MAD CATZ INTERACTIVE INC 8-K 2015
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2015
MAD CATZ INTERACTIVE, INC.
(Exact Name of Registrant as Specified in Charter)
10680 Treena Street, Suite 500
San Diego, California 92131
(Address of Principal Executive Offices)
(Registrants 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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Mad Catz Interactive, Inc. (the Company) is filing this Amendment No. 1 (the Amendment) to its Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2015 (the Form 8-K) for the sole purpose of disclosing minimum EBITDA requirements included in an amendment to the Loan and Security Agreement dated as of June 30, 2015 among the Company, Mad Catz, Inc., 1328158 Ontario Inc. and New Star Business Credit, LLC (the Loan Agreement) in response to comments received by the Company from the Securities and Exchange Commission regarding the Companys request for confidential treatment of certain portions of the Loan Agreement.
This Amendment contains only the Cover Page to Form 8-K, this Explanatory Note and a restatement of Item 1.01 of the Form 8-K to include the additional information. Except as expressly described in the prior paragraph, this Amendment does not change any of the disclosure contained in the Form 8-K. This Amendment speaks as of the original filing date of the Form 8-K and does not reflect any events that occurred at a date subsequent to the filing of the Form 8-K or modify or update those disclosures therein in any way. Accordingly, this Amendment should be read in conjunction with the Companys filings made with the SEC subsequent to the filing of the Form 8-K.
On November 5, 2015, Mad Catz Interactive, Inc. (the Company) entered into an At the Market Offering Agreement (the Agreement) with Ascendiant Capital Markets, LLC, as sales agent (Ascendiant), pursuant to which the Company may offer and sell, from time to time through Ascendiant, shares of its common stock (the Shares), having an aggregate offering price of up to $25,000,000. Any Shares offered and sold in the offering will be issued pursuant to the Companys effective shelf registration statement on Form S-3 (File No. 333-198930) and the related prospectus previously declared effective by the Securities and Exchange Commission (the SEC) on November 5, 2014, as supplemented by a prospectus supplement, dated November 5, 2015, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.
Under the Agreement, Ascendiant may sell Shares by any method permitted by law and deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made directly on the NYSE MKT or on any other existing trading market for the Shares, or sales to or through a market maker. Ascendiant may also sell Shares in privately negotiated transactions with the Companys prior written approval. However, no shares will be sold into Canada or to residents of Canada or through the facilities of the Toronto Stock Exchange. No advertisement or solicitation in furtherance of the sale of Shares will be undertaken in Canada by the Company or Ascendiant.
The offering of Shares pursuant to the Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the Agreement or (b) the termination of the Agreement by Ascendiant or the Company, as permitted therein.
The Company will pay Ascendiant a commission rate of 3.0% of the aggregate gross sales prices of the Shares unless Ascendiant acts as principal, subject to compliance with Regulation M, and has agreed to provide Ascendiant with customary indemnification and contribution rights. The Company will also reimburse Ascendiant for certain specified expenses in connection with entering into the Agreement.
The Company intends to use the net proceeds raised through any at-the-market sales to enhance liquidity, working capital and operational flexibility and for general corporate purposes, including pursuing long-term growth opportunities in the console, PC gaming, and mobile gaming markets.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Companys counsel regarding the validity of the Shares that will be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.
On October 30, 2015, the Company and its subsidiaries Mad Catz Inc. (MCI) and 1328158 Ontario Inc. (MCC), entered into a Second Amendment (the Amendment) to that certain Loan and Security Agreement (the Loan Agreement) between the Company, MCI, MCC, the Lenders party thereto and NewStar Business Credit LLC (NSBC), dated June 30, 2015. The Amendment, which is effective October 30, 2015, provides for the following:
This Amendment was entered into to provide additional working capital and reset the EBITDA covenants based on revised forecasts. The Amendment contains other conditions, including payment of a twenty-five thousand dollar ($25,000) amendment fee to NSBC, representations and warranties, and provisions that the Company believes are usual and customary for credit arrangements similar to those contemplated by the Amendment.
The foregoing description of the material terms of the Amendment is qualified in its entirety by reference to the full text of such Amendment, a copy of which will be filed with the Companys next periodic report.
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.