SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 1, 2020
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction
|(Commission File Number)||(IRS Employer|
|237 West 35th Street, Suite 605, New York, New York||10001|
|(Address of principal executive offices)||(Zip Code)|
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
|¨||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))|
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transmission period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Class A Common Stock||CIDM||Nasdaq Global Market|
|Item 5.02.||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.|
(e) On September 1, 2020, Cinedigm Corp. (the "Company") amended its 2017 Equity Incentive Plan (the "Plan Amendment") to (i) increase the maximum number of shares that can be issued pursuant to the exercise of incentive stock options and (ii) remove certain limits on the number of shares that may be granted to participants other than nonemployee directors on an annual basis. The Plan Amendment does not constitute a material amendment pursuant to Nasdaq Listing Rule 5635(c).
The foregoing description of the Plan Amendment is qualified in its entirety by reference to such agreement, which is filed herewith as Exhibit 10.1.
|Item 9.01||Financial Statements and Exhibits|
|10.1||Amendment No. 2 to the 2017 Equity Incentive Plan.|
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.
|Dated: September 4, 2020||By:||/s/ Gary S. Loffredo|
|Gary S. Loffredo|
|President of Digital Cinema, General Counsel and Secretary|
AMENDMENT NO. 2
CINEDIGM CORP. 2017 EQUITY INCENTIVE PLAN
AMENDMENT NO. 2, dated as of September 1, 2020 (this "Amendment"), to the 2017 Equity Incentive Plan (as amended, the "Plan") of Cinedigm Corp., a Delaware corporation (the "Corporation").
WHEREAS, the Corporation maintains the Plan, effective as of August 31, 2017; and
WHEREAS, the Compensation Committee of the Board of Directors of the Corporation has the authority to amend the Plan pursuant to Section 19.1 thereof.
NOW, THEREFORE, BE IT RESOLVED that, effective as of the date hereof, the Plan is hereby amended as follows:
1. Section 4.1(b) of the Plan is revised and amended to read as follows:
"(b) The maximum number of Shares issuable pursuant to the exercise of Incentive Stock Options shall equal the maximum number of Shares available for issuance under the Plan."
2. Sections 4.1(c) and 4.1(d) of the Plan are hereby deleted in their entirety.
3. Sections 4.1(e) is hereby relabeled as Section 4.1(c).
4. In all respects not amended, the Plan is hereby ratified and confirmed and remains in full force and effect.
|By:||/s/ Christopher J. McGurk|
|Name:||Christopher J. McGurk|
|Title:||Chief Executive Officer|