UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13
of
the
Securities Exchange Act of 1934
Date
of
Report (Date Earliest Event reported) — November 1, 2007 (November
1, 2007)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
Canada
(Jurisdiction
of Incorporation)
|
001-13718
(Commission
File Number)
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98-0364441
(IRS
Employer Identification No.)
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45
Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address
of principal executive offices and zip code)
(416)
960-9000
(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 (see General Instruction A.2. below):
o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o |
Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
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o |
Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
|
o |
Pre−commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR
240.13e− 4(c))
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Item
1.01
Entry into a Material Definitive Agreement
On
November 1, 2007, MDC Partners Inc. and a wholly-owned subsidiary (collectively,
the “Company”) entered into a Membership Interest Purchase Agreement with
Crispin & Porter Advertising, Inc. and certain employee equity holders of
such entity (collectively, the “Seller”) to acquire an additional 28% equity
interest in Crispin Porter & Bogusky LLC (“CPB”). The purchase price paid
for this transaction consisted of a closing cash payment of $22.56
million,
plus
the issuance of 514,025 newly-issued shares of the Company’s Class A
subordinated voting stock. This acquisition of an additional 28% equity interest
represented an accelerated exercise of the Company’s existing call options that
were otherwise exercisable in December 2007 and April 2008. In
connection with this acquisition, certain of the key executives of CPB agreed
to
extend the terms of their existing employment agreements until December 2010, and received grants
of
restricted stock of MDC Partners Inc.
Item
2.01
Completion of Acquisition or Disposition of Assets
The
description of the acquisition of a 28% interest in CPB is incorporated into
this Item 2.01 by reference. On November 1, 2007, the Company consummated
the acquisition contemplated by the Membership Interest Purchase Agreement,
and
now owns 77% of the issued and outstanding equity interests in CPB.
Item
3.02
Unregistered Sales of Equity Securities
The
description of the acquisition is incorporated into this Item 3.02 by
reference. The issuance of 514,025 of the Company’s Class A Shares
pursuant to the Acquisition was exempt from the registration requirements of
the
Securities Act of 1933, as amended (the “Securities Act”), pursuant Section 4(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
Such issuance did not involve a public offering, was made to accredited
investors (as defined in Regulation) without general solicitation or
advertising, and no underwriting commissions or discounts were
paid.
Item
9.01 Financial Statement and
Exhibits
(c)
Exhibits
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Description
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Exhibit
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10.1
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Membership
Interest Purchase Agreement, dated November 1, 2007, by and among
MDC
Acquisition Inc., CPB Acquisition Inc., Crispin & Porter Advertising,
Inc., MDC Partners Inc., and Charles Porter, Alex Bogusky, Jeff Hicks
and
Jeff Steinhour.
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99.1 |
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Press
release dated November 1, 2007. |
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed by the undersigned hereunto duly
authorized.
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Date:
November 1, 2007
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MDC
Partners Inc.
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By: |
/s/ Mitchell
Gendel |
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Mitchell
Gendel |
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General
Counsel & Corporate
Secretary
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