Spark Networks, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-32750
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20-8901733
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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11150 Santa Monica Boulevard, Suite 600
Los Angeles, California
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90025
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (310)
893-0550
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instructions A.2. below):
☒
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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. 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 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
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 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
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Financial Statements and Exhibits.
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(d)
Exhibits
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99.1
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Investor Presentation of Spark Networks, Inc. dated May 25, 2017
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SPARK NETWORKS, INC.
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Date: May 23, 2017
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By:
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/s/ Robert W. OHare
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Name:
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Robert W. OHare
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Title:
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Chief Financial Officer
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Exhibit Index
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99.1
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Investor Presentation of Spark Networks, Inc. dated May 25, 2017
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