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): March 26, 2015
OUTERWALL INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-22555 | 94-3156448 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1800 114th Avenue SE
Bellevue, Washington 98004
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (425) 943-8000
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01 | Regulation FD Disclosure. |
On March 30, 2015, Redbox Automated Retail, LLC (Redbox), a wholly-owned subsidiary of Outerwall Inc. (Outerwall), issued a press release regarding the Agreement with Warner Home Video (as those terms are defined below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this item by reference.
Item 8.01 | Other Events. |
On March 26, 2015, Redbox entered into a Kiosk Rental Revenue Sharing Terms Agreement (the Agreement) with Warner Home Video, a division of Warner Bros. Home Entertainment Inc. (Warner Home Video). Under the Agreement, Redbox will license theatrical and direct-to-video titles released by Warner Home Video and WB Animation through March 31, 2017. The Agreement maintains a 28-day window on such titles.
Certain statements in this Current Report on Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as will and expect, and variations of such words, and similar expressions, identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this Current Report on Form 8-K include statements regarding Redboxs relationship with Warner Home Video regarding among other things, a licensing arrangement. Forward-looking statements are not guarantees of future performance and actual results may vary materially from the results expressed or implied in such statements. Differences may result from, among other things, actions taken by Outerwall, Redbox or Warner Home Video, including those beyond Outerwalls or Redboxs control. Such risks and uncertainties include, but are not limited to, the early termination or renegotiation on materially adverse terms of the Agreement and failure to abide by the terms and requirements of the Agreement. The foregoing list of risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, including our relationship with Warner Home Video, please review Risk Factors described in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These forward-looking statements reflect Outerwalls expectations as of the date hereof. Outerwall undertakes no obligation to update the information provided herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press Release, dated March 30, 2015 |
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.
OUTERWALL INC. | ||||||
Date: March 30, 2015 | By: | /s/ Galen C. Smith | ||||
Galen C. Smith | ||||||
Chief Financial Officer |
Exhibit Index
Exhibit No. |
Description | |
99.1 | Press Release, dated March 30, 2015 |
Exhibit 99.1
REDBOX, WARNER BROS. ANNOUNCE NEW AGREEMENT
New Warner Bros. Titles Will Be Available 28 Days
After Their Home-Entertainment Release Date
SANTA MONICA, Calif. (March 30, 2015) Redbox® today announced a new agreement with Warner Bros. The two-year deal maintains a 28-day window on Warner Bros. Blu-ray Disc and DVD titles through March 31, 2017.
As Americas destination for new-release home entertainment, Redbox is pleased to establish a new deal with Warner Bros. that allows us to continue to add value to our customers and content creators, said Mark Horak, president of Redbox. Redbox remains committed to driving substantial industry revenue and providing consumers with affordable access to new-release movies.
Redbox is an important partner, said Ron Sanders, president, Warner Bros. World Wide Home Entertainment Distribution. And I am very pleased that we have finalized a new two year agreement.
As of the end of 2014, Redboxs Digital Marketing Network spanned 90 million touch points, including 39 million email subscribers, 27 million app downloads, 16 million unique monthly visitors to redbox.com, 6 million SMS subscribers and nearly 2 million Redbox Play Pass members. Redboxs national footprint of nearly 35,000 locations generates more than 350 million impressions at retail each week.
ABOUT REDBOX
Redbox, an Outerwall Inc. (Nasdaq: OUTR) brand, offers new-release DVD, Blu-ray Disc and video-game rentals through its network of conveniently located, self-service kiosks. Redbox has rented more than 4 billion discs and is available at nearly 35,000 U.S. locations, including leading grocery, drug and convenience stores, and select Walgreens, Walmart and McDonalds locations. For more information, visit www.redbox.com and for more information about Outerwall Inc., visit www.outerwall.com.
ABOUT WARNER BROS. HOME ENTERTAINMENT INC.
Warner Bros. Home Entertainment (WBHE) brings together Warner Bros. Entertainments home video, digital distribution and interactive entertainment businesses in order to maximize current and next-generation distribution scenarios. An industry leader since its inception, WBHE oversees the global distribution of content through packaged goods (Blu-ray Disc and DVD) and digital media in the form of electronic sell-through and video-on-demand via cable, satellite, online and mobile channels, and is a significant developer and publisher for console and online video game titles worldwide. WBHE distributes its product through third party retail partners and licensees.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words indicating future events, performance, results and actions, such as will and expect, and variations of such words, and similar expressions, identify forward-looking statements, but their absence does not mean that the statement is not forward-looking. The forward-looking statements in this press release include statements regarding Redboxs relationship with Warner Home Video regarding among other things, a licensing arrangement. Forward-looking statements are not guarantees of future performance and actual results may vary materially from the results expressed or implied in such statements. Differences may result from, among other things, actions taken by Outerwall, Redbox or Warner Home Video, including those beyond Outerwalls or Redboxs control. Such risks and uncertainties include, but are not limited to, the early termination or renegotiation on materially adverse terms of the Agreement and failure to abide by the terms and requirements of the Agreement. The foregoing list of risks and uncertainties is illustrative, but by no means exhaustive. For more information on factors that may affect future performance, including our relationship with Warner Home Video and other studios, please review Risk Factors described in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These forward-looking statements reflect Outerwalls expectations as of the date hereof. Outerwall undertakes no obligation to update the information provided herein.
Media Contacts:
Kate Brennan
Redbox
kbrennan@redbox.com
630-756-8781
Jim Noonan
Warner Bros.
Jim.Noonan@warnerbros.com
818-954-5489