- Amended Current report filing (8-K/A)
19 March 2009 - 10:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 12, 2009
MIVA, Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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0-30428
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88-0348835
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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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5220
Summerlin Commons Boulevard
Fort
Myers, Florida
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33907
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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:
(239)
561-7229
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
As previously disclosed by MIVA, Inc. (the Company) in a current
report on Form 8-K filed with the Securities and Exchange Commission on March 18,
2009 (the Current Report), on March 12, 2009, the Company
and certain of
its subsidiaries entered into and consummated an Asset Purchase Agreement with
Adknowledge, Inc. (Adknowledge) and certain of its subsidiaries pursuant
to which the Company sold to Adknowledge assets relating to its MIVA Media
operations for cash consideration of approximately $11.6 million, plus
assumption of certain balance sheet liabilities, and subject to certain
retained assets and liabilities and post-closing adjustments (the MIVA Media
Sale). Attached as Exhibit 99.1 to
the Current Report were unaudited pro forma condensed consolidated financial
statements and accompanying notes, which presented for illustrative purposes
only, and were not necessarily indicative of the operating results or the
financial position that would have been achieved had the MIVA Media Sale been
consummated as of the dates indicated or of the results that may be obtained in
the future. Such financial statements
and accompanying notes contained a few typographical errors. Attached as Exhibit 99.1 to this current
report on Form 8-K/A and incorporated herein by reference are corrected
unaudited pro forma condensed consolidated financial statements and
accompanying notes.
Item 9.01.
Financial Statements and Exhibits.
(b) Pro Forma Financial
Information
A
ttached hereto
as Exhibit 99.1 and incorporated herein by reference are (i) unaudited condensed
consolidated balance sheet at September 30, 2008; (ii) unaudited
condensed consolidated statements of operations for the nine month periods
ended September 30, 2008 and 2007; and (iii) unaudited condensed
consolidated statements of operations for the fiscal years ended December 31,
2007 and 2006.
These unaudited
pro forma condensed consolidated financial statements are presented for
illustrative purposes only and are not necessarily indicative of the operating
results or the financial position that would have been achieved had the MIVA
Media Sale been consummated as of the dates indicated or of the results that
may be obtained in the future. These unaudited pro forma condensed consolidated
financial statements and the accompanying notes should be read together with
the Companys audited consolidated financial statements and accompanying notes
as of and for the years ended December 31, 2007 and 2006, and Managements
Discussion and Analysis included in the Companys Annual Report on Form 10-K
for the year ended December 31, 2007 and the unaudited consolidated
financial statements filed in our Form 10-Q for the period ended September 30,
2008.
(d) Exhibits.
Exhibit No.
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Description
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99.1
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Pro forma financial information
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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.
Date: March 19, 2009
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MIVA, Inc.
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By:
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/s/
Peter A. Corrao
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Peter
A. Corrao
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President
and CEO
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EXHIBIT INDEX
Exhibit No.
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Description
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99.1
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Pro forma financial information
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4
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