Filed Pursuant to Rule 424(b)(3)
File Number 333-123228
PROSPECTUS SUPPLEMENT NO. 8
to Prospectus declared
effective on June 12, 2006
(Registration No. 333-123228)
SPARK NETWORKS PLC
This Prospectus Supplement No. 8 supplements our Prospectus dated June 12, 2006 and Prospectus Supplements Nos. 1, 2, 3, 4, 5, 6 and 7 (collectively referred to as, the Prospectus Supplements) dated June 20, July 10, August 4, August 11, September 21, November 9, and November 15, 2006, respectively. The selling shareholders identified in the Prospectus are offering ordinary shares in the form of American Depositary Shares, or ADSs. Each ADS represents the right to receive one ordinary share. We will not receive any proceeds from the sale of the shares by the selling shareholders, except for funds received from the exercise of warrants and options held by selling shareholders, if and when exercised.
You should read this Prospectus Supplement No. 8 together with the Prospectus and Prospectus Supplements. This Prospectus Supplement No. 8 includes the attached Current Report on Form 8-K of Spark Networks plc as filed with the Securities and Exchange Commission on November 22, 2006.
Our ADSs are listed on the American Stock Exchange under the trading symbol LOV.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 8 is November 22, 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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 20, 2006
Spark Networks plc
(Exact Name of Registrant as Specified in Its Charter)
England and Wales
(State or Other Jurisdiction of Incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
|8383 Wilshire Boulevard, Suite 800, Beverly Hills, California||90211|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants 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))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 5.02||Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers|
On November 20, 2006, Martial Chaillet resigned as a director of Spark Networks plc (the Company) effective immediately. Mr. Chaillets resignation was not due to any disagreement with the Company.
|Item 8.01||Other Events|
On November 21, 2006, the Company issued a press release announcing results of its Annual General Meeting of shareholders, including approval of the Companys Share Repurchase Plan authorizing the potential repurchase of up to an aggregate of approximately 2,000,000 shares. The Share Repurchase Plan is further described in the Companys proxy statement filed with the Securities and Exchange Commission on October 19, 2006. The repurchases will be done in the open market on the American Stock Exchange, Frankfurt Stock Exchange and XETRA exchange. The authorization to repurchase shares is valid for the next 18 months.
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
|Item 9.01||Financial Statements and Exhibits|
|99.1||Press Release dated November 21, 2006|
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.
|SPARK NETWORKS PLC|
|Date: November 21, 2006||By:||/s/ Mark G. Thompson|
|Name:||Mark G. Thompson|
|Title:||Chief Financial Officer|
SPARK NETWORKS® ANNOUNCES RESULTS
OF ITS ANNUAL GENERAL MEETING OF SHAREHOLDERS
BEVERLY HILLS, Calif., November 21, 2006 - Spark Networks plc (AMEX: LOV), a leading provider of online personals services, announced the results of its Annual General Meeting held on November 21, 2006.
All five board nominees were elected to serve as directors of Spark Networks. David Siminoff was re-elected to serve as Chairman of the Board. Following the meeting, the Companys board consists of ten members, nine of whom are outside directors.
In addition, shareholders approved the Directors Remuneration Report; the reappointment of Ernst & Young LLP as independent auditors; and gave approval to receive the Companys accounts for the year ended December 31, 2005.
Also at the meeting, shareholders in accordance with the recommendation of Spark Networks board of directors, approved the Companys Share Repurchase plan authorizing the potential repurchase of up to an aggregate of approximately 2,000,000 shares. The repurchases will be done in the open market on the American Stock Exchange, Frankfurt Stock Exchange and XETRA exchange. The authorization to repurchase shares is valid for the next 18 months.
Any repurchases of ADSs on the American Stock Exchange will be conducted in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, which prescribes price, volume and procedural requirements for an issuer purchasing its shares. Although any repurchases on the Frankfurt Stock Exchange are not required to comply with Rule 10b-18, in addition to complying with German buyback rules, the Company intends, to the extent practicable, to conduct such repurchases as though the conditions of Rule 10b-18 were applicable. The repurchase plan will be funded using the Companys distributable profits as prescribed by UK law.
Rule 10b-18 prescribes price, volume and procedural restrictions for an issuer purchasing its own shares as follows:
|||The Company must effect all repurchases from or through only one broker or dealer per exchange on any single day.|
|||A purchase shall not constitute the opening transaction nor may any purchases take place during the last half hour of trading before the scheduled close of trading.|
|||The purchase must be conducted at a price that is the highest current independent published bid or the last independent sale reported, whichever is higher.|
|||The total amount purchased on any given day may not exceed 25 percent of the average daily trading volume. However, once a week, the Company may purchase, subject to the other restrictions described above, blocks of its securities.1|
Safe Harbor Statement:
This press release contains forward-looking statements. Any statements in this news release that are not statements of historical fact may be considered to be forward-looking statements. Written words, such as may, will, expect, believe, anticipate, estimate, intends, goal, objective, seek, attempt, or variations of these or similar words, identify forward-looking statements. By their nature, forward-looking statements and forecasts involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the near future. There are a number of factors that could cause actual results and developments to differ materially, including, but not limited to our ability to: attract members; convert members into paying subscribers and retain our paying subscribers; keep pace with rapid technological changes; maintain the strength of our existing brands; and maintain and enhance those brands and our dependence upon the telecommunications infrastructure and our networking hardware and software infrastructure. For a discussion of these and further risks and uncertainties, please see our filings with the
Securities and Exchange Commission. We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information that we file at the SECs public reference room at 100 F Street, N.E., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our public filings with the SEC also are available from commercial document retrieval services and at the web site maintained by the SEC at http://www.sec.gov.
About Spark Networks plc:
Spark Networks American Depository Shares trade on the American Stock Exchange under the symbol LOV, and its Global Depositary Shares trade on the Frankfurt Stock Exchange under the symbol MHJG. The Spark Networks portfolio of consumer websites includes, among others, JDate®.com (www.jdate.com), AmericanSingles®.com (www.americansingles.com), BBWPersonalsPlus®.com (www.bbwpersonalsplus.com), BlackSingles.com® (www.blacksingles.com), CatholicMingle.com (www.catholicmingle.com), LDSMingle®.com (www.ldsmingle.com), LDSSingles.com (www.ldssingles.com), PrimeSingles.net (www.primesingles.net), and Relationships.com (www.relationships.com).
For More Information
|1||The volume limitation does not apply to block purchases. A block is defined as a quantity of stock that either has a purchase price of $200,000 or more, is at least 5,000 shares and has a purchase price of at least $50,000 or is at least 20 round lots of the security and totals 150 percent or more of the trading volume for that security. A round lot is defined as 100 shares. Therefore, notwithstanding the volume limitation of Rule 10b-18, the Company may purchase, subject to the other restrictions described above, blocks of its securities.|