FORM 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): February 28, 2014

 

 

Spark Networks, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0001-32750   20-8901733

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

11150 Santa Monica Boulevard, Suite 600

Los Angeles, CA

   90025
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (310) 893-0550

 

 

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)

 

x 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))

 

 

 

Item 8.01 Other Events.

On February 28, 2014, Spark Networks, Inc. (the “Company”), issued a letter to Mr. John H. Lewis of Osmium Partners, LLC in response to a letter Mr. Lewis delivered to the Company on February 21, 2014. A copy of the letter to Mr. Lewis is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders in connection with the matters to be considered at the Company’s 2014 Annual Meeting. The Company intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with any such solicitation of proxies from its stockholders and will furnish a definitive proxy statement to its stockholders along with a proxy card when they become available. SPARK NETWORKS, INC. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Additional information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the Company’s 2014 Annual Meeting. Stockholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC free of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Company’s website at www.spark.net or by writing to Spark Networks, Inc. at 11150 Santa Monica Blvd., Suite 600, Los Angeles, CA 90025.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1    Letter to John H. Lewis of Osmium Partners, LLC dated February 28, 2014.

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.

 

      SPARK NETWORKS, INC.
Date: February 28, 2014     By:  

/s/ Joshua Kreinberg

    Name:   Joshua Kreinberg
    Title:   General Counsel

EXHIBIT INDEX

 

Exhibit
No.		    Document
99.1    Letter to John H. Lewis of Osmium Partners, LLC dated February 28, 2014.