UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~The Securities Exchange Act of 1934~~the

~~Date~~Securities ofExchange ~~report~~Act ~~(Date~~ of ~~earliest event reported): June 15, 2011~~1934

Date of Report (Date of earliest event reported): July 25, 2011

MediaMind Technologies Inc.

(Exact name of registrant as specified in its charter)

DELAWARE	001-34844	52-2266402
Delaware	001-34844	52-2266402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

135 West 18th Street, 5th Floor

New York, NY 10011

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

(646) 202-1320

(Registrant’s telephone number, including area code)

Not ~~Applicable~~applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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):

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

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

Item 13.01 ~~Entry~~. ~~into~~Notice of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs ~~June~~a ~~15,~~result ~~2011~~of the transactions described in Item 5.01 hereof, MediaMind Technologies Inc., ~~a Delaware corporation~~ (the “Company”), DGno ~~FastChannel,~~longer ~~Inc.,~~fulfills athe ~~Delaware~~numerical ~~corporation~~listing ~~(“DG”),~~requirements ~~and~~of DGthe ~~Acquisition~~NASDAQ ~~Corp~~Global Select Market (“NASDAQ”). ~~VII~~Accordingly, aon ~~Delaware~~July 26, ~~corporation~~2011, ~~and~~at athe ~~wholly-owned~~Company’s ~~subsidiary~~request, ofNASDAQ DGfiled (with the ~~“Purchaser”),~~Securities ~~entered~~and ~~into~~Exchange Commission a ~~definitive~~Notification ~~Agreement~~of ~~and~~Removal ~~Plan~~from ofListing ~~Merger~~and/or ~~(the~~Registration ~~“Merger~~under ~~Agreement”~~Section 12(b), of ~~pursuant~~the toSecurities ~~which~~Exchange ~~DG,~~Act ~~through~~of ~~the Purchaser~~1934, ~~will~~as ~~commence~~amended ~~an offer~~ (the “~~Offer~~Exchange Act”), toon ~~acquire~~Form 25 ~~all~~thereby ofeffecting the ~~outstanding~~delisting ~~shares~~ of the ~~Company’s~~ common stock, par value $0.001 per share, of the Company (the “Shares”), ~~for~~from ~~$22.00~~NASDAQ ~~per share in cash, without interest~~ and ~~subject~~the toderegistration ~~applicable~~of ~~withholding~~the ~~taxes~~Shares (under the ~~“Offer~~Exchange ~~Price”)~~Act.

~~Completion~~Item of3.02. ~~the~~Unregistered ~~Offer~~Sales ~~is subject to several conditions, including (i) that a majority~~ of ~~the~~Equity Shares outstanding (determined on a fully diluted basis) be validly tendered and not validly withdrawn prior to the expiration of the Offer; (ii) the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); and (iii) certain other customary conditionsSecurities.

The ~~Merger~~disclosure ~~Agreement~~contained ~~also~~in ~~provides~~Item 5.01 ~~that~~hereof ~~following~~is ~~consummation~~incorporated ofby ~~the~~reference. ~~Offer~~The ~~and~~Top-Up ~~satisfaction~~Shares ~~of certain conditions, Purchaser will merge with and into the Company~~ (~~the “Merger”), with the Company surviving~~ as adefined ~~wholly-owned~~in ~~subsidiary of DG~~Item 5.01 ~~Upon~~hereof) ~~completion~~were ofissued ~~the~~without ~~Merger,~~registration ~~each~~under ~~Share outstanding immediately prior to~~ the ~~effective~~Securities ~~time~~Act of ~~the~~1933, ~~Merger~~as amended (~~excluding~~the ~~those~~“Securities ~~Shares that are held by (i~~Act”) DG, ~~Purchaser,~~in reliance upon the ~~Company~~exemption orfrom ~~their~~registration ~~respective~~set ~~subsidiaries~~forth orin Section 4(ii2) ~~stockholders~~ of the ~~Company~~Securities ~~who~~Act ~~properly~~for ~~exercised~~transactions ~~their~~not ~~appraisal~~involving ~~rights~~a ~~under~~public ~~the Delaware General Corporation Law) will be converted into the right to receive the Offer Price~~offering.

IfItem Purchaser holds 90% or more of the outstanding Shares following the completion of the Offer, the parties will effect the Merger as a short-form merger without the need for approval by the Company’s stockholders5. ~~Otherwise, the Company may hold a special stockholders’ meeting to obtain stockholder approval of the Merger~~01. ~~Subject~~Changes toin ~~the~~Control ~~terms~~ of the Merger Agreement, applicable law and the number of authorized and unissued Shares available under the Company’s certificate of incorporation, the Company has granted Purchaser an irrevocable option (the “Top-Up Option”), exercisable after completion of the Offer, to purchase additional Shares from the Company as necessary so that DG and Purchaser own not less than 90% of the total Shares outstanding immediately after the issuance of Shares under the Top-Up OptionRegistrant.

~~The~~As previously disclosed, on June 15, 2011, DG FastChannel, Inc. (“Parent”), DG Acquisition Corp. VII, a wholly-owned subsidiary of Parent (“Purchaser”), and the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”). ~~contains~~Pursuant ~~representations~~to ~~and~~the ~~warranties~~Merger Agreement, and ~~covenants~~upon ~~customary~~the ~~for~~terms aand ~~transaction~~subject ofto ~~this~~the ~~nature~~conditions thereof, ~~including~~Purchaser commenced a ~~covenant~~tender offer to purchase all of the Company’s toissued ~~conduct~~and ~~its~~outstanding ~~business~~Shares, at a per Share price of $22.00 in cash, without interest thereon (the ~~ordinary~~“Offer ~~course~~Price”), upon the terms and ~~not~~subject to ~~take~~the ~~certain~~conditions ~~specified~~set ~~actions~~forth ~~prior~~in the Offer to ~~consummation~~Purchase, dated June 24, 2011, and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the ~~Merger~~“Offer”).

The ~~Company~~Offer ~~has~~expired ~~agreed~~at ~~not to solicit~~midnight, ~~initiate~~New orYork ~~knowingly~~City ~~take~~time, ~~any~~at ~~action to facilitate or encourage~~ the ~~submission~~end of, ~~and~~the ~~not~~day toon ~~enter~~Friday, ~~into~~July 22, or2011 ~~participate~~(the in“Expiration ~~any~~Time”). ~~discussions~~Based orupon ~~negotiations~~information ~~regarding,~~provided ~~alternative~~by ~~proposals for~~ the ~~acquisition of the Company. However~~depositary, ~~subject~~as toof the ~~satisfaction~~Expiration ~~of certain conditions~~Time, ~~the~~an ~~Company~~aggregate ~~and its board~~ of ~~directors~~18, ~~as applicable~~168,978 ~~would~~Shares ~~be permitted to take certain actions,~~ (including ~~terminating the Merger Agreement or changing the board of directors’ recommendation~~3,055,756 ~~following~~Shares ~~receipt~~subject ofto anguarantees ~~unsolicited acquisition proposal that the board~~ of ~~directors~~delivery) ~~determines~~were invalidly ~~good~~tendered ~~faith~~and ~~constitutes~~not awithdrawn, ~~superior~~representing ~~proposal. The~~approximately ~~Merger Agreement can also be terminated by DG or the Company under certain other circumstances~~93. In4% ~~connection with certain terminations, including a termination by the Company in response to receipt~~ of ~~a superior proposal,~~ the ~~Company~~total ~~will~~outstanding beShares. ~~required~~All toShares ~~pay~~validly DGtendered ~~a termination fee equal to $18.5 million,~~ and innot ~~connection~~properly ~~with~~withdrawn ~~certain~~were ~~other~~accepted ~~terminations,~~for ~~including~~purchase ~~a termination~~ by ~~the~~Purchaser. ~~Company in response to DG’s and the~~ Purchaser’s ~~failure~~promptly topaid ~~consummate~~(or ~~the Offer, DG~~ will bepromptly ~~required to~~ pay, ~~the~~as ~~Company~~applicable) afor ~~termination~~such ~~fee~~Shares ~~equal~~at tothe ~~$40~~Offer ~~million~~Price.

DGSubsequent ~~has~~to ~~represented~~the toexpiration of the ~~Company~~Offer, on July 25, 2011, in order to permit a “short-form” merger in accordance with Section 253 of the ~~Merger~~Delaware ~~Agreement~~General ~~that~~Corporation itLaw, ~~has~~Purchaser ~~obtained~~exercised ~~debt~~its ~~financing~~option ~~commitments~~(the ~~for~~“Top-Up Option”) to purchase Shares directly from the ~~transactions~~Company ~~contemplated~~in byaccordance with the Merger Agreement. Purchaser purchased 24,500,000 Shares (the ~~aggregate~~“Top-Up ~~proceeds~~Shares”) at a price of ~~which~~$22.00 ~~will~~per beShare ~~sufficient~~(the ~~for~~same DGamount topaid ~~pay~~for ~~the~~each ~~aggregate~~Share ~~purchase~~tendered ~~price~~and accepted for ~~the~~payment ~~Shares~~by inPurchaser pursuant to the Offer) and ~~all~~paid ~~related~~the ~~fees~~purchase price of $539,000,000 by delivery of a check and ~~expenses~~a promissory note to the Company. ~~Consummation~~The ofTop-Up Shares, when combined with the ~~Offer~~Shares ~~and~~purchased in the ~~Merger~~Offer isthat were not subject to aguarantees ~~financing~~of ~~condition~~delivery, were sufficient to give Purchaser aggregate ownership of more than 90% of the outstanding Shares as of July 25, 2011.

~~The~~On July 26, 2011, pursuant to the Merger Agreement, ~~has~~Purchaser ~~been~~merged ~~adopted~~with and into the Company in a “short-form” merger in accordance with Section 253 of the Delaware General Corporation Law (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. As a result of the Merger, each issued and outstanding Share not tendered in the Offer (other than Shares held in the treasury of the Company or by the ~~boards~~Company’s subsidiaries, Parent or Purchaser, if any, or by stockholders who properly exercise their appraisal rights in accordance with Delaware law) was converted into the right to receive the same $22.00 in cash, without interest thereon, offered pursuant to the Offer. Additionally, at the effective time of ~~directors~~the Merger, (i) each vested and exercisable employee stock option to purchase Shares (“Options”) was cancelled and terminated and converted into the right to receive an amount in cash, without interest, equal to the excess, if any, of ~~both~~the Offer Price over the per Share exercise price of the Option for each Share subject to the Option, (ii) each outstanding Option that was not vested and exercisable that was held by a non-employee director of the Company was cancelled and ~~DG.~~terminated and converted into the right to receive an amount in cash, without interest, equal to the excess, if any, of the Offer Price over the per Share exercise price of such Option for each Share subject to such Option, (iii) each outstanding Option that was not vested and exercisable, other than those held by a non-employee director of the Company, was converted into an option to purchase the number of common shares of the Parent equal to that number of Shares subject to such Option immediately prior to the effective time of the Merger multiplied by a rollover exchange ratio and (iv) each warrant to purchase shares that was issued, unexpired and unexercised immediately prior to the effective time of the Merger and not terminated pursuant to its terms in connection with the Merger (“Warrants”) entitled the holder to

In addition, in connection with the Merger Agreement, on June 15, 2011, DG entered into a Tender and Voting Agreement (the “Tender and Voting Agreement”) with certain stockholders of MediaMind. Pursuant to the Tender and Voting Agreement, each of the stockholders party thereto agrees, among other things, to (i) tender all of the Shares such stockholder beneficially owns in the Offer and (ii) vote such Shares in favor of adopting the Merger Agreement and the transactions contemplated thereby in the event stockholder approval is required to consummate the Merger. The foregoing provisions of the Tender and Voting Agreement terminate in the event that the Merger Agreement is terminated in accordance with its terms or if there are certain amendments to the Offer or Merger Agreement.2

Asreceive ofa ~~June~~payment ~~15,~~in ~~2011~~cash ~~and~~equal ~~based~~to on the ~~information~~excess ~~provided~~of by the ~~stockholders~~Offer ~~subject~~Price toover the ~~Tender~~per ~~and~~Share ~~Voting~~exercise ~~Agreement,~~price ~~the~~previously ~~Shares owned by the stockholders~~ subject to ~~the~~such ~~Tender~~Warrant ~~and~~for ~~Voting~~each ~~Agreement~~Share ~~represent~~previously ~~approximately~~subject ~~42%~~to ofsuch ~~the outstanding Shares~~Warrant.

~~________________________________________~~The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on June 16, 2011.

~~The~~Item foregoing summaries of (i) the Merger Agreement and the transactions contemplated thereby and (ii) the Tender and Voting Agreement and the transactions contemplated thereby, in each case, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement and the Tender and Voting Agreement furnished herewith as Exhibit 25.~~1 and Exhibit 2~~02.2, ~~respectively,~~Departure ~~which~~of ~~are~~Directors 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 Company, DG or ~~Purchaser,~~Principal ~~their~~Officers; ~~respective~~Election ~~businesses, or the actual conduct~~ of ~~their~~Directors; ~~respective~~Appointment ~~businesses during the period prior to the consummation~~ of ~~the~~Principal ~~Merger~~Officers. The Merger Agreement contains representations and warranties that are the product of negotiations among the parties thereto and that the parties made to, and solely for the benefit of, each other as of specified dates. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties and are also qualified in important part by confidential disclosure schedules issued in connection with the Merger Agreement. For the foregoing reasons, shareholders and investors should not rely on such representations and warranties as characterizations of statements of factual information at the time they were made or otherwise.

On ~~June 16~~July 26, 2011, pursuant to the Merger Agreement, the following directors of the Company ~~issued~~resigned: Gal aTrifon, ~~joint~~Eli ~~press~~Barkat, ~~release~~Guy ~~with~~Gamzu, DGMichael J. Kelly, Timothy I. Maudlin, Deven Parekh and James Warner. None of these directors stated that his resignation related to any disagreement relating to the ~~Merger~~Company’s ~~Agreement~~operation, policies or practices. On Athe ~~copy~~same date, the board of directors of the ~~press~~Company ~~release~~filled isthe ~~attached~~vacancies ~~hereto~~created by these resignations by appointing Scott K. Ginsburg and Omar A. Choucair to serve as ~~Exhibit~~directors 99of the Company.1 Each of the new directors was appointed pursuant to the Merger Agreement at the request of Parent. The biography of each new director is contained in Annex A to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company on June 24, 2011 and is incorporated herein by reference.

Item 5.~~02(e) Departure~~03. ofAmendments ~~Directors~~to orArticles ~~Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

OnPursuant ~~June~~to ~~15,~~the ~~2011~~Merger Agreement, inat ~~connection with~~ the ~~Company’s~~effective ~~entry~~time ~~into~~of the Merger ~~Agreement~~, the Company’s ~~entered~~certificate ~~into~~of anincorporation was amended and restated ~~employment~~in ~~agreement~~its ~~with~~entirety, ~~each~~and ofsuch ~~Gal~~amended ~~Trifon,~~and ~~the~~restated ~~Company’s~~certificate ~~Chief~~of ~~Executive~~incorporation ~~Officer,~~became ~~and~~the ~~Ofer~~certificate ~~Zadikario,~~of ~~the~~incorporation ~~Company’s~~of ~~Chief~~the ~~Solutions~~surviving ~~Officer~~corporation. ~~The~~ ~~agreements~~A ~~are~~copy ~~subject~~of ~~to,~~the Amended and ~~will~~Restated ~~become~~Certificate ~~effective~~of ~~on,~~Incorporation ~~the closing~~ of the ~~Merger. Under~~Company ~~the~~is ~~agreements,~~attached ~~Mr.~~hereto ~~Trifon will serve~~ as ~~Chief~~Exhibit 3.1 ~~Digital Officer of DG,~~ and ~~Mr.~~incorporated ~~Zadikario~~herein ~~will~~by ~~continue in his current position~~reference.

~~Each~~Pursuant ofto the ~~agreements~~Merger ~~provides for a grant~~Agreement, ~~after~~at the ~~closing~~effective time of the Merger, ofthe ~~options to purchases shares of DG~~Company’s ~~common~~by-laws ~~stock~~were ~~(75,000~~amended ~~shares~~and ~~for~~restated ~~Mr.~~in ~~Trifon~~their ~~and 50~~entirety,~~000~~ ~~shares~~and ~~for~~such ~~Mr.~~amended ~~Zadikario). The~~and ~~vesting~~restated ofby-laws ~~these~~became ~~options will accelerate 50% on~~ the ~~closing~~by-laws of athe ~~“change~~surviving incorporation. ~~control”~~A ~~and~~copy ~~100% on termination~~ of the ~~executive’s~~Amended ~~employment~~and ~~within~~Restated 12By-laws ~~months~~of ~~after a change in control by~~ the Company ~~without~~is ~~“cause”~~attached orhereto ~~by the executive for “good reason” (~~as ~~such~~Exhibit 3.2 ~~terms~~and ~~are~~incorporated ~~defined~~herein inby ~~the agreements)~~reference.

~~Additional~~Item ~~Information~~9.01. Financial Statements and Exhibits.

The tender offer described in this Current Report on Form 8-K and the exhibits furnished herewith has not yet commenced. The description contained herein is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. At the time the planned offer is commenced, Purchaser will file a tender offer statement on Schedule TO with the Securities and Exchange Commission (~~the “SEC”~~d) and the Company will file a solicitation/recommendation statement on Schedule 14D-9 with respect to the planned offer. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to stockholders of the Company at no expense to them. In addition, all of those materials (and all other offer documents filed with the SEC) will be available at no charge on the SEC’s Web site: www.sec.gov and may also be obtained by contacting the information agent for the tender offer (when one is selected) or by contacting the Company’s Investor Relations Department at (212) 871-3953. Exhibits

Forward Looking Statements

Exhibit No.		Description
3.1		Eighth Amended and Restated Certificate of Incorporation of MediaMind Technologies Inc.
3.2		Second Amended and Restated By-laws of MediaMind Technologies Inc.

This Current Report on Form 8-K and the exhibits furnished herewith contain statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements. These statements include descriptions regarding the intent, belief or current expectations of the Company or its officers with respect to the 3

future consolidated results of operations and financial condition of the Company, the continued global growth of digital advertising, the Company's ability to continue to gain market share and capitalize on the anticipated global growth of digital advertising and the Company’s ability to execute its strategic plans, including consummation of the M&A transaction announced herein. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from those expressed or implied in the forward-looking statements as a result of various factors and assumptions, including factors discussed under the heading “Risk Factors” in our final prospectus related to our initial public offering filed on August 12, 2010, our Annual Report on form 10K filed on March 8, 2011 and additional reports we file with the Securities and Exchange Commission.SIGNATURE

~~Item~~Pursuant ~~9.01 Exhibits~~to ~~and~~the ~~Financial~~requirements ~~Statements~~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.

(d) Exhibits

	MEDIAMIND TECHNOLOGIES INC.

Date: July 29, 2011	By:	/s/ Vered Raviv-Schwarz
	Name:	Vered Raviv-Schwarz
	Title:	General Counsel and Corporate Secretary

2.1	Agreement and Plan of Merger, dated as of June 15, 2011, by and among MediaMind Technologies Inc., DG FastChannel, Inc. and DG Acquisition Corp. VII.*
2.2	Tender and Voting Agreement, dated as of June 15, 2011, by and among DG FastChannel, Inc. and certain stockholders of the Company.*
99.1	Press release, dated June 16, 2011.

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule upon request.Exhibit Index

SIGNATURE

Exhibit No.		Description
3.1		Eighth Amended and Restated Certificate of Incorporation of MediaMind Technologies Inc.
3.2		Second Amended and Restated By-laws of MediaMind Technologies Inc.

~~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.~~5

	MediaMind Technologies Inc.
Date: June 16, 2011	By:	/s/ Vered Raviv-Schwarz
		Name: Vered Raviv-Schwarz
		Title: General Counsel and Corporate Secretary

EXHIBIT INDEX

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of June 15, 2011, by and among MediaMind Technologies Inc., DG FastChannel, Inc. and DG Acquisition Corp. VII.*
2.2		Tender and Voting Agreement, dated as of June 15, 2011, by and among DG FastChannel, Inc. and certain stockholders of the Company.*
99.1		Press release, dated June 16, 2011.

Filing Compare · MediaMind Technologies Inc.