-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HetOW7BJ6Y312pBDUvVjZ34ZNeWWPmAiEB4JkCX0kXf3FiH0Uf1dChg8xiQp/u8J bZCVrs+fnG46uTx941p65A== 0000930661-01-000190.txt : 20010205 0000930661-01-000190.hdr.sgml : 20010205 ACCESSION NUMBER: 0000930661-01-000190 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010118 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGITAL GENERATION SYSTEMS INC CENTRAL INDEX KEY: 0000934448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 943140772 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-27644 FILM NUMBER: 1523936 BUSINESS ADDRESS: STREET 1: 875 BATTERY ST STREET 2: STE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4155466600 MAIL ADDRESS: STREET 1: 875 BATTERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94111 8-K 1 0001.txt FORM 8-K 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 January 18, 2001 (Date of earliest event reported) Digital Generation Systems, Inc. (Exact name of registrant as specified in its charter) California 0-27644 94-3140772 (State or other jurisdiction of (Commission file number) (I.R.S. employer incorporation) identification no.) 5221 North O'Connor Boulevard, Irving, Texas 75039 (Address of principal executive offices) (972) 402-4800 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- Item 2. Acquisition or Disposition of Assets. On January 18, 2001, Digital Generation Systems, Inc. (the "Company") completed its merger with StarGuide Digital Networks, Inc. ("StarGuide") pursuant to the Agreement and Plan of Merger by and among the Company, SG Nevada Merger Sub Inc., a wholly owned subsidiary of the Company ("Merger Sub"), and StarGuide. As a result of the merger, Merger Sub merged with and into StarGuide with StarGuide surviving the merger and becoming a wholly owned subsidiary of the Company. Upon the completion of the merger, each share of StarGuide common stock converted into the right to receive 1.7332 shares of common stock of the Company. Under the merger agreement, StarGuide's options and warrants were assumed by the Company based on the same exchange ratio. The Company will not issue fractional shares in the merger but will pay cash in lieu of fractional shares based on a price per share of $3.31. The consideration paid by the Company was determined pursuant to negotiations between a special committee of the board of directors of the Company and StarGuide. Certain members of the Company's board of directors and some executive officers of the Company had interests in the merger that are in addition to the interests of the Company's shareholders, and certain members of StarGuide's board of directors and some executive officers of StarGuide had interests in the merger that are in addition to the interests of the StarGuide shareholders generally. The interests of executive officers and directors of the Company and StarGuide in the merger are fully described in the Form S-4 filed by the Company on October 16, 2000. As a result of the merger, the former StarGuide shareholders own approximately 59.25% of the fully diluted common stock of the Company. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The financial statements required by this item will be filed by amendment not later than 75 days after the consummation of the acquisition. (b) Pro Forma Financial Information. The pro forma financial statements required by this item will be filed by amendment not later than 75 days after the consummation of the acquisition. (c) Exhibits: 2.1 Agreement and Plan of Merger by and among Digital Generation Systems, Inc., SG Nevada Merger Sub Inc., and StarGuide Digital Networks, Inc., dated as of July 7, 2000 (Incorporated herein by reference to Exhibit 99.2 of the Company's Form 8-K filed on July 14, 2000) 99.1 Digital Generation Systems, Inc. Press Release issued January 18, 2001 (Filed herewith) 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. DIGITAL GENERATION SYSTEMS, INC. Dated: February 1, 2001 By: /s/ Omar A. Choucair ------------------------------- Omar A. Choucair Chief Financial Officer EX-99.1 2 0002.txt PRESS RELEASE Exhibit 99.1 NEWS ANNOUNCEMENT For Immediate Release
For more information contact: Omar Choucair Jeffrey A. Dankworth Joseph N. Jaffoni Chief Financial Officer President Jennifer L. Colbert DG Systems, Inc. StarGuide Digital Networks Jaffoni & Collins Incorporated 972/402-4800 775/686-5050 212/835-8500 dgit@jcir.com
DG SYSTEMS AND STARGUIDE DIGITAL NETWORKS CLOSE MERGER - Transaction Combines the Broadcasting Industry's Leading Digital Technology Applications and the CoolCast Internet Service Offering - DALLAS, Texas and RENO, Nevada - January 18, 2001 - DG Systems, Inc. (Nasdaq: DGIT), the leading digital technology innovator for delivering short-form audio and video content to the broadcast industry, and StarGuide Digital Networks, the audio industry's standard for long-form digital content delivery, today announced that they have completed the merger between the two companies. The merger, which was approved by DG Systems' shareholders on November 22, 2000, also integrates StarGuide's innovative, patented CoolCast broadcasting technology. CoolCast (www.coolcast.com) is an Internet broadcaster offering consumers free, join-in-progress and stored video and audio content 24/7. Matthew E. Devine, CEO of the combined entity, commented on the successful completion of the merger, "DG's and StarGuide's respective industry positions, leading digital technologies and patented intellectual properties will strengthen the combined entity's operating, financial and technical capabilities. The new entity will benefit from the combined resources and long- standing customer relationships of each entity, thereby creating an even stronger platform from which to super serve our customers. As a result, we expect to develop new opportunities for significant revenue growth while capitalizing on the available synergies, both of which should be reflected in future financial operating results." Mr. Devine continued, "The success of CoolCast with Cincinnati's ZoomTown customers, the nation's largest concentration of DSL users, has opened the door for additional distribution partnerships and content relationships. Ultimately, we are intent on establishing a national footprint for this exciting, efficiently scalable video and audio Internet broadcasting application and believe the cross utilization of DG's and StarGuide's resources and relationships will accelerate this process. The prospects for DG's and StarGuide's businesses are bright, and the further development of CoolCast will be an additional value driver for our shareholders." Pursuant to the terms of the merger agreement, StarGuide shareholders will receive approximately 1.7 DG Systems' shares for each StarGuide share held in a tax-free exchange. With the consummation of the merger, the combined entity has approximately 81.5 million fully diluted common shares outstanding. Significant shareholders of the new entity will include Infinity Broadcasting (NYSE: INF), Westwood One (NYSE: WON), Pequot Capital Management, Technology Crossover Ventures, London Merchant Securities as well as the DG Systems and StarGuide Digital Networks management teams. Jeffrey Dankworth, President of StarGuide Digital Networks, added, "We're excited about joining together two world class organizations. The broad technological, financial and management resources will support our ongoing commitment to continued growth and excellent customer service." The merger of DG Systems and StarGuide Digital Networks creates the nation's standard in digital network services and technology for the broadcasting industry, featuring proprietary satellite and Internet transmission technology; the CoolCast Internet broadcasting operation which offers consumers free, join- in-progress and stored video and audio content 24/7; and, service relationships with over 5,000 advertisers and agencies, 7,500 radio stations and 775 television broadcast facilities across the United States and Canada. This release contains forward-looking statements relating to the company, including the expansion of its digital distribution network, and the demand among certain clients for digital audio and video delivery services. These forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those projected. These and other risks relating to DG Systems' business are set forth in the company's Form 10-K filed with the Securities and Exchange Commission on March 28, 2000, and the company's proxy statement dated October 20, 2000. # # # -----END PRIVACY-ENHANCED MESSAGE-----