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 24, 2014
ASCENT CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34176 |
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26-2735737 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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incorporation or organization) |
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File Number) |
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Identification No.) |
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (303) 628-5600
(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):
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 1.01. Entry into a Material Definitive Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
On January 24, 2014, Ascent Capital Group, Inc. (the “Company”) entered into Amendment No. 2 (the “Amendment”) to the Rights Agreement, dated September 17, 2008 (as amended, the “Rights Agreement”), by and between the Company and Computershare Trust Company, N.A., as Rights Agent. The Amendment accelerates the expiration of the Company’s Series A Junior Participating Preferred Stock Purchase Rights, Series B Junior Participating Preferred Stock Purchase Rights, and Series C Junior Participating Preferred Stock Purchase Rights (together, the “Rights”) to 5:00 p.m., New York City time, on January 24, 2014, and has the effect of terminating the Rights Agreement on that date. At the time of the termination of the Rights Agreement, all of the Rights distributed pursuant to the Rights Agreement expired. In determining to approve the Company’s entry into the Amendment, the Company’s Board of Directors took into consideration the approval by the Company’s stockholders at the Company’s annual meeting of stockholders on May 22, 2013 of a non-binding stockholder proposal to redeem the preferred share purchase rights issued pursuant to the Rights Agreement.
The foregoing is a summary of the terms of the Amendment. The summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In connection with the adoption of the Rights Agreement, on September 16, 2008, the Company filed (i) a Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series A Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Series A Preferred Shares”), (ii) a Certificate of Designation of Rights, Preferences and Privileges of Series B Junior Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series B Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Series B Preferred Shares”), and (iii) a Certificate of Designation of Rights, Preferences and Privileges of Series C Junior Participating Preferred Stock with the Secretary of State of the State of Delaware setting forth the rights, powers and preferences of the Series C Junior Participating Preferred Stock issuable upon exercise of the Rights (the “Series C Preferred Shares”).
Following the expiration of the Rights and the termination of the Rights Agreement, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware on January 27, 2014 eliminating from the Company’s Amended and Restated Certificate of Incorporation, as amended, the designation of each of the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares and returning them to authorized but undesignated shares of the Company’s preferred stock.
The foregoing is a summary of the terms of the Certificate of Elimination. The summary does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. |
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3.1 |
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Certificate of Elimination, dated January 27, 2014. |
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4.1 |
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Amendment No. 2 to the Rights Agreement between Ascent Capital Group, Inc. and Computershare Trust Company, N.A., dated January 24, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 27, 2014
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ASCENT CAPITAL GROUP, INC. | ||
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By: |
/s/ William E. Niles | |
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Name: |
William E. Niles |
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Title: |
Executive Vice President, General Counsel and Secretary |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK,
SERIES B JUNIOR PARTICIPATING PREFERRED STOCK &
SERIES C JUNIOR PARTICIPATING PREFERRED STOCK
OF
ASCENT CAPITAL GROUP, INC.
Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware
Ascent Capital Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 151(g) of the Delaware General Corporation Law (the “DGCL”), hereby certifies as follows:
FIRST: Pursuant to Section 151 of the DGCL and authority granted in the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date (the “Certificate of Incorporation”), the Board of Directors of the Corporation previously designated (i) 45,000 shares of preferred stock as Series A Junior Participating Preferred Stock, par value $.01 (the “Series A Junior Participating Preferred Stock”), (ii) 5,000 shares of preferred stock as Series B Junior Participating Preferred Stock, par value $.01 (the “Series B Junior Participating Preferred Stock”), and (iii) 45,000 shares of preferred stock as Series C Junior Participating Preferred Stock, par value $.01 (the “Series C Junior Participating Preferred Stock”, and together with the Series A Junior Participating Preferred Stock and the Series B Junior Participating Preferred Stock, the “Junior Participating Preferred Stock”), and established the powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof as set forth in each of (i) the Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (the “Series A Junior Participating Preferred Stock Certificate of Designation”), with respect to such Series A Junior Participating Preferred Stock, which Series A Junior Participating Preferred Stock Certificate of Designation was filed in the Office of the Secretary of State of the State of Delaware on September 16, 2008 and is in full force and effect on the date hereof, (ii) the Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (the “Series B Junior Participating Preferred Stock Certificate of Designation”), with respect to such Series B Junior Participating Preferred Stock, which Series B Junior Participating Preferred Stock Certificate of Designation was filed in the Office of the Secretary of State of the State of Delaware on September 16, 2008 and is in full force and effect on the date hereof, and (iii) the Certificate of Designation, Preferences and Rights of Series C Junior Participating Preferred Stock (the “Series C Junior Participating Preferred Stock Certificate of Designation”), with respect to such Series C Junior Participating Preferred Stock, which Series C Junior Participating Preferred Stock Certificate of Designation was filed in the Office of the
Secretary of State of the State of Delaware on September 16, 2008 and is in full force and effect on the date hereof, respectively. None of the authorized shares of the Junior Participating Preferred Stock are outstanding and none will be issued.
SECOND: Each of the Series A Junior Participating Preferred Stock Certificate of Designation, the Series B Junior Participating Preferred Stock Certificate of Designation, and the Series C Junior Participating Preferred Stock Certificate of Designation was filed with the Office of the Secretary of State of the State of Delaware on September 16, 2008 in connection with the Rights Agreement, dated as of September 17, 2008 by and between the Corporation and Computershare Trust Company, N.A., as rights agent, as amended (the “Rights Agreement”).
THIRD: Pursuant to the authority conferred on the Board of Directors of the Corporation by the Certificate of Incorporation and in accordance with the provisions of Section 151 of the DGCL, the Board of Directors of the Corporation, on January 20, 2014 duly adopted the following resolutions authorizing the elimination of said Junior Participating Preferred Stock:
Amendment of Shareholder Rights Plan
WHEREAS, at the 2013 annual meeting of stockholders of Ascent Capital Group, Inc. (the “Corporation”) held on May 22, 2013, stockholders of the Corporation approved a non-binding stockholder proposal to redeem the preferred share purchase rights issued pursuant to the Rights Agreement, dated September 17, 2008 (as amended, the “Rights Agreement”), by and between the Corporation and Computershare Trust Company, N.A. (the “Rights Agent”).
WHEREAS, the Board of Directors (the “Board”) has taken into consideration the approval of such proposal by the Corporation’s stockholders and has determined that the continued effectiveness of the Rights Agreement and the existence of the Series A Junior Participating Preferred Stock, par value $.01 per share (the “Series A Junior Participating Preferred Stock”), the Series B Junior Participating Preferred Stock, par value $.01 per share (the “Series B Junior Participating Preferred Stock”), and the Series C Junior Participating Preferred Stock, par value $.01 per share (the “Series C Junior Participating Preferred Stock” and together with the Series A Junior Participating Preferred Stock and the Series B Junior Participating Preferred Stock, the “Junior Participating Preferred Stock”) is no longer necessary nor in the best interests of the Corporation and its stockholders.
NOW, THEREFORE, BE IT:
Certificate of Elimination
RESOLVED, that pursuant to the authority conferred on the Board by the provisions of Section 151 of the Delaware General Corporation Law (“DGCL”), the Board hereby eliminates the Series A Junior Participating Preferred Stock, the Series B Junior Participating Preferred Stock and the Series C Junior Participating Preferred Stock, none of which is currently outstanding and none of which will be
issued, and that, pursuant to the DGCL, upon such elimination such shares of Series A Junior Participating Preferred Stock, Series B Junior Participating Preferred Stock and Series C Junior Participating Preferred Stock shall resume the status that they held prior to their initial designation.
RESOLVED, that the Chairman of the Board, the President, any Executive Vice President, any Senior Vice President, any Vice President and the Secretary and any Assistant Secretary of the Corporation (each, an “Authorized Officer”) be, and each of them with full authority to act without the others hereby is, authorized and empowered, in the name and on behalf of the Corporation, pursuant to Section 151(g) of the DGCL, to execute and file a Certificate of Elimination of each of the Series A Junior Participating Preferred Stock, the Series B Junior Participating Preferred Stock and the Series C Junior Participating Preferred Stock of the Corporation with the Secretary of State of the State of Delaware, which shall have the effect when filed with the Secretary of State of the State of Delaware of eliminating from the Amended and Restated Certificate of Incorporation of the Corporation all matters set forth in the Certificate of Designation of each of the Series A Junior Participating Preferred Stock, the Series B Junior Participating Preferred Stock and the Series C Junior Participating Preferred Stock with respect to each such Junior Participating Preferred Stock.
Amendment and Expiration of Rights Agreement
RESOLVED, that the form, terms, and provisions of the amendment (the “Amendment”) to the Rights Agreement, substantially in the form attached here to as Exhibit A and filed with the records of the Corporation, with such modifications therein as shall be approved by the Authorized Officers be, and hereby are, approved and adopted in all respects.
RESOLVED, that, pursuant to the Amendment, the Rights Agreement shall expire in accordance with its terms as of 5:00 p.m., New York City time, on January 24, 2014.
RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized in the name and on behalf of the Corporation to execute the Amendment, with such modifications as the officer or officers executing the same shall approve, such approval to be conclusively evidenced by the execution and delivery of the same to the Rights Agent thereunder.
FOURTH: The Rights Agreement expired in accordance with its terms as of 5:00 p.m., New York City time, on January 24, 2014.
FIFTH: That in accordance with the provisions of Section 151 of the DGCL, the Certificate of Incorporation of the Corporation is hereby amended to eliminate all references to the Series A Junior Participating Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.
SIXTH: That in accordance with the provisions of Section 151 of the DGCL, the Certificate of Incorporation of the Corporation is hereby amended to eliminate all references to the Series B Junior Participating Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.
SEVENTH: That in accordance with the provisions of Section 151 of the DGCL, the Certificate of Incorporation of the Corporation is hereby amended to eliminate all references to the Series C Junior Participating Preferred Stock, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.
[remainder of page left intentionally blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed by its duly authorized officer, as of the 27th day of January, 2014
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ASCENT CAPITAL GROUP, INC. | ||
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By: |
/s/ William E. Niles | |
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Name: |
William E. Niles |
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Title: |
Executive Vice President, General Counsel and Secretary |
Exhibit 4.1
Amendment No. 2 to the Rights Agreement
THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this “Amendment”), dated as of January 24, 2014, is entered into by and between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a national banking association, as Rights Agent (the “Rights Agent”).
RECITALS
A. WHEREAS, the Company and the Rights Agent have executed and entered into a Rights Agreement dated as of September 17, 2008 (as amended, the “Rights Agreement”);
B. WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may, from time to time in its sole discretion, and the Rights Agent shall, if the Company so directs, supplement or amend the Rights Agreement as the Company may deem necessary or desirable;
C. WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement to provide for its termination at the Close of Business on January 24, 2014.
NOW, THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement as follows:
SECTION 1. Defined Terms. Terms defined in the Rights Agreement are used in this Amendment with the same meaning, unless otherwise indicated.
SECTION 2. Amendments to Rights Agreement. The Rights Agreement is hereby amended as follows:
2.1 Section 7(a) is deleted in its entirety and replaced with the following:
Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one-thousandths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on January 24, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption
Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.
SECTION 3. Effect on Rights Agreement. It is the intent of the parties that this Amendment constitutes an amendment of the Rights Agreement as contemplated by Section 27 thereof. This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date. Except as expressly provided in this Amendment, the terms of the Rights Agreement remain in full force and effect.
SECTION 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
SECTION 5. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
SECTION 6. Successors and Assigns. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.
SECTION 7. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
SECTION 8. Descriptive Headings. The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.
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ASCENT CAPITAL GROUP, INC. | |
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By: |
/s/ William E. Niles |
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Name: |
William E. Niles |
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Title: |
Executive Vice President, General Counsel and Secretary |
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COMPUTERSHARE TRUST COMPANY, N.A. | |
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By: |
/s/ Dennis V. Moccia |
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Name: |
Dennis V. Moccia |
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Title: |
Manager, Contract Administration |
[Signature Page]