Enliven Marketing Technologies Corp - Filing of certain prospectuses and comms. for business combination transactions (425)
31 May 2008 - 7:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
May 28, 2008
DG FASTCHANNEL, INC.
(Exact name of registrant as specified in its charter)
Delaware
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0-27644
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94-3140772
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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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750 West John Carpenter Freeway, Suite 700
Irving, Texas
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75039
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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:
(972) 581-2000
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):
x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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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Item 7.01
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Regulation FD Disclosure
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DG FastChannel, Inc.
(DG FastChannel) is filing this Current Report on Form 8-K to report the
announcement that it released
on
May 28, 2008 that it expects to
complete the previously announced acquisition of the Vyvx advertising services
business, including its distribution, post-production and related operations,
from Level 3 Communications, Inc. in early June. A press release announcing this information
was released on May 28, 2008 and is exhibit 99.1 to this filing.
DG FastChannel is also in the process of completing the
requirements to complete its previously announced agreement to merge with Enliven
Marketing Technologies, Inc.
In
accordance with general instruction B.2 of Form 8-K, the information in
this report (including exhibits) that is being furnished pursuant to Item 7.01
of Form 8-K shall not be deemed to be filed for the purposes of Section 18
of the Securities Exchange Act, as amended, or otherwise subject to liabilities
of that section, nor shall they be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as expressly set
forth in such filing. This report will not be deemed an admission as to
the materiality of any information in the report that is provided in connection
with Regulation FD.
Safe Harbor for Forward-Looking Statements
Statements in this report may contain certain
forward-looking statements. All statements included concerning
activities, events or developments that the Company expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Actual results could differ materially from the results
discussed in the forward-looking statements. Forward-looking statements
are based on current expectations and projections about future events and
involve known and unknown risks, uncertainties and other factors that may cause
actual results and performance to be materially different from any future
results or performance expressed or implied by forward-looking statements,
including the following: the risk that the merger will not close because
of a failure to satisfy one or more of the closing conditions; the risk that
the Companys or Enlivens business will have been adversely impacted during the
pendency of the merger; the risk that the operations will not be integrated
successfully; and the risk that the expected cost savings and other synergies
from the transaction may not be fully realized, realized at all or take longer
to realize than anticipated. Additional information on these and other
risks, uncertainties and factors is included in the Companys Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other
documents filed with the SEC.
Additional Information
In connection with the proposed merger, DG FastChannel and
Enliven Marketing Technologies will file a proxy/registration statement and
other related documents with the Securities and Exchange Commission
(SEC). Investors and security holders are urged to read the
proxy/registration statement when it becomes available as it will contain
important information about the merger and related matters. Investors and
security holders will have access to free copies of the proxy statement (when
available) and other documents filed with the SEC by DG through the SEC web
site at www.sec.gov. The proxy/registration statement and related
materials may also be obtained for free (when available) from DG FastChannel, Inc.
by directing a request to: DG FastChannel, Inc. Attn: Investor Relations
Department, 750 West John Carpenter Freeway, Suite 700, Irving, TX
75039, telephone 972-581-2000.
DG FastChannel, Enliven Marketing Technologies and their
respective executive officers and directors and certain other members of
management and employees may be deemed, under SEC rules, to be participants in
the solicitation of proxies from DG FastChannel and Enliven Marketing
Technologies stockholders with respect to the proposed merger.
Information regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the respective companies
stockholders in connection with the proposed merger will be set forth in the
proxy statement/prospectus when it is filed with the SEC. More detailed
information regarding the identity of potential participants, and their direct
or indirect interests, by securities, holdings or otherwise, will also be set
forth in the definitive proxy statement. You can find information about
DG FastChannels executive officers and directors in its definitive proxy
statement filed with the SEC on May 6, 2008. You can find
information about Enliven Marketing Technologys executive officers and
directors in Amendment No. 1 to its annual report on Form 10-K filed
with the SEC on April 29, 2008.
Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press
Release dated May 28, 2008.
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2
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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DG FASTCHANNEL, INC.
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(Registrant)
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Date:
May 30, 2008
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By:
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/s/ Omar
A. Choucair
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Omar A.
Choucair
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Chief
Financial Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Press
Release, dated May 28, 2008
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4
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