Filed Pursuant to Rule 424(b)(3)
File Number 333-123228
PROSPECTUS SUPPLEMENT NO. 13
to Prospectus declared
effective on June 12, 2006
(Registration No. 333-123228)
SPARK NETWORKS PLC
This Prospectus Supplement No. 13 supplements our Prospectus dated June 12, 2006 and Prospectus Supplements Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 (collectively referred to as, the “Prospectus Supplements”) dated June 20, 2006, July 10, 2006, August 4, 2006, August 11, 2006, September 21, 2006, November 9, 2006, November 15, 2006, November 22, 2006, November 30, 2006, February 7, 2007, February 13, 2007, and February 13, 2007, 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. 13 together with the Prospectus and Prospectus Supplements.
This Prospectus Supplement No. 13 includes the attached Current Report on Form 8-K of Spark Networks plc as filed with the Securities and Exchange Commission on February 26, 2007.
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. 13 is February 26, 2007.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 20, 2007
Spark Networks plc
(Exact Name of Registrant as Specified in Its Charter)
England and Wales
(State or Other Jurisdiction of Incorporation)
| 000-51195 | 98-02006281 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 8383 Wilshire Boulevard, Suite 800, Beverly Hills, California | 90211 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(323) 836-3000
(Registrant’s 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
5.02(e): Accelerated Vesting and Forfeiture of Options in Connection with Resignation of CEO
In connection with David Siminoff’s resignation as Chief Executive Officer of Spark Networks plc (the “Company”), which was effective as of February 20, 2007 and which was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2007, the Company’s Board of Directors accelerated options to purchase 156,250 shares that were previously scheduled to vest in August of 2007. These options are part of a grant of 1,250,000 options (the “Employment Options”), of which 468,750 had already vested. In addition, Mr. Siminoff agreed to forfeit the remaining, unvested 468,750 Employment Options. As a result of the acceleration of the 156,250 options, the forfeiture of the remaining unvested options and Mr. Siminoff’s prior exercise of certain options, Mr. Siminoff currently holds 468,750 exercisable options, each at an exercise price of €3.11 (euro) per share, which is approximately $4.08 based on the current conversion rate.
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.
| SPARK NETWORKS PLC | ||||||||
| Date: February 23, 2007 | By: | /s/ Mark G. Thompson | ||||||
| Name: Title: |
Mark G. Thompson Chief Financial Officer | |||||||