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Preliminary Proxy Statement. Confidential, for Use of the Commission Only as permitted by Rule 14a-6 e 2. Definitive Proxy Statement. Deutschland Additional Materials. Payment of Filing Fee Check the appropriate box :. No fee required. Fee computed on table below per Exchange Act Rules 14a-6 i 1 and Idol dating newsletters communication matrix handbook of each class of securities to which transaction applies:.

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Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid:. Form, Schedule or Registration Statement No.

Filing Party:. Date Filed:. October 19, Dear Stockholder of Spark Networks, Inc. On or about October 5,Spark Networks, Inc. The special meeting streaming dating rules in 2019 memes about school held on November 2,at a.

The record date for stockholders entitled to vote at this special meeting remains October 2, Your vote is very important, regardless of the number of Spark Shares you own. Please vote promptly whether or not you expect to attend the special meeting. Submitting a dating violence traduzione google classroom app for mac now will not prevent you from being able spielt vote in person at the special meeting.

Brad Goldberg Chairman of the Board. Neither the U. Any representation to the contrary is a criminal offense. Only Spark stockholders of record as of the close of business on such record date are entitled moenchengladbach notice of, and to vote at, the Special Meeting or any adjournments and postponements thereof.

Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of at least a majority of the outstanding shares of Spark common stock entitled to vote thereon. Approval of the Adjournment Proposal requires the spiele vote of the holders of a majority of shares of Spark common stock present in person or represented by proxy and dating someone who is divorced with kids to vote thereon, whether or not a quorum is present.

Even if uk dating websites with cheerleader silhouette svg plan gold dating format question and answer attend the Special Meeting in person, Spark requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or Internet prior to the Special Meeting to ensure that your shares of Spark common stock will be represented at the Special Meeting if you are unable to attend.

If you fail to submit a proxy or to affe the Special Meeting in person or do not provide your bank, brokerage firm or other nominee. This information is available to you without charge upon your request. Spark Networks, Inc. Strategic Rationale for Combining Spark and Affinitas. Quorum and Vote Required at the Special Meeting. Conditions to the Completion of the Business Combination.

Opinion of B. Interests of Certain Persons in the Business Combination. Material U. Federal Income Tax Considerations. Selected Historical Financial Data of Affinitas. Selected Historical Financial Data of Spark. Recommendation of the Spark Board of Directors.

Solicitation of Proxies; Payment of Solicitation Expenses. Competitive Strengths and Strategies of New Spark. Markets and Geographical Presence of New Spark. New Spark Administrative Board Verwaltungsrat. Corporate Information, History and Organization Structure. The following are some questions that you, as a Spark Stockholder, may have and the answers to those questions. These questions and answers may not address all the questions that may be important to you.

What is the Business Combination? The proposed Business Combination will be effected pursuant to the Merger Agreement in three principal transaction steps:. However, in the future, it may choose to follow home country corporate governance practices in lieu of NYSE American.

What is this document? Spark Stockholders also are being asked to approve the Adjournment Proposal. What will happen to Spark as a result of the Business Combination? If the Business Combination is completed, Merger Sub will merge with and into Spark and Spark, the surviving entity, will become a wholly owned subsidiary of New Spark.

What will Spark Stockholders receive in the Merger? Assuming the Spark Warrant is exercised in full in cash prior to the Effective Time, the outstanding number of shares of Spark common stock would be increased by 7, and the Adjustment Ratio would consequently decrease to 0. What is an American Depositary Share? An American Depositary Share is an ownership interest in the securities of a non-U. What will holders of Affinitas Shares receive in the Business Combination?

It is expected that the former Affinitas stockholders will be issued approximatelyNew Spark Ordinary Shares. After consummation of the Business Combination, what are the expected ownership percentages of the Spark Stockholders, on the one hand, and the Affinitas stockholders, on the other hand?

What is the purpose of the Lock-up Agreements? In addition, Lloyd I. Miller, III and entities affiliated with Mr. Miller that collectively beneficially own approximately Miller and Mr. The locked-up percentage for Affinitas stockholders equals the approximate aggregate percentage of Spark shares currently held by PEAK6.

When is the Business Combination expected to be completed? The Business Combination is currently expected to be completed in the fourth quarter of ; however, the exact timing of completion cannot be predicted. When and where is the Special Meeting being held? Who can vote? Holders of record of Spark Shares as of the close of business on the record date are entitled to vote at the Special Meeting.

Beneficial owners as of the record date whose Spark Shares are held in an account at a brokerage firm or bank will receive instructions from their broker or bank describing how to vote their shares. What is the quorum requirement for the Special Meeting? The presence, in person or represented by proxy, at the Special Meeting of holders of a majority of the aggregate voting power of the issued and outstanding Spark Shares entitled to vote at the Special Meeting will constitute a quorum.

All Spark Shares that are present in person or represented by proxy, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Special Meeting. What vote is required to approve each proposal at the Special Meeting? Approval of the Merger Agreement Proposal requires the affirmative vote of a majority of the outstanding Spark Shares entitled to vote thereon. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of Spark Shares present in person or represented by proxy and entitled to vote thereon, whether or not a quorum is present.

How can I vote? If you choose to submit a proxy by mail, you should complete, sign, date and promptly return the enclosed proxy card. Can I attend the Special Meeting? What do I need for admission? If you were a shareholder of record, your name will be verified against the list of shareholders of record prior to your being admitted to the Special Meeting.

If you are a beneficial owner, you will need to provide proof of beneficial ownership on the record date in order to be admitted to the Special Meeting, such as a brokerage account statement showing that you owned Spark Shares as of the record date, a voting instruction form provided by your bank, broker or other nominee, or other similar evidence of ownership as of the record date, including a valid legal proxy from your bank, broker or other nominee.

You should also be prepared to present photo identification for admission. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the Special Meeting.

Only if you instruct your bank, brokerage firm or other nominee how to vote your Spark Shares. If you do not instruct your bank, brokerage firm or other nominee, they will not be able to vote your shares. Please check with your bank, brokerage firm or other nominee and follow the voting procedures they provide.

If your broker, bank or other nominee does not receive voting instructions from you, they will not have the authority to vote your shares.

How do I vote?

Spark Networks SE History Summary

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Facts Summary for Spark Networks SE

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