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): November 26, 2013

 

 

 

GLOBAL EAGLE ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

 

 

  

Delaware 001-35176 27-4757800

(State or other jurisdiction 

of incorporation)

(Commission 
File Number)

(IRS Employer 

Identification No.)

 

4353 Park Terrace Drive. Westlake Village, California 91361

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (818) 706-3111

 

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 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))
   
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On November 22 and 26, 2013, Global Eagle Entertainment Inc. (the “Company”) entered into warrant purchase agreements with holders of warrants (“Warrants”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at an exercise price of $11.50 per share, pursuant to which the Company issued an aggregate of 654,123 shares of Common Stock in exchange for the surrender of Warrants to purchase an aggregate of 2,160,300 shares of Common Stock. The exchanges were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereunder based on the fact that the shares of Common Stock were exchanged by the Company with the Company’s existing security holders exclusively and no commission or other remuneration was paid or given directly or indirectly for soliciting such exchange. 

 

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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.

 

 

Dated:  December 3, 2013 GLOBAL EAGLE ENTERTAINMENT INC.
     
  By: /s/ Michael Pigott
    Michael Pigott
    VP Legal

 

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