8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): January 25, 2021

MONITRONICS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-110025	74-2719343
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

1990 Wittington Place

Farmers Branch, Texas 75234

(Address of principal executive offices, including zip code)

(972) 243-7443

(Registrant’s telephone number, including area code)

Not applicable

(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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01. Regulation FD Disclosure.

On January 25, 2021, Monitronics International, Inc. (“Monitronics” or the “Company”, doing business as Brinks Home SecurityTM), issued a press release, attached hereto as Exhibit 99.1, announcing its intention to voluntarily deregister its common stock under the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file post-effective amendments to its outstanding registration statements on Form S-3 and S-8 to deregister unsold securities thereunder, with the U.S. Securities and Exchange Commission (the “SEC”) no earlier than February 1, 2021. Immediately upon effectiveness of such amendments, the Company intends to file a Form 15 with the SEC. As a result, the Company’s obligation to file current and periodic reports under the Exchange Act will be automatically suspended in accordance with applicable SEC rules.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Monitronics International, Inc. on January 25, 2021

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SIGNATURE

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.

Date: January 27, 2021

MONITRONICS INTERNATIONAL, INC.
By:	/s/ Fred A. Graffam
	Name:	Fred A. Graffam
	Title:	Chief Financial Officer, Executive Vice President and Assistant Secretary

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EX-99.1

Exhibit 99.1

Brinks Home SecurityTM Announces Plans to File Form 15 and Deregister

Dallas-Fort Worth, TX – January 25, 2021 – Monitronics International, Inc. and its subsidiaries (doing business as Brinks Home Security™), (“Brinks Home Security” or the “Company”) (OTC: SCTY), a home security and alarm monitoring company, today announced that it intends to voluntarily deregister its common stock under the Securities Exchange Act of 1934. The Company intends to file post-effective amendments to its outstanding registration statements on Form S-3 and S-8 to deregister unsold securities thereunder, with the U.S. Securities and Exchange Commission (the “SEC”) no earlier than February 1, 2021. Immediately upon effectiveness of such amendments, the Company intends to file a Form 15 with the SEC. As a result, the Company’s obligation to file current and periodic reports under the Exchange Act will be automatically suspended in accordance with applicable SEC rules.

The Company is deregistering because it believes that its public company reporting requirements do not provide a discernable benefit to the Company and is not in the best long-term interest of its shareholders. Following the delisting, the Company anticipates that its common stock will be quoted on the OTC Pink Open Market (the “Pink Sheets”), a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Company’s common stock. However, the Company can give no assurance that trading in its common stock will continue on the Pink Sheets or any other securities exchange or quotation medium.

About Brinks Home Security

Brinks Home Security (OTC: SCTY) is one of the largest home security and alarm monitoring companies in North America. Headquartered in the Dallas-Fort Worth area, Brinks Home Security secures over 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has one of the nation’s largest networks of independent authorized dealers and agents – providing products and support to customers in the U.S., Canada, and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to us, our ability to capitalize on acquisition opportunities, general market and economic conditions, including global economic concerns due to the COVID-19 pandemic, and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to Monitronics International, Inc.’s most recent filings with the Securities and Exchange Commission, including the most recent Forms 10-K and 10-Q for additional information about us and about the risks and uncertainties related to our business which may affect the statements made in this press release.

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Contact:

    Erica Bartsch

    Sloane & Company

    212-446-1875

ebartsch@sloanepr.com