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This Amendment No. 1 to the Schedule 13D (the
Schedule 13D), filed by DG FastChannel, Inc. (the Reporting Person),
dated May 7, 2007, relates to the common stock, $0.001 par value (the Common
Stock), of Enliven Marketing Technologies Corporation, a Delaware
corporation (the Company). The
Companys principal executive offices are located at 205 West 39th Street,
16th Floor, New York, NY 10018. The Reporting Person hereby amends and
supplements Items 3, 4, 5, 6 and 7 of the Schedule 13D.
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As previously reported, the Reporting Person in May
2007 acquired shares of Common Stock for investment purposes and disclosed
the intent to: (i) continuously
evaluate the Companys business, financial condition, operating results,
capital structure, management, stock market performance, competitive outlook
and other relevant factors; (ii) seek the views of, hold active discussions
with and respond to inquiries from members of the board of directors,
officers or representatives of the Company and other persons regarding the
Companys affairs and strategic alternatives, and the interests of other
stockholders in participating in such alternatives; (iii) purchase additional
shares of Common Stock or dispose of any and all such shares; (iv) develop
plans respecting, or propose changes in, the management, composition of the
board of directors, policies, operations, capital structure or business of
the Company, including a possible recapitalization or sale of the Company;
(v) conduct investigations and, if warranted by such review, make and
negotiate proposals to and with the Company concerning the foregoing matters;
(vi) enter into agreements with the Company in connection with such
negotiations and proposals; and (vii) potentially formulate plans or make
proposals, and take such action with respect to its investment in the
Company, including any or all of the items set forth in paragraphs (a)
through (j) of Item 4 of Schedule 13D and any other actions, as it may
determine.
On May 7, 2008, the Reporting Person, its
wholly-owned subsidiary, DG Acquisition Corp. VI. (DG Acquisition), and the
Company entered into an Agreement and Plan of Merger (the Merger
Agreement), pursuant to the terms of which, DG Acquisition will merge (the
Merger) with and into the Company, with the Company continuing as the
surviving corporation and a wholly-owned subsidiary of the Reporting Person.
At the effective time of the Merger, all shares of
Common Stock then outstanding (other than Common Stock owned by the Reporting
Person) will be converted into the right to receive 0.051 of a share of
common stock, par value $0.001 per share, of the Reporting Person.
The Reporting Person and the Company have made
customary representations, warranties and covenants in the Merger Agreement,
including, among others: (i) covenants
generally requiring the Company to conduct its business prior to the closing of
the Merger in the ordinary course consistent with past practice; (ii) subject
to the right of the Companys Board of Directors to exercise its fiduciary
duties, covenants restricting the solicitation of competing acquisition
proposals, and (iii) covenants relating to (a) the holding of a meeting of
the Companys stockholders to vote upon the Merger and approval of the Merger
Agreement and (b) the holding of a meeting of the Reporting Persons
stockholders to vote upon the issuance by the Reporting Person of shares of
common stock, par value $0.001 per share, as set forth in, and subject to the
terms of, the Merger Agreement. In
addition, the Reporting Person has agreed to vote all of the shares of Common
Stock owned by the Reporting Person in favor of the Merger and the Merger
Agreement at the meeting of the Companys stockholders, subject to certain
limitations set forth in the Merger Agreement, including if the Companys
Board of Directors withdraws it recommendation or makes a change of
recommendation.
Pursuant to the Merger Agreement, each of the
Company and the Reporting Person has certain rights to terminate the Merger
Agreement and the Merger, including upon recommendation by the Companys
Board of Directors of a Superior Proposal (as defined in the Merger
Agreement). Upon the termination of
the Merger Agreement pursuant to specified circumstances set forth in the
Merger Agreement, including upon such a change in recommendation, the Company
must pay the Reporting Person a termination fee equal to $3,270,465.
The foregoing summary of the Merger Agreement is
qualified in its entirety by reference to such agreement, which is filed as
an exhibit hereto and is hereby incorporated herein by reference. The Merger Agreement has been attached to
provide investors with information regarding its terms. It is not intended to provide any other
factual information about the Reporting Person, the Company, their respective
businesses or the actual conduct of their respective businesses during the
period prior to the consummation of the Merger. Moreover, certain representations and
warranties in the Merger Agreement were used for the purpose of allocating
risk between the Reporting Person and the Company, rather than establishing
matters of fact. Accordingly, the
representations and warranties in the Merger Agreement may not constitute the
actual state of facts about the Reporting Person and the Company.
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