Current Report Filing (8-k)
November 21 2017 - 9:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 20, 2017
(Date of earliest event reported)
Cinedigm Corp.
(Exact name of registrant as specified in
its charter)
Delaware
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001-31810
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22-3720962
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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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45 West 36
th
Street, 7
th
Floor, New York, New York
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10018
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(Address of principal executive offices)
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(Zip Code)
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212-206-8600
(Registrant’s telephone number, including
area code)
(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 Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company 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 transmission period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
On November 20, 2017, Cinedigm Corp. (the
“Company”) received written notification from the Committee on Foreign Investment in the United States (“CFIUS”)
that it will not take action to prevent, unwind, or require any modifications to, the transactions contemplated by the Stock Purchase
Agreement dated as of June 29, 2017 by and between the Company and Bison Entertainment Investment Limited (the “Agreement”).
CFIUS approval was a condition to closing the transactions under the Agreement, but the condition was waived and the transactions
were consummated on November 1, 2017. The review by CFIUS is now concluded.
On November 21, 2017, the Company issued
a press release relating to the CFIUS approval. A copy of such press release is attached as Exhibit 99.1 hereto and incorporated
herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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SIGNATURE
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 thereunto duly authorized.
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CINEDIGM CORP.
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Dated: November 21, 2017
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By:
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/s/ Gary S. Loffredo
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Gary S. Loffredo
President of Digital Cinema, General Counsel and Secretary
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