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): January 21, 2015 (January 14, 2015)
________________________________________
Synacor, Inc.
(Exact name of registrant as specified in its charter)
________________________________________
 
Delaware	 	001-33843	 	16-1542712	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	
 	 	 	 	 	
40 La Riviere Drive, Suite 300, Buffalo, New York
(Address of principal executive offices)	 	14202	
	 	(Zip Code)	
 
Registrant’s telephone number, including area code: (716) 853-1362
________________________________________
 
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))	

 

 	

 	
 
Item 2.01 Completion of Acquisition or Disposition of Assets.
 
On January 14, 2015, Synacor, Inc. (Synacor), through a wholly-owned subsidiary, completed the acquisition of certain assets (the “Asset Acquisition”) of NimbleTV, LLC (NimbleTV), a New York City-based provider of multiscreen, live linear television programming for pay-TV subscribers. Synacor acquired all of Nimble TV’s intellectual property and tangible personal property. This report on Form 8-K may be amended to include audited financial statements of the acquired business, if necessary.
  
Item 7.01 Regulation FD Disclosure.
 
Synacor issued a press release on January 14, 2015 announcing the Asset Acquisition. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
This press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 9.01 Financial Statements and Exhibits.
 
Exhibit
Number	 	Description	
 	 	 	
99.1	 	Press release issued by Synacor, Inc. dated January 14, 2015.	

 	

 	
 
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.

 	SYNACOR, INC.	
 	 	 	
Date: January 21, 2015	By:	/s/ WILLIAM J. STUART	
 	 	William J. Stuart	
 	 	Chief Financial Officer and Secretary	

 

 

 

Exhibit 99.1

  

Synacor Acquires NimbleTV Video Talent and Live Linear TV Technology
 
NimbleTV patents will bolster Synacor Cloud ID offering
 
BUFFALO and NEW YORK, NY -- (January 14, 2015) -- Synacor Inc. (NASDAQ: SYNC), the trusted technology, services and revenue partner for video, Internet and communications providers, and device manufacturers, today announced it has acquired NimbleTV, the New York City-based provider of multiscreen, live linear television programming for pay-TV subscribers. The combination of NimbleTV’s assets and talent is part of Synacor’s broader strategy for delivering end-to-end, advanced video solutions.
 
“As part of the Synacor growth strategy, we are committed to both bolstering our offerings and expanding our team around video. The NimbleTV transaction is part acqui-hire, where we are adding to Synacor a team steeped in video expertise, as well as an acquisition of technology that will enable us to deploy an authenticated, linear TV service on behalf of our clients,” said Synacor CEO Himesh Bhise. “Synacor has an important role to play as streaming video consumers—OTT and TV Everywhere—proliferate. We see a fragmented landscape of vendors and believe our customers are looking to Synacor as a one-stop, trusted partner. NimbleTV is another step toward expanding our team and platform to deliver end-to-end, advanced video solutions. And we will continue to work with partners in the video ecosystem to assemble best-in-class technologies to deliver video solutions for our clients.”
 
NimbleTV will allow Synacor to accelerate video product development and client commitments, as well as better leverage client TV rights. Synacor also gains patents that will further strengthen Synacor’s award-winning Cloud ID offering.
 
“For NimbleTV, becoming part of Synacor’s unique business model and layering into Synacor’s video product roadmap is a logical and exciting next step,” said NimbleTV CEO Anand Subramanian. “We bring consumer-tested video technology and patents to the table at a time when Synacor customers are looking to leverage new advancements with OTT and TVE video, especially live linear. All of us on the NimbleTV team are truly excited about becoming part of Synacor.”
 
NimbleTV recently discontinued its direct-to-consumer service, and as part of Synacor’s acquisition of assets, NimbleTV’s technology will be integrated into Synacor’s overall video platform. Financial details about the acquisition were not disclosed. For more information on Synacor and its end-to-end, advanced video solutions, please visit synacor.com or email tellmemore@synacor.com .

About Synacor
Synacor (NASDAQ: SYNC) is the trusted technology, services and revenue partner for video, Internet and communications providers, and device manufacturers. We deliver modern, multiscreen experiences and advertising to their consumers that require scale, actionable data and sophisticated implementation. www.synacor.com

 	

 	

  
 
Forward-Looking Statements
This release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations or beliefs of management of Synacor, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other factors affecting the operation of the respective businesses of Synacor. More detailed information about these factors may be found under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in Synacor’s annual report on Form 10-K for the year ended December 31, 2013, which is available on the company’s website at investor.synacor.com and on the SEC’s website at www.sec.gov. Synacor is under no obligation to, and expressly disclaims any such obligation to, update or alter their respective forward-looking statements, whether as a result of new information, future events, or otherwise.
 
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Contacts
 
Investor Contact:
Denise Garcia, MD
ICR
ir@synacor.com
716-362-3309
 
Press Contact:
Meredith Roth, VP, Corporate Communications
Synacor
mroth@synacor.com
716-362-3880
 
The Synacor logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=11609