UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 2, 2014 (January 14, 2014)
Date of Report (Date of earliest event reported)
Sonic Foundry, Inc.
(Exact name of registrant as specified in its charter)
| Maryland |
000-30407 | 39-1783372 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 222 W. Washington Ave Madison, WI 53703 |
(608) 443-1600 | |
| (Address of principal executive offices) | (Registrant’s telephone number) |
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
| ¨ | 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)) |
EXPLANATORY NOTE
As previously reported under Item 2.01 of the Current Report on Form 8-K of Sonic Foundry, Inc. (“Sonic Foundry” or the Company) filed on January 21, 2014 (the “Original 8-K”), the Company completed the acquisition of all of the outstanding shares of Mediasite K.K. on January 14, 2014. This Current Report on Form 8-K/A amends the Original 8-K to provide financial statements of the business acquired and pro forma financial information relating to the acquisition pursuant to Items 9.01(a) and 9.01(b), as permitted by Items 9.01(a)(4) and 9.01(b)(2), respectively, of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired |
Audited financial statements of Mediasite K.K. at March 31, 2013, and for each of the years ended March 31, 2013 and 2012 is attached as Exhibit 99.1 to this Current Report on Form 8-K/A.
| (b) | Pro Forma Financial Information |
Unaudited pro forma condensed consolidated balance sheet of Sonic Foundry at December 31, 2013 and unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2013 and the three months ended December 31, 2013 reflecting the acquisition of Mediasite K.K. is attached as Exhibit 99.2 to this Current Report on Form 8-K.
| (d) | Exhibits |
| 99.1 | Audited financial statements of Mediasite K.K. at March 31, 2013, and for each of the years ended March 31, 2013 and 2012. | |
| 99.2 | Unaudited pro forma condensed consolidated balance sheet of Sonic Foundry at December 31, 2013 and unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2013 and the three months ended December 31, 2013. | |
EXHIBIT LIST
| NUMBER |
DESCRIPTION | |
| 99.1 | Audited financial statements of Mediasite K.K. at March 31, 2013, and for each of the years ended March 31, 2013 and 2012. | |
| 99.2 | Unaudited pro forma condensed consolidated balance sheets of Sonic Foundry at December 31, 2013 and unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2013 and the three months ended December 31, 2013. | |
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 thereunto duly authorized.
Sonic Foundry, Inc.
(Registrant)
| April 2, 2014 |
By: | /s/ Kenneth A. Minor | ||||
| Kenneth A. Minor | ||||||
| Chief Financial Officer |