Spark Networks, Inc. (NYSEMKT:LOV) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure
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.
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.
Item 8.01. Other Events
Customer QA 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.
Company in response to questions from customers related to the
Merger Agreement is attached hereto as Exhibit 99.2. and
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 Companys or Affinitas or the New Parents
performance or achievements 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 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.
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 Companys or Affinitas or the New Parents
performance or achievements 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 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 Section 10
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
[email protected].
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 Section 10
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
[email protected].
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 March 31, 2017 and in its Annual
Report on Form 10-K filed with the SEC on March 22, 2017. You can
also obtain free copies of these documents from the Company using
the contact information above.
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 March 31, 2017 and in its Annual
Report on Form 10-K filed with the SEC on March 22, 2017. You can
also obtain free copies of these documents from the Company using
the contact information above.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Joint Press Release of Spark Networks, Inc. and Affinitas
GmbH dated May 2, 2017 |
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99.2
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Spark Networks, Inc. Customer QA
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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 down -0.030 at 0.990 with 6,067 shares trading hands.
