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): April 17,
2007
MCF
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-15831
(Commission
File Number)
|
11-2936371
(IRS
Employer
Identification
No.)
|
600
California Street, 9th Floor,
San
Francisco, California
(
Address of Principal Executive Offices)
|
94108
(Zip
Code)
|
Registrant's
telephone number, including area code (415) 248-5600
(Former
Name or Former Address, if Changed Since Last Report)
Item
|
2.01
Completion of Acquisition or Disposition of Assets
|
On
April
17,
2007, MCF Corporation completed the acquisition of MedPanel, Inc., or MedPanel,
a
privately-held company based in Cambridge, Massachusetts,
pursuant
to the terms of the Agreement and Plan of Merger
dated
November 6, 2006, by and among MCF Corporation, MedPanel Acquisition I Corp.,
Panel Intelligence, LLC, MedPanel, Inc. and William J. Febbo. MedPanel is an
online medical market intelligence firm that serves life sciences companies
and
health care investors through its proprietary methodologies and vast network
of
leading physicians, medical researchers, allied health professionals and other
important healthcare constituencies. Under the terms of this Agreement and
Plan
of Merger, the Company paid $6.5 million in common stock for MedPanel. The
selling stockholders will be entitled to additional consideration on the third
anniversary from the closing which is based upon MedPanel achieving specific
revenue and profitability milestones. The payment of the incentive consideration
will be 50% in cash and 50% in the Company’s common stock and may not exceed
$11,455,000. The Company registered 1,548,119 shares of common stock
with the Securities and Exchange Commission on Form
S-4,
file number 333-138870, originally filed November 21, 2006, as amended.
Additional information regarding MedPanel and the transaction may be found
in
the Form S-4, which is incorporated by reference herein, and by reference to
the
Agreement and Plan of Merger, which is attached as Exhibit 99.1
hereto.
Item
|
5.02
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers
|
Election
of a New Director
On
April
17, 2007, the Board of Directors of MCF Corporation appointed William J. Febbo
as a director of the Company.
On
the
same date, Mr. Febbo was appointed as chief executive officer of Panel
Intelligence, LLC, a wholly owned subsidiary of MCF Corporation. The Board
elected Mr. Febbo pursuant to the terms of the Agreement and Plan of Merger
in
which the Company agreed to acquire MedPanel, where Mr. Febbo was chief
executive officer. Mr. Febbo was elected by the Board to fill a vacancy existing
on the Board, and he has been nominated for election by the stockholders at
the
2007 Annual Meeting of Stockholders. As of the date of this report, the Board
has not yet determined on which Board committees, if any, Mr. Febbo will serve.
Additional information about the Agreement and Plan of Merger and Mr. Febbo’s
employment agreement with MCF, including information required by Item 404(a)
of
Regulation S-K, is included in the Company’s registration statement on Form S-4,
file number 333-138870, as amended, originally filed November 21, 2006, and
in
the Employment Agreement between MCF and Mr. Febbo which is Exhibit 10.1 to
the
Agreement and Plan of Merger, which are incorporated by reference
herein.
99.1
|
Agreement
and Plan of Merger
dated November 6, 2006, by and among MCF Corporation, MedPanel Acquisition
I Corp., Panel Intelligence, LLC, MedPanel, Inc. and William J.
Febbo.
|
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.
|
|
|
|
MCF
CORPORATION
|
|
|
|
Date:
April 20, 2007
|
By: |
/s/ D.
JONATHAN MERRIMAN
|
|
D.
Jonathan Merriman |
|
Chairman
and Chief Executive Officer
|