0000950142-13-000968.txt : 20130422 0000950142-13-000968.hdr.sgml : 20130422 20130422121606 ACCESSION NUMBER: 0000950142-13-000968 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130422 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130422 DATE AS OF CHANGE: 20130422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE MEDIA GROUP, INC. CENTRAL INDEX KEY: 0001567345 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 800885255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 13773214 BUSINESS ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 8-K 1 eh1300615_8k.htm FORM 8-K eh1300615_8k.htm


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):  April 22, 2013
 
HEMISPHERE MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or other jurisdiction of
Incorporation)
001-35886
(Commission File Number)
80-0885255
(I.R.S. Employer
Identification Number)
 
2000 Ponce de Leon Boulevard
Suite 500
Coral Gables, FL 33134
           (Address of principal executive offices) (Zip Code)
 
(305) 421-6364
(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 (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 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 22, 2013, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing that its Class A common stock (the “Common Stock”) has been approved for listing on the NASDAQ Global Market of The NASDAQ Stock Market LLC (the “NASDAQ Listing”). The shares of the Company’s Common Stock, currently traded on the Over-the-Counter Bulletin Board, are expected to commence trading on NASDAQ under the symbol “HMTV” on April 23, 2013 (the “Listing Date”).  In connection with the NASDAQ Listing, the Common Stock will cease to trade on the Over-the-Counter Bulletin Board on the Listing Date. The Company’s warrants, exercisable for shares of Common Stock, will continue to trade on the Over-the-Counter Bulletin Board under the current ticker symbol “HMTVW.” A copy of the complete text of the Company’s April 22, 2013 press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.
 
Description of Exhibit
99.1
 
Press release issued by the Company on April 22, 2013.

 
 
 
 
 
 
 

 
 
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 thereunto duly authorized.
 
 
Date: April 22, 2013
 
 
HEMISPHERE MEDIA GROUP, INC.
 
       
 
By:
/s/ Craig D. Fischer  
   
Craig D. Fischer
 
   
Chief Financial Officer
 
       
 
 
 
 
 
 
 
 
 
 
 
 

 
 
EXHIBIT INDEX
 

Exhibit
No.
 
Description of Exhibit
 





 
 
 
 
 
 
 
 
 
 
 

EX-99.1 2 eh1300615_ex9901.htm EXHIBIT 99.1 eh1300615_ex9901.htm
EXHIBIT 99.1
 
Hemisphere Media Group Announces NASDAQ Global Market Listing

MIAMI, FL – April 22, 2013 – Hemisphere Media Group, Inc. (OTCBB: HMTVA, HMTVW) ("Hemisphere"), the only publicly traded pure-play U.S. Spanish-language media company targeting the high growth Hispanic TV/cable networks business, announced today that its shares of Class A common stock have been approved for listing on the NASDAQ Global Market.

Hemisphere’s Class A common stock will commence trading on the NASDAQ Global Market (“NASDAQ”) on Tuesday, April 23, 2013 under the ticker symbol "HMTV." Prior to the listing change to NASDAQ, Hemisphere’s Class A common stock will continue to trade on the OTC Bulletin Board under the current ticker symbol "HMTVA."  Hemisphere’s warrants will continue to trade on the OTC Bulletin Board under the current ticker symbol “HMTVW.”

Alan Sokol, CEO of Hemisphere, said, "The transition to the NASDAQ Global Market is a significant milestone for Hemisphere and important step forward in the growth and development of our company. We believe this move will increase the visibility and liquidity of our shares in the market, and we are honored to join the long list of prestigious companies already traded on NASDAQ."

Hemisphere was formed through the completion of a series of mergers in which it became the new parent company of:
 
-
Cinelatino, the #1 U.S. Spanish-language cable movie network, with approximately 12 million subscribers across the U.S., Latin America and Canada;
 
-
WAPA America, the leading U.S. Spanish-language cable network targeting Puerto Ricans and other Caribbean Hispanics living in the U.S, with over 5 million subscribers; and
 
-
WAPA TV, the #1 broadcast television network and content producer in Puerto Rico, with state-of-the-art facilities that produce over 60 hours per week of top-rated news and entertainment programming.

About Hemisphere Media Group, Inc.
Hemisphere Media Group (OTCBB: HMTVA, HMTVW) is the only publicly-traded pure-play U.S. Spanish-language TV/cable network business serving the high-growth U.S. Hispanic population. Headquartered in Miami, Florida, Hemisphere owns and operates Cinelatino, WAPA Television and WAPA America. Cinelatino is the leading Spanish-language movie channel with more than 12 million subscribers in the U.S., Latin America and Canada, featuring the largest selection of contemporary Spanish-language blockbusters and critically-acclaimed titles from Mexico, Latin America, Spain and the Caribbean. WAPA Television is Puerto Rico’s leading broadcast station with the highest primetime and full day ratings in Puerto Rico. Founded in 1954, WAPA Television produces more than 60 hours per week of top-rated news and entertainment programming. WAPA America is the leading cable network targeting Puerto Ricans and other Caribbean Hispanics living in the U.S., featuring the highly-rated news and entertainment programming produced by WAPA-TV. WAPA America has more than five million U.S. subscribers.

About InterMedia Partners
Founded in 1988 by Leo Hindery Jr., InterMedia Partners, L.P., the controlling shareholder of Hemisphere, is premised on the philosophy that by bringing extensive operating experience to media private equity, the fund could drive superior returns. Over the course of its seven funds, InterMedia has invested in cable television, broadcast television, print, programming, and broadband opportunities.
 
 
 
 

 
 
InterMedia's Senior Partners have over 50 years of operating experience and, by making control investments, they are able to bring that knowledge base to bear on the acquired assets.


Caution Concerning Forward-Looking Statements
This press release may contain certain statements about Hemisphere that are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  These statements are based on the current expectations of the management of Hemisphere and are subject to uncertainty and changes in circumstance,  which may cause actual results to differ materially from those expressed or implied in such forward-looking statements.. Without limitation, any statements preceded or followed by or that include the words "targets," "plans," "believes," "expects," "intends," "will," "likely," "may," "anticipates," "estimates," "projects," "should," "would," "expect," "positioned," "strategy," "future," or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements.    In addition, these statements are based on a number of assumptions that are subject to change.  Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include failure by Hemisphere to satisfy the conditions to listing on NASDAQ.   Other factors that could cause actual results to differ are discussed in this press release and under the heading “Risk Factors” and "Forward-Looking Statements" in the company's most recent registration statement on Form S-4 filed with the Securities and Exchange Commission.  Forward-looking statements included herein are made as of the date hereof, and Hemisphere undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

Investors:
Patrick Scanlan, 212-381-1659

Media:
Patrick Scanlan, 212-381-1659
or
InterMedia Partners
Anya Hoerburger, 212-503-2850