EXPLANATORY NOTE
This Form 8-A/A (Amendment No. 1) amends the Registration Statement on Form
8-A filed on October 4, 2019 by The Meet Group, Inc., a Delaware corporation (the Company), with respect to the rights to purchase shares of the Companys Series A Junior
Participating Preferred Stock that were issued to the Companys stockholders pursuant to the Section 382 Tax Benefits Preservation Plan, dated as of October 4, 2019 (the Tax Benefits Plan), by and between the
Company and Action Stock Transfer Corporation, as Rights Agent (the Rights Agent). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Tax Benefits Plan.
Item 1.
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Description of Registrants Securities to be Registered.
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Amendment to Tax Benefits Preservation Plan
On
March 5, 2020, in connection with the execution of the Agreement and Plan of Merger, dated as of March 5, 2020 (the Merger Agreement), by and among The Meet Group, Inc., a Delaware corporation (the
Company), eHarmony Holding, Inc., a Delaware corporation (Parent), Holly Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (Merger Sub), and NCG NuCom
Group SE, a European stock corporation, solely for the purpose of guaranteeing Parents obligations under the Merger Agreement as set forth therein, the Company and Action Stock Transfer Corporation (the Rights Agent) entered
into Amendment No. 1 to Tax Benefits Preservation Plan (the Amendment) to that certain Tax Benefits Preservation Plan, dated as of October 4, 2019 (the Tax Benefits Plan), for the purpose of
amending the Tax Benefits Plan to render it inapplicable to the Merger Agreement, the execution thereof, and the performance or consummation of the transactions contemplated thereby, including, without limitation, the Merger (as defined in the
Merger Agreement). In particular, the Amendment provides that (i) none of the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement, the public announcement and/or public disclosure by any person of the Merger
Agreement or any of the transactions contemplated thereby, including, without limitation, the Merger, or the performance and/or consummation of any of the transactions contemplated by the Merger Agreement, including, without limitation, the Merger,
will result in (A) any of Parent or the Merger Sub, or any of their respective Affiliates or Associates (as such terms are defined in the Tax Benefits Plan), either individually or together, being deemed to be an Acquiring Person (as defined in
the Tax Benefits Plan) or Beneficial Owner (as defined in the Tax Benefits Plan) of the Companys common stock or other securities, (B) the occurrence of a Triggering Event (as defined in the Tax Benefits Plan), (C) the occurrence of a
Distribution Date (as defined in the Tax Benefits Plan), (D) the occurrence of a Stock Acquisition Date (as defined in the Tax Benefits Plan), or (E) the occurrence of a Section 11(a)(ii) Event (as defined in the Tax Benefits Plan), and
(ii) if they have not previously expired, the Rights (as defined in the Tax Benefits Plan) will expire immediately prior to the Effective Time (as defined in the Merger Agreement), but only if the Effective Time shall occur.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of each of (i) the Tax Benefits Plan, which was
attached as Exhibit 4.1 to the Companys Registration Statement on Form 8-A as originally filed with the Securities and Exchange Commission on October 4, 2019 and is incorporated herein by reference,
and (ii) the Amendment, which is attached as Exhibit 4.7 to this Registration Statement on Form 8-A/A and is incorporated herein by reference.