SPARK NETWORKS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-11-08: Form 8-K; Period of report 2017-11-02; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2017-11-02: Form 8-K; Period of report 2017-11-02; Description 8.01 Other Events; Details 8.01.
- 2017-10-02: Form 8-K; Period of report 2017-10-02; Description 8.01 Other Events; Details 8.01.
- 2017-09-22: Form 8-K; Period of report 2017-09-20; Description 1.02 Termination of a Material Definitive Agreement; Details 1.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-11-08 | 8-K | 2017-11-02 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On November 2, 2017, pursuant to the terms of an Agreement and Plan of Merger, dated as of May 2, 2017 (the “Merger Agreement”), by and among Spark Networks, Inc. (the “Company”), Affinitas GmbH, Spark Networks SE (f/k/a Blitz 17-655 SE) (“New Spark”), and Chardonnay Merger Sub, Inc., a wholly-owned subsidiary of New Spark (“Merger Sub”), New Spark completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of New Spark. 3.01 The information set forth under Item 2.01 is incorporated herein by reference. 3.03 The information set forth under Item 2.01 is incorporated herein by reference. 5.01 The information set forth under Item 2.01 is incorporated herein by reference. 5.02 Upon completion of the Merger, Herbert Sablotny and Michael Schrezenmaier, who constituted the Board of Directors of Merger Sub, became the directors of the Company, and each of the seven directors of the Company immediately prior to the Effective Time (Michael J. McConnell, Michael B. Brodsky, Bradley J. Goldberg, Ian V. Jacobs, John H. Lewis, Walter L. Turek and Daniel M Rosenthal) are no longer directors of the Company. 5.03 In connection with the consummation of the Merger, the Company’s certificate of incorporation and bylaws were amended and restated to be the certificate of incorporation and the bylaws, respectively, of Merger Sub in effect immediately prior to the Effective Time. | tv478744_8k.htm |
| 2017-11-02 | 8-K | 2017-11-02 | 8.01 Other Events | 8.01 On November 2, 2017, Spark Networks, Inc. (“Spark”) issued a press release announcing the completion of the previously announced merger of Spark and Affinitas GmbH in a stock-for-stock transaction. | tv478498_8k.htm |
| 2017-10-02 | 8-K | 2017-10-02 | 8.01 Other Events | 8.01 On October 2, 2017, Spark Networks, Inc. (“Spark”) issued a press release announcing that the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (“SEC”) by Spark Networks SE on August 17, 2017, and subsequently amended (the “Form F-4”), which includes a proxy statement of Spark, was declared effective on Friday, September 29, 2017. | lov-8k_20171002.htm |
| 2017-09-22 | 8-K | 2017-09-20 | 1.02 Termination of a Material Definitive Agreement | 1.02 On September 20, 2017, Spark Networks USA, LLC (“Spark Networks USA”), a subsidiary of Spark Networks, Inc. (the “Registrant”), entered into a Lease Termination Agreement (the “Termination Agreement”) with Westwood Gateway II LLC, the successor-in-interest to The Irvine Company LLC (“Westwood”), which provides for the early termination of the existing lease for the Registrant’s Los Angeles headquarters located at 11150 Santa Monica Boulevard, Suite 600, Los Angeles, California (the “Lease”). | lov-8k_20170920.htm |
| 2017-08-17 | 8-K | 2017-08-16 | 8.01 Other Events | 8.01 On August 17, 2017, Spark Networks, Inc. (“Spark”) issued a press release announcing the filing with the U.S. Securities and Exchange Commission of a registration statement on Form F-4, which contains a preliminary proxy statement/prospectus regarding the proposed combination of the businesses of Spark and Affinitas GmbH (“EliteSingles”). | d443004d8k.htm |
| 2017-08-09 | 8-K/A | 2017-08-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On August 7, 2017, Spark Networks, Inc. issued a press release announcing its second quarter 2017 results. | lov-8ka_20170807.htm |
| 2017-08-07 | 8-K | 2017-08-07 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On August 7, 2017, Spark Networks, Inc. issued a press release announcing its second quarter 2017 results. | lov-8k_20170807.htm |
| 2017-06-29 | 8-K | 2017-06-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 23, 2017, Spark Networks, Inc. (the “Company”) entered into an amended and restated employment agreement (the “Amended Employment Agreement”) with Robert O’Hare, the Company’s Chief Financial Officer (the “Executive”). | lov-8k_20170623.htm |
| 2017-06-06 | 8-K | 2017-06-05 | 1.02 Termination of a Material Definitive Agreement | 1.02 On June 5, 2017, Spark Networks, Inc. (the “Company”) terminated its loan and security agreement represented by the Credit Agreement dated as of January 22, 2016 with Western Alliance Bank, as lender. | lov-8k_20170605.htm |
| 2017-05-31 | 8-K | 2017-05-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On May 30, 2017, the board of directors of Spark Networks, Inc. (the “Company”) approved of amended and restated bylaws of the Company effective as of such date (the “Amended and Restated Bylaws”). | d514112d8k.htm |
| 2017-05-23 | 8-K | 2017-05-23 | 8.01 Other Events | 8.01 On May 25, 2017, members of management of Spark Networks, Inc. (the “Company”) will be providing a presentation at the B. Riley & Co.’s 18th Annual Investor Conference. | d403302d8k.htm |
| 2017-05-15 | 8-K | 2017-05-11 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 The Company held its Annual Meeting of Stockholders on May 11, 2017. 8.01 In connection with the Annual Meeting of Stockholders held on May 11, 2017, Bradley J. Goldberg was appointed as Chairman of the Company’s Board of Directors, a role previously held by Michael J. McConnell. | lov-8k_20170511.htm |
| 2017-05-03 | 8-K | 2017-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2017, Spark Networks, Inc. issued a press release announcing its first quarter 2017 results. | lov_8k.htm |
| 2017-05-03 | 8-K | 2017-05-03 | 8.01 Other Events | 8.01 Spark Networks, Inc. (the “Company”) is attaching hereto as Exhibit 99.1 an investor presentation regarding the Company’s entry into an Agreement and Plan of Merger by and among the Company, Affinitas GmbH, a German limited company, Blitz 17-655 SE, a European stock corporation, and Chardonnay Merger Sub, Inc. The investor presentation will be discussed during the Company’s conference call regarding the transaction to be held at 7:30 a.m. | d391002d8k.htm |
| 2017-05-03 | 8-K | 2017-05-02 | 1.01 Entry into a Material Definitive Agreement | 1.01 On May 2, 2017, Spark Networks, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger by and among the Company, Affinitas GmbH, a German limited company (“Affinitas”), Blitz 17-655 SE, a European stock corporation (Societas Europaea, SE) with its corporate seat in Germany (“New Parent”), and Chardonnay Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of New Parent (“Merger Sub”) (the “Merger Agreement”). | d378071d8k.htm |
| 2017-05-02 | 8-K | 2017-05-02 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On May 2, 2017, Spark Networks, Inc. (the “Company”) and Affinitas GmbH (“Affinitas”) issued a joint press release announcing the entry into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Affinitas, Blitz 17-655 SE, a European stock corporation (“New Parent”), and Chardonnay Merger Sub, Inc. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. 8.01 Customer Q&A that the Company will use in connection with the Company in response to questions from customers related to the Merger Agreement is attached hereto as Exhibit 99.2. and incorporated herein by reference. | lov_8k.htm |
| 2017-03-21 | 8-K | 2017-03-21 | 2.02 Results of Operations and Financial Condition | 2.02 On March 21, 2017, Spark Networks, Inc. issued a press release announcing its fourth quarter 2016 results. | lov_8k.htm |