Current Report Filing (8-k)

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 19, 2015 (May 13, 2015)

RMG NETWORKS HOLDING CORPORATION

 (Exact Name of Registrant as Specified in Charter)

Delaware	001-35534	27-4452594
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

15301 North Dallas Parkway Suite 500 Addison, TX	75001
(Address of Principal Executive Offices)	(Zip Code)

[phone]

 (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 is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

[_]

Written communications pursuant to Rule 425 under the Securities Act

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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Item 5.07.	Submission of Matters to a Vote of Security Holders.

A special meeting of stockholders of RMG Networks Holding Corporation (the “Company”) was held on May 13, 2015 (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved, for purposes of NASDAQ Listing Rule 5635, the issuance by the Company of 24,999,999 shares of the Company’s common stock upon the conversion of 249,999.99 shares of the Company’s Series A convertible preferred stock (the “Series A Preferred Stock”). The final voting results for such proposal (the “Proposal”) are set forth below:

PROPOSAL:     To approve, for purposes of NASDAQ Listing Rule 5635, the issuance by the Company of 24,999,999 shares of the Company’s common stock upon the conversion of 249,999.99 shares of the Company’s Series A convertible preferred stock.

Votes For		Votes Against		Abstentions
6,148,011		34,587		31,075

Item 8.01.	Other Events

On May 13, 2015, upon the approval of the Proposal by the Company’s stockholders, the 249,999.99 outstanding shares of the Series A Preferred Stock were automatically converted, in accordance with the provisions of the Certificate of Designation of the Series A Preferred Stock, into 24,999,999 shares of the Company’s common stock.

On May 14, 2014, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release issued on May 14, 2015 is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01.	Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press release issued May 14, 2015.

2

 

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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, hereunto duly authorized.

Dated: May 19, 2015

RMG NETWORKS HOLDING CORPORATION

By:  /s/ David Mace Roberts                           

Name: David Mace Roberts

Title: SVP, General Counsel and Secretary

3

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued May 14, 2015.

Exhibit 99.1

RMG Networks Announces Results of Special Meeting

Stockholders Approve Issuance of Common Stock upon Conversion of Preferred Shares

DALLAS, TX – May 14, 2015 – RMG Networks Holding Corporation (NASDAQ: RMGN), or RMG Networks™, a leading provider of technology-driven visual communications solutions, today announced that at the special meeting of stockholders that was held on May 13, 2015, stockholders approved, for purposes of NASDAQ Listing Rule 5635, the issuance by the Company of 24,999,999 shares of the Company’s common stock upon the conversion of 249,999.99 shares of the Company’s Series A convertible preferred stock.

Results of the vote included 6,142,986 shares voted for and 34,587 voted against the proposal with 31,074 shares abstaining.

About RMG Networks

RMG Networks (NASDAQ: RMGN) helps organizations communicate more effectively using location-based video networks. The company builds enterprise video networks that empower organizations to visualize critical data to better manage their operations and connect with their employees. The company also connects brands with target audiences using video advertising networks. RMG Networks works with over 70% of the Fortune 100. The company is headquartered in Dallas, Texas, with offices in the United States, United Kingdom, Singapore and the UAE. For more information, visit http://www.rmgnetworks.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "will" and similar references to future periods, including statements relating to the special meeting of the Company’s stockholders. Examples of forward-looking statements include, among others, statements we make regarding the proposed sale of the Media business, guidance relating to future financial performance and expected operating results, such as revenue growth, our ability to achieve profitability, our position within the markets that we serve, efforts to grow our business and the impact of litigation.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: the company's ability to raise additional capital  on satisfactory terms, or at all; success in retaining or recruiting, or changes required in, its management and other key personnel; the limited liquidity and trading volume of the company's securities; Reach Media Group's ("RMG") history of incurring significant net losses and limited operating history; the competitive environment in the advertising markets in which the company operates; the risk that the anticipated benefits of the combination of RMG or Symon Holdings Corporation, or of other acquisitions that the company may complete, may not be fully realized; the risk that any projections, including earnings, revenues, margins or any other financial items are not realized; changing legislation and regulatory environments; business development activities, including the company's ability to contract with, and retain, customers on attractive terms; the general volatility of the market price of the company's common stock; risks and costs associated with regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act); and general economic conditions.

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Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Contact:

Investor
Brett Maas/Rob Fink

646-536-7331/646-415-8972

[e-mail]

or

Media
Julie Rasco
800-827-9666
[e-mail]

Source: RMG Networks