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): July 7, 2011
ASCENT MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-34176 | 26-2735737 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (720) 875-5622
(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):
| ¨ | 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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 7, 2011, the Company filed a Certificate of Ownership and Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, pursuant to which the Company changed its name from “Ascent Media Corporation” to “Ascent Capital Group, Inc.” The Certificate of Merger will have no effect on the rights of stockholders other than changing the name of the Company. The Certificate of Merger is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company issued a press release on July 7, 2011 to announce the name change discussed above, which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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Exhibit No. |
Description |
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| 3.1 | Certificate of Ownership and Merger dated July 7, 2011 | |
| 99.1 | Press Release issued by Ascent Media Corporation on July 7, 2011 | |
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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: July 8, 2011
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ASCENT MEDIA CORPORATION |
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| By: |
/s/ William E. Niles |
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| Name: | William E. Niles | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
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Exhibit 3.1
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
ASCENT CAPITAL GROUP, INC.
WITH AND INTO
ASCENT MEDIA CORPORATION
(Pursuant to Section 253 of the
General Corporation Law of the State of Delaware)
Ascent Media Corporation, a Delaware corporation (the “Corporation”), does hereby certify to the following facts relating to the merger (the “Merger”) of Ascent Capital Group, Inc., a Delaware corporation (the “Subsidiary”), with and into the Corporation, with the Corporation remaining as the surviving corporation:
FIRST: The Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Subsidiary is incorporated pursuant to the DGCL.
SECOND: The Corporation owns all of the outstanding shares of each class of capital stock of the Subsidiary.
THIRD: The Executive Committee of the Board of Directors of the Corporation (the “Committee”), by the following resolutions duly adopted on June 22, 2011, determined to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the DGCL.
WHEREAS, Ascent Media Corporation, a Delaware corporation (the “Corporation”), owns all of the outstanding shares of the capital stock of Ascent Capital Group, Inc., a Delaware corporation (the “Subsidiary”);
WHEREAS, the Committee has determined that it is desirable to change the name of the Corporation from “Ascent Media Corporation” to “Ascent Capital Group, Inc.”; and
WHEREAS, the Committee has deemed it advisable that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”).
NOW, THEREFORE, it is hereby:
RESOLVED, that the Subsidiary be merged with and into the Corporation pursuant to Section 253 of the DGCL (the “Merger”).
RESOLVED, that the name of the Corporation shall be changed in the Merger to “Ascent Capital Group, Inc.”, so that, from and after the Merger, Article I of the Corporation’s certificate of incorporation shall read as follows: “The name of the corporation is: Ascent Capital Group, Inc.”.
RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Corporation shall remain unchanged and continue to remain outstanding as one share of the applicable series of common stock of the Corporation, held by the person who was the holder of such share of common stock of the Corporation immediately prior to the Merger.
RESOLVED, that by virtue of the Merger and without any action on the part of the holder thereof, each then outstanding share of common stock of the Subsidiary shall be cancelled and no consideration shall be issued in respect thereof.
RESOLVED, that the Chairman of the Board, Chief Executive Officer, President, Secretary, Treasurer, Controller, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, and any Assistant Secretary of the Corporation (each, an “Authorized Officer”) be and they hereby are, and each of them hereby is, authorized and directed to make, execute and acknowledge, in the name and under the corporate seal of the Corporation, a certificate of ownership and merger for the purpose of effecting the Merger and to file or cause to be filed the same in the office of the Secretary of State of the State of Delaware, and to do all other acts and things that may be necessary to carry out and effectuate the purpose and intent of the resolutions relating to the Merger.
FOURTH: The Corporation shall be the surviving corporation of the Merger.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 7th day of July, 2011.
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ASCENT MEDIA CORPORATION |
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| By: |
/s/ William E. Niles |
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| Name: | William E. Niles | |
| Office: |
Executive Vice President, General Counsel and Secretary |
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Exhibit 99.1
Ascent Media Corporation Changes Name to Ascent Capital Group, Inc.
Englewood, Colorado – July 7, 2011 - Ascent Media Corporation (Nasdaq: ASCMA) today announced that it has changed its name to Ascent Capital Group, Inc. The company will continue to trade on the Nasdaq Global Stock Market under its current ticker symbol ASCMA. The name change does not affect the company’s ownership structure or day-to-day operations.
The company believes that the new name better reflects its current business profile and objectives following the recent sales of its media assets and the acquisition of Monitronics International, Inc., one of the nation’s largest, fastest-growing home security alarm monitoring companies.
Shareholders do not need to take any action with regard to the name change. Registered shareholders who would like to exchange their shares certificates for new Ascent Capital Group, Inc. share certificates may do so by contacting the Company’s transfer agent: Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, Telephone: (877) 453-1510.
About Ascent Capital Group, Inc.
Ascent is a holding company and owns 100 percent of its operating subsidiaries, including Monitronics, one of the nation’s largest, fastest-growing home security alarm monitoring companies, headquartered in Dallas, TX, and certain former subsidiaries of Ascent Media Group, LLC.
Contact:
Erica Bartsch
Sloane & Company
212-446-1875
ebartsch@sloanepr.com