Ascent Capital Group, Inc. - FORM 8-K - July 8, 2011
| Attached files | ||||||
| File | Filename | |||||
|---|---|---|---|---|---|---|
| EX-3.1 - CERTIFICATE OF OWNERSHIP AND MERGER - Ascent Capital Group, Inc. | dex31.htm | |||||
| EX-99.1 - PRESS RELEASE - Ascent Capital Group, Inc. | dex991.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): 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. |
| Exhibit No. |
Description | |
| 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
| ASCENT MEDIA CORPORATION | ||||
| By: | /s/ William E. Niles | |||
| Name: | William E. Niles | |||
| Title: | Executive Vice President, General Counsel and Secretary | |||
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