UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 23, 2020
Inspired Entertainment, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36689 | 47-1025534 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
250 West 57th Street, Suite 415 New York, New York |
10107 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 565-3861
Not Applicable
(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 to 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | INSE | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement |
| (a) | On December 23, 2020, Landgame S.à r.l., a Luxembourg limited company (“Landgame”),entered into a Termination Agreement (“Termination Agreement”) with Inspired Entertainment, Inc. (the “Company”), with respect to that certain Stockholders Agreement, dated December 23, 2016 by and among Landgame, the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors parties thereto (the “Stockholders Agreement”). Pursuant to the Termination Agreement, Landgame irrevocably renounced any and all rights and interests it may directly or indirectly have under or pursuant to the Stockholders Agreement, effective as of the date that Landgame divests itself of legal title to all of its shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and transfers such Common Stock (the “Transfer”) pursuant to that certain Trust Agreement dated December 23, 2020 (the “Trust Agreement”) by and between Landgame and Evan Davis, as trustee. |
| (b) | On December 23, 2020, the Company entered into an agreement with the Trustee (the “Voting Agreement”), pursuant to which, among other things, the Trustee agreed, at each annual or special meeting of the stockholders of the Company at which a vote will be taken, the Trustee will timely vote such number of shares of Common Stock that the Trustee may hold on the record date with respect to such meeting, or authorize a proxy or proxies to timely vote such shares, on each matter submitted to a vote of the stockholders at such meeting, in proportion to the votes of all of the other stockholders of the Company represented in person or by proxy at such meeting with respect to such matter (i.e., mirror voting). In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter. |
The foregoing provisions of the Termination Agreement and the Voting Agreement are qualified in their entirety by reference to the provisions of the agreements annexed as exhibits to this Report on Form 8-K. The Company is not a party to the Trust Agreement. However, the form of Trust Agreement will be included as an exhibit to a Schedule 13D to be filed by the Trustee with respect to the Transfer.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(a) Departure of Directors or Certain Officers.
On December 23, 2020, Mr. M. Alexander Hoye notified the Company by letter that he would resign as a member of the Board of Directors (the “Board”) and as a member of each Board committee on which he serves, effective the close of business on December 23, 2020. Mr. Hoye advised the Company that his resignation was not due to any disagreement between him and the Company on any matter relating to the Company's operations, policies or practices.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| December 23, 2020 | Inspired Entertainment, Inc. | |
| By: | /s/ Carys Damon | |
| Name: Carys Damon | ||
| Title: General Counsel | ||
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Exhibit 99.1
Execution Copy
TERMINATION AGREEMENT
This TERMINATION AGREEMENT (this “Agreement”) is entered into as of December 23, 2020, by and between Landgame S.à r.l., a Luxembourg limited company (“Landgame”), and Inspired Entertainment, Inc. (the “Company”), with respect to that certain Stockholders Agreement, dated December 23, 2016 by and among Landgame, the Company, Hydra Industries Sponsor LLC, Macquarie Sponsor and the Vendors parties thereto (the “Stockholders Agreement”). Each capitalized term used but not otherwise defined herein has the meaning given to such term in the Stockholders Agreement.
WHEREAS, Landgame will divest itself of all of its shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and will transfer legal ownership of such Common Stock (the “Transfer”) to a trustee (the “Trustee”) pursuant to that certain Trust Agreement, dated as of the date hereof; and
WHEREAS, Landgame desires to renounce any and all rights it may have pursuant to the Stockholders Agreement and Landgame and the Company desire to terminate all of Landgame’s obligations under the Stockholders Agreement.
NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration paid to Landgame the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound hereby agree as follows:
1. Landgame does hereby irrevocably renounce any and all rights and interests it may directly or indirectly have under or pursuant to the Stockholders Agreement, effective as of the Transfer.
2. Each of the parties hereto hereby agrees that, effective as of the Transfer, any and all of Landgame’s obligations pursuant to the Stockholders Agreement are hereby terminated, cancelled and discharged in their entirety, and Landgame shall have no further rights or obligations thereunder.
3. Notwithstanding the foregoing, nothing herein shall affect the rights under that certain Registration Rights Agreement, dated as of December 23, 2016, by and among the Company, Landgame and the other Vendors party thereto and the Company agrees that, upon the Transfer, the Trustee and the trust shall succeed to all rights of Landgame in respect of the shares of Common Stock in accordance with the terms thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
| LANDGAME S.À R.L. | ||
| By: | /s/ Gael Sausy | |
| Name: Gael Sausy | ||
| Title: B Manager and Authorised Representative | ||
| INSPIRED ENTERTAINMENT, INC. | ||
| By: | /s/ Carys Damon | |
| Name: Carys Damon | ||
| Title: General Counsel | ||
[Termination Agreement]
Exhibit 99.2
Execution Copy
VOTING AGREEMENT
Reference is hereby made to that certain Trust Agreement (“Trust Agreement”) dated December 23, 2020, by and between Landgame S.A.R.L., a Luxembourg limited company (“Landgame”) and Evan Davis (the “Trustee”). Capitalized terms used but not defined herein (this “Agreement”) shall have the meanings ascribed thereto in the Trust Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee hereby agrees with Inspired Entertainment, Inc., a Delaware corporation (“Inspired”), as follows:
| 1. | Mirror Voting |
| a. | Pursuant to Section 6 of the Trust Agreement, at each annual or special meeting of the stockholders of Inspired at which a vote will be taken, the Trustee will timely vote such number of Landgame Shares that comprise the Trust Property as he may hold on the record date with respect to such meeting, or authorize a proxy or proxies to timely vote such shares, on each matter submitted to a vote of the stockholders at such meeting, in proportion to the votes of all of the other stockholders of Inspired represented in person or by proxy at such meeting with respect to such matter (i.e., mirror voting). In determining the vote of such other stockholders, abstentions or “broker non-votes” with respect to any matter shall not be deemed to have been voted with respect to such matter. |
| b. | The Trustee hereby agrees to provide to Continental Stock Transfer & Trust Company, the transfer agent and registrar of the common stock of Inspired (or any successor transfer agent and registrar (the “Transfer Agent”)), such information, authorizations and directions as the Transfer Agent may reasonably request in order to effectuate the purposes of clause (a) above. |
| c. | Nothing herein shall be deemed to bind any transferee of the Landgame Shares that comprise the Trust Property following a sale or transfer of such shares by the Trustee to such transferee in a bona fide transaction. |
| 2. | Other Agreements. |
| a. | Further Assurances. Each of Inspired and the Trustee agrees to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. |
| b. | Notices. All notices, statements or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first class registered or certified mail or overnight courier service, (ii) by facsimile and (iii) by electronic mail, in each case to the address, facsimile number or email address as each party shall have provided to the other in connection with this Agreement. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. |
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Execution Copy
| c. | Entire Agreement. This Agreement embodies the entire agreement and understanding between the Trustee and Inspired with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. |
| d. | Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto. |
| e. | Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by both parties hereto. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. |
| f. | Assignment. The rights and obligations under this Agreement may not be assigned by either of the parties hereto without the prior written consent of the other party; provided that the obligations of the Trustee hereunder shall be binding upon any successor trustee pursuant to the Trust Agreement. |
| g. | Benefit. All statements, representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement. |
| h. | Governing Law; Jurisdiction. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof. The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in New York County, New York, and waive any objection to such venue, including any objection based upon forum non conveniens or other grounds. |
| i. | Injunctive Relief. The Trustee acknowledges and agrees that in the event of a breach or threatened breach of this Agreement Inspired Entertainment will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. |
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Execution Copy
| j. | Severability. In the event that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect. |
| k. | No Waiver of Rights, Powers and Remedies. No failure or delay by either party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. |
| l. | Headings and Captions. The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof. |
| m. | Counterparts. This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. |
| n. | Term. The obligations of the Trustee hereunder shall terminate on the earlier of (i) the termination of the Trust Agreement in accordance with its terms, or (ii) the sale or disposition of all of the Landgame Shares that comprise the Trust Property to third parties in bona fide transactions. |
| o. | Disclosure. The parties hereto hereby acknowledges that (i) the terms of this Agreement will be publicly disclosed by Inspired, and (ii) this Agreement will be filed with the Securities and Exchange Commission as an exhibit to a Form 8-K of Inspired. |
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Execution Copy
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
| /s/ Evan Davis | |
| Evan Davis | |
| Inspired Entertainment, Inc. |
| By: | /s/ Carys Damon | |
| Name: | Carys Damon | |
| Title: | General Counsel |
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Exhibit 99.3
December 23, 2020
To the Board of Directors of Inspired Entertainment, Inc.
I hereby submit my resignation as a director of Inspired Entertainment, Inc., and as a member of each board committee on which I serve, effective as of the close of business on December 23, 2020.
It has been my great privilege to have served as a director of the company since 2017. I wish the company and its management and employees every measure of success.
| Sincerely, | |
| /s/ M. Alexander Hoye | |
| M. Alexander Hoye |