Current Report Filing (8-k)
February 15 2019 - 4:08PM
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): February 11, 2019
THESTREET,
INC.
(Exact
name of registrant as specified in its charter)
DELAWARE
(State
or other jurisdiction of incorporation)
|
0-25779
(Commission
File Number)
|
06-1515824
(IRS
Employer Identification No.)
|
14
WALL STREET, 15
TH
FLOOR
NEW
YORK, NEW YORK 10005
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (212) 321-5000
N/A
(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 transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets.
|
On
February 14, 2019, TheStreet, Inc. (the “Company”) completed the previously announced sale (the “Sale”)
of the Company’s institutional business units, which include The Deal and BoardEx (the “B2B Business”), pursuant
to the Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of December 6, 2018, between the
Company and Euromoney Institutional Investor PLC (“Euromoney”) for a purchase price of $87.3 million in cash, subject
to adjustment, including based on the working capital, cash and the outstanding indebtedness of the B2B Business as of the closing.
In connection with the closing, Euromoney assigned all of its rights and obligations under the Purchase Agreement to its wholly
owned subsidiary, Internet Securities, Inc. (“Purchaser”). The Sale was structured as a purchase by Purchaser of all
of the membership interests of The Deal, L.L.C., a Delaware limited liability company and wholly owned subsidiary of the Company.
At the closing of the Sale, $100,000 of the purchase price was deposited into an escrow account to cover potential purchase price
adjustment payments in Purchaser’s favor under the Purchase Agreement, if any, and $520,000 of the purchase price was deposited
into an escrow account as security for Purchaser’s right to indemnification under the Purchase Agreement for any tax loss.
Any remaining escrowed funds of the tax escrow amount will be released to the Company on the first business day following January
31, 2020, subject to any pending tax loss claims.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Purchase Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed on December 6, 2018, and is incorporated herein by reference.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
As
previously reported, and in connection with the completion of the Sale, David Callaway stepped down as the Company’s Chief
Executive Officer given the reduced size of the Company’s operations following the Sale. Mr. Callaway also resigned from
the Company’s board of directors (the “Board”), concurrent with the completion of the Sale.
On
February 11, 2019, the Board appointed Eric Lundberg to serve as a Class II director of the Company to fill the vacancy created
by the resignation of Mr. Callaway, effective upon the closing of the Sale. Mr. Lundberg will not serve on any committees and
will not receive any compensation in connection with his service on the Board. There are no related party transactions with Mr.
Lundberg that are reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K. No arrangement or understanding exists
between Mr. Lundberg and any other person pursuant to which Mr. Lundberg was selected as a director of the Company. Also effective
upon the completion of the Sale, Mr. Lundberg ceased to act in the role of the Company’s principal accounting officer.
On
February 11, 2019, the Board appointed Robert Kondracki to serve as the Company’s Chief Accounting Officer, effective upon
the completion of the Sale and he will serve as Company’s principal accounting officer. Mr. Kondracki, age 61, joined the
Company in June 2016 as Vice President of Finance and previously served as Vice President of Finance for ALM Media, LLC from October
1999 to June 2016. Mr. Kondracki holds a B.S. degree in accounting from Kean University. There are no family relationships between
Mr. Kondracki and any of the officers or directors of the Company. There are no related party transactions with Mr. Kondracki
that are reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K. No arrangement or understanding exists between
Mr. Kondracki and any other person pursuant to which Mr. Kondracki was selected as the Company’s Chief Accounting Officer.
|
|
Item
7.01
|
Regulation
FD Disclosure.
|
On
February 14, 2019, the Company issued a press release announcing the closing of the Sale. A copy of that press release is attached
hereto as Exhibit 99.1.
(b)
Pro Forma Financial Information
The
unaudited pro forma condensed consolidated financial information of the Company for the nine months ended September 30, 2018,
and the years ended December 31, 2017 and 2016, included in the Company’s definitive proxy statement filed with the SEC
on January 11, 2019, beginning on page 65 thereof, is incorporated herein by reference.
(d)
Exhibits
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:
February 15, 2019
|
|
THESTREET, INC.
|
|
|
|
|
|
|
By:
|
/s/ Eric
Lundberg
|
|
|
Name:
|
Eric Lundberg
|
|
|
Title:
|
Chief Executive Officer and Chief Financial
Officer
|
TheStreet (NASDAQ:TST)
Historical Stock Chart
From Mar 2024 to Apr 2024
TheStreet (NASDAQ:TST)
Historical Stock Chart
From Apr 2023 to Apr 2024
