Spark Networks, Inc. (NYSEMKT:LOV) Files An 8-K Other Events
Item8.01
| Other Events. |
On May25, 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. A copy of the investor
presentation to be provided by the Company is attached hereto as
Exhibit 99.1 and the information therein is incorporated herein
by reference.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact are
forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties, and other factors
that may cause the performance of the Company, Affinitas GmbH, a
German limited company (Affinitas) or Blitz 17-655 SE, a European
stock corporation (Societas Europaea, SE) with its
corporate seat in Germany (New Parent), to be materially
different from those of any expected future results, performance,
or achievements. Forward-looking statements speak only as of the
date they are made, and neither the Company nor Affinitas assumes
any duty to update forward-looking statements. We caution readers
that a number of important factors could cause actual results to
differ materially from those expressed in, or implied or
projected by, such forward-looking statements. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the business combination to the
existing brand portfolio, statements about the ability to drive
superior growth or achieve cost savings, statements about the New
Parents plans, objectives, expectations and intentions and other
statements that are not historical facts. The following factors,
among others, could cause actual results to differ from those set
forth in the forward-looking statements: (i)the possibility that
the Merger does not close when expected or at all because
required shareholder or other approvals and other conditions to
closing are not received or satisfied on a timely basis or at
all; (ii)changes in the Companys share price before closing,
including as a result of the financial performance of Affinitas
prior to closing, or more generally due to broader stock market
movements, and the performance of peer group companies; (iii)the
risk that the benefits from the transaction may not be fully
realized or may take longer to realize than expected, including
as a result of changes in general economic and market conditions,
interest and exchange rates, monetary policy, laws and
regulations and their enforcement, and the degree of competition
in the geographic and business areas in which the Company and
Affinitas operate; (iv)the ability to promptly and effectively
integrate the businesses of the Company and Affinitas; (v)the
reaction to the transaction of the companies customers, employees
and counterparties; (vi)diversion of management time on
merger-related issues; (vii)lower-than-expected revenues, credit
quality deterioration or a reduction in net earnings; and
(viii)other risks that are described in the Companys public
filings with the SEC. For more information, see the risk factors
described in the Companys Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and other filings with the SEC.
How to Find Further Information
This communication does not constitute an offer to sell or a
solicitation of an offer to sell or a solicitation of an offer to
buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section10 of
the Securities Act of 1933, as amended, and otherwise in
accordance with applicable law. This communication is being made
in respect of the proposed business combination transaction
between the Company and Affinitas. The proposed transaction will
be submitted to the shareholders of the Company for their
consideration. In connection with the Merger, the New Parent will
file with the SEC a registration statement on Form F-4 that will
include the proxy statement of the Company that also constitutes
a prospectus of the Company. After the registration statement has
been declared effective by the SEC, a definitive proxy
statement/prospectus will be mailed to each stockholder of the
Company entitled to vote at the Stockholder Meeting. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER
DOCUMENTS RELATING TO THE TRANSACTION FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors may obtain copies of the proxy
statement/prospectus (when available) and all other documents
filed with the SEC regarding the proposed transaction, free of
charge, at the SECs website (http://www.sec.gov). Investors may
also obtain these documents, free of charge, from the Companys
website (www.spark.net) under the link Investor Relations
and then under the tab SEC Filings or by directing request to
investor@spark.net.
Participants in Solicitation
The Company and its directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from the Companys
stockholders in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the Companys
stockholders in connection with the proposed transaction and a
description of their direct and indirect interest, by security
holdings or otherwise, will be set forth in the proxy
statement/prospectus filed with the SEC in connection with the
proposed transaction. You can
find information about the Companys executive officers and
directors in its definitive proxy statement filed with the SEC on
March31, 2017 and in its Annual Report on Form 10-K filed with the SEC on
March22, 2017. You can also obtain free copies of these documents
from the Company using the contact information above.
| Item9.01 | Financial Statements and Exhibits. |
(d)
Exhibits
| 99.1 |
Investor Presentation of Spark Networks, Inc. dated May25, 2017 |
About Spark Networks, Inc. (NYSEMKT:LOV)
Spark Networks, Inc. is engaged in creating brands and communities that help individuals form life-long relationships with others that share their interests and values. The Company operates through four segments, such as Jewish Networks, which consists of JDate, JDate.co.uk, JDate.fr, JDate.co.il, Cupid.co.il and JSwipe; Christian Networks, which consists of ChristianMingle, CrossPaths, ChristianMingle.co.uk, ChristianMingle.com.au, Believe.com, ChristianCards.net, DailyBibleVerse.com and Faith.com; Other Networks, which consists of Spark.com and related other general market Websites, as well as other properties, which primarily consists of sites focused towards various religious, ethnic, geographic and special interest groups, and Offline & Other Businesses segment, which consists of revenue generated from offline activities. The Company operates a number of international Websites and mobile applications, and maintains its physical presence in both the United States and Israel. Spark Networks, Inc. (NYSEMKT:LOV) Recent Trading Information
Spark Networks, Inc. (NYSEMKT:LOV) closed its last trading session up +0.01 at 1.01 with 46,875 shares trading hands.