.1 2 a14-50191ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE NEW ONLINE COMPANY The New Online Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: 1. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware |
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| February 4, 2014 |
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) February 4, 2014 Sizmek Inc. (Exact name of registrant as specified in its charter) Delaware 001-36219 37-1744624 (State or other jurisdiction of incorporation) (Commission File Number |
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| February 4, 2014 |
INFORMATION STATEMENT The New Online Company Common Stock (par value $0.001 per share) Table of Contents EXHIBIT 99.1 INFORMATION STATEMENT The New Online Company Common Stock (par value $0.001 per share) This information statement is being furnished in connection with the distribution by Digital Generation, Inc. ("DG") to its stockholders of all of the outstanding shares of common stock of The New Online Company ("The New Online Company"), a wholly-owned subsidiary of DG that will |
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| February 4, 2014 |
The New Online Company Changes its Name to Sizmek Inc. Exhibit 99.1 For more information contact: JoAnn Horne Market Street Partners 415/445-3233 The New Online Company Changes its Name to Sizmek Inc. Dallas, TX — February 4, 2014 — The New Online Company, a wholly owned subsidiary of Digital Generation, Inc. (NASDAQ: DGIT), the world’s leading independent ad management and distribution platform, announced today that it will now operate around the wor |
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| February 4, 2014 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on February 4, 2014 File No. |
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| January 31, 2014 |
[The New Online Company Letterhead] January 31, 2014 VIA EDGAR Re: The New Online Company Registration Statement on Form 10-12B File No. |
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| January 13, 2014 |
[The New Online Company Letterhead] January 13, 2014 VIA EDGAR Re: The New Online Company Registration Statement on Form 10-12B File No. |
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| January 10, 2014 |
[The New Online Company Letterhead] January 10, 2014 VIA EDGAR Re: The New Online Company Registration Statement on Form 10-12B File No. |
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| January 10, 2014 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on January 10, 2014 File No. |
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| January 10, 2014 |
[The New Online Company Letterhead] January 10, 2014 VIA EDGAR Re: The New Online Company Registration Statement on Form 10-12B File No. |
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| January 10, 2014 |
Table of Contents EXHIBIT 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, but has not yet become effective. Preliminary and Subject to Completion, dated January 10, 2014 INFORMATION STAT |
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| January 6, 2014 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on January 6, 2014 File No. |
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| January 6, 2014 |
[The New Online Company Letterhead] January 6, 2014 VIA EDGAR AND HAND DELIVERY Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| January 6, 2014 |
Table of Contents EXHIBIT 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, but has not yet become effective. Preliminary and Subject to Completion, dated January 6, 2014 INFORMATION STATE |
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| December 23, 2013 |
[The New Online Company Letterhead] December 23, 2013 VIA EDGAR AND HAND DELIVERY Larry Spirgel Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| December 23, 2013 |
Table of Contents EXHIBIT 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, but has not yet become effective. Preliminary and Subject to Completion, dated December 23, 2013 INFORMATION STA |
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| December 23, 2013 |
Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT This EMPLOYEE MATTERS AGREEMENT (including all Schedules hereto, this “Agreement”), dated as of [·], is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and The New Online Company, a Delaware corporation (“SpinCo”) (each a “Party” and collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascri |
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| December 23, 2013 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on December 23, 2013 File No. |
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| December 23, 2013 |
DIGITAL GENERATION, INC. AND SUBSIDIARIES EXHIBIT 21.1 DIGITAL GENERATION, INC. AND SUBSIDIARIES SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Unicast EMEA, Ltd. United Kingdom Unicast Germany GmbH Germany MediaMind Technologies Inc United States MediaMind Technologies Ltd. Israel MediaMind Technologies Mexico SA DE CV. Mexico MediaMind Technologies K.K. Japan MediaMind Technologies Ltd. United Kingdom Me |
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| December 23, 2013 |
THE NEW ONLINE COMPANY 2014 INCENTIVE AWARD PLAN ARTICLE 1. Exhibit 10.4 THE NEW ONLINE COMPANY 2014 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of The New Online Company 2014 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”) is to promote the success and enhance the value of The New Online Company (the “Company”) by linking the individual interests of the members of the Board, Employees, and Consultants to those |
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| December 23, 2013 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 20 , by and between The New Online Company, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through ins |
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| December 23, 2013 |
Exhibit 2.1 SEPARATION AND REDEMPTION AGREEMENT By and between DIGITAL GENERATION, INC. and THE NEW ONLINE COMPANY Dated as of [·] TABLE OF CONTENTS ARTICLE I DEFINITIONS ARTICLE II THE SEPARATION Section 2.1 Timing and Conditions 2 Section 2.2 Contributions 2 Section 2.3 Assumption 4 Section 2.4 Governmental Approvals; Consents 4 Section 2.5 Deferred Transfers 5 Section 2.6 Termination of Agreeme |
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| December 23, 2013 |
Exhibit 10.2 TAX MATTERS AGREEMENT This Tax Matters Agreement (this “Agreement”), dated as of [·], is entered into by and between Digital Generation, Inc., a Delaware corporation (“DG”), and The New Online Company, a Delaware corporation (“SpinCo” and together with DG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such |
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| December 23, 2013 |
Exhibit 10.6 EXECUTION VERSION AGREEMENT This agreement, effective October 7, 2013 (this “Agreement”), is by and among the persons and entities listed on Exhibit A hereto (collectively, “Meruelo Stockholders,” or individually “Meruelo Stockholder”) and Digital Generation, Inc. (“DG” or the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and f |
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| December 23, 2013 |
Exhibit 10.1 TRANSITION SERVICES AGREEMENT dated as of [ · ], 2014 between THE NEW ONLINE COMPANY And DIGITAL GENERATION, INC. TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (together with the Schedules attached hereto, this “Agreement”) is entered into as of (this “Agreement”), by and among The New Online Company, a Delaware corporation (“SpinCo”) and Digital Generation, Inc., a |
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| November 22, 2013 |
PEER39 INC. 2011 ANNUAL REPORT PEER39 INC. 2011 ANNUAL REPORT TABLE OF CONTENTS Table of Contents Exhibit 99.3 PEER39 INC. 2011 ANNUAL REPORT PEER39 INC. 2011 ANNUAL REPORT TABLE OF CONTENTS Page REPORT OF INDEPENDENT AUDITORS 2 CONSOLIDATED FINANCIAL STATEMENTS IN U.S. DOLLARS: Balance sheets 3 Statements of operations 4 Statements of changes in equity (capital deficiency) 5 Statements of cash flows 6 Notes to financial statements 7-17 Table of Contents REPORT OF INDEPENDENT |
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| November 22, 2013 |
Table of Contents EXHIBIT 99.1 Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended, but has not yet become effective. Preliminary and Subject to Completion, dated November 22, 2013 INFORMATION STA |
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| November 22, 2013 |
CERTIFICATE OF INCORPORATION THE NEW ONLINE COMPANY Exhibit 3.1 CERTIFICATE OF INCORPORATION OF THE NEW ONLINE COMPANY The New Online Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: ARTICLE I. The name of the corporation is The New Online Company (the “Corporation”). ARTICLE II. The address of the Corporation’s registered office in the State of Delaw |
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| November 22, 2013 |
Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of MEDIAMIND TECHNOLOGIES INC. (Formerly Eyeblaster, Inc.) We have audited the accompanying consolidated balance sheets of MediaMind Technologies Inc. (formerly Eyeblaster, Inc.) ("the Company") and its subsidiaries as of December 31, 2009 and 2010 and the related consolidated statements |
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| November 22, 2013 |
QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on November 22, 2013 File No. |
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| November 22, 2013 |
BYLAWS OF THE NEW ONLINE COMPANY (a Delaware corporation) Exhibit 3.2 BYLAWS OF THE NEW ONLINE COMPANY (a Delaware corporation) TABLE OF CONTENTS ARTICLE I. CORPORATE OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II. MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meeting 1 Section 2.3 Special Meeting 1 Section 2.4 Advance Notice Procedures for Business Brought Before a Meeting 2 Section 2.5 Advan |
