Ascent Media Corp - Amended Registration Statement (10-12B/A)
September 17 2008 - 5:21PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 17, 2008
File No.
001-34176
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT
NO. 8
TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
Ascent Media Corporation
(exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
26-2735737
|
(State of incorporation
or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
12300 Liberty Blvd.
Englewood, CO
(Address of principal
executive offices)
|
|
80112
(Zip Code)
|
Registrant’s
telephone number, including area code:
(720) 875-5622
Securities to be registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class
|
|
Name of each exchange on which
|
|
to be so registered
|
|
each class is to be so registered
|
|
Series A Common Stock, $0.01 par value
|
|
The Nasdaq Stock Market LLC
|
|
Series A Preferred Share
Purchase Rights
|
|
The Nasdaq Stock Market LLC
|
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Common Stock, $0.01 par value
(Title of class)
Series B Preferred Share Purchase Rights
(Title of class)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated
filer
o
|
Accelerated
filer
o
|
Non-accelerated filer
þ
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
TABLE OF CONTENTS
Ascent Media Corporation
Our Information Statement is filed as Exhibit 99.1 to this Form 10. For your convenience, we
have provided below a cross-reference sheet identifying where the items required by Form 10 can be
found in the Information Statement.
|
|
|
|
|
|
|
Item
|
|
|
|
|
|
No.
|
|
Item Caption
|
|
Location in Information Statement
|
|
|
|
|
|
|
|
1.
|
|
Business.
|
|
Summary; Risk Factors; Cautionary Statement
Concerning Forward Looking Statements; The Spin-Off; Selected Financial Data; Management’s
Discussion and Analysis of Financial Condition
and Results of Operations; Description of Our
Business; and Certain Inter-Company Agreements
|
|
|
|
|
|
|
|
1A.
|
|
Risk Factors.
|
|
Risk Factors
|
|
|
|
|
|
|
|
2.
|
|
Financial Information.
|
|
Summary; Risk Factors; Capitalization; Selected
Financial Data; and Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
|
|
|
|
|
|
|
|
3.
|
|
Properties.
|
|
Description of our Business—Properties
|
|
|
|
|
|
|
|
4.
|
|
Security Ownership of Certain Beneficial Owners
and Management.
|
|
Management—Security Ownership of Management;
and Security Ownership of Certain Beneficial
Owners
|
|
|
|
|
|
|
|
5.
|
|
Directors and Executive Officers.
|
|
Management
|
|
|
|
|
|
|
|
6.
|
|
Executive Compensation.
|
|
Management; and Executive Compensation
|
|
|
|
|
|
|
|
7.
|
|
Certain Relationships and Related Transactions.
|
|
Summary; Risk Factors; Management;
Certain Relationships and Related Party Transactions; and Certain
Inter-Company Agreements
|
|
|
|
|
|
|
|
8.
|
|
Legal Proceedings.
|
|
Description of our Business—Legal Proceedings
|
|
|
|
|
|
|
|
9.
|
|
Market Price of and Dividends on the
Registrant’s Common Equity and Related
Stockholder Matters.
|
|
Summary; The Spin-Off; Risk Factors; and
Description of our Capital Stock
|
|
|
|
|
|
|
|
10.
|
|
Recent Sales of Unregistered Securities.
|
|
Not Applicable
|
|
|
|
|
|
|
|
11.
|
|
Description of Registrant’s Securities to be
Registered.
|
|
Description of our Capital Stock
|
|
|
|
|
|
|
|
12.
|
|
Indemnification of Directors and Officers.
|
|
Indemnification of Directors and Officers
|
|
|
|
|
|
|
|
13.
|
|
Financial Statements and Supplementary Data.
|
|
Summary; Selected Financial Data; and
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
|
1
|
|
|
|
|
|
|
Item
|
|
|
|
|
|
No.
|
|
Item Caption
|
|
Location in Information Statement
|
|
|
|
|
|
|
|
14.
|
|
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
|
|
Not Applicable
|
|
|
|
|
|
|
|
15.
|
|
Financial Statements and Exhibits.
|
|
|
|
(a)
|
|
Financial Statements
: The following financial statements are included in the Information Statement
and filed as part of this Registration Statement:
|
|
|
|
|
|
Ascent Media Corporation
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Financial
Statements
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Balance
Sheet as of June 30, 2008
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Balance
Sheet as of December 31, 2007
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Statement
of Operations for the six months ended
June 30, 2008
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Statement
of Operations for the six months ended
June 30, 2007
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Statement
of Operations for the year ended December 31, 2007
|
|
|
|
|
|
Unaudited Condensed Pro Forma Combined Statement
of Operations for the year ended December 31, 2006
|
|
|
|
|
|
Ascent Media Group
|
|
|
|
|
|
Unaudited Condensed Combined Balance Sheets as of
June 30, 2008 and December 31, 2007
|
|
|
|
|
|
Unaudited Condensed Combined Statements of
Operations and Comprehensive Loss for the six months ended
June 30, 2008 and 2007
|
|
|
|
|
|
Unaudited Condensed Combined Statements of Cash
Flows for the six months ended June 30, 2008
and 2007
|
|
|
|
|
|
Unaudited Condensed Combined Statement of
Parent’s Investment for the six months ended
June 30, 2008
|
|
|
|
|
|
Notes to Condensed Combined Financial Statements
(unaudited)
|
|
|
|
|
|
Report of Independent Registered Public
Accounting Firm
|
|
|
|
|
|
Combined Balance Sheets as of December 31, 2007 and 2006
|
|
|
|
|
|
Combined Statements of Operations and
Comprehensive Loss for the years ended December 31, 2007,
2006 and 2005
|
|
|
|
|
|
Combined Statements of Cash Flows for the years
ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
Combined Statements of Parent’s Investment
for the years ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
Notes to Combined Financial Statements
|
|
|
|
(b)
|
|
Exhibits
. The following documents are filed as exhibits hereto:
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
|
2.1
|
|
Reorganization Agreement, dated as of June 4, 2008, among Discovery Holding
Company, Discovery Communications, Inc., the Registrant, Ascent Media
Group, LLC, and Ascent Media Creative Sound Services, Inc.*
|
|
|
|
|
|
2.2
|
|
Purchase Agreement, dated as of
August 8, 2008, by and among the Registrant, Ascent Media CANS,
LLC and AccentHealth Holdings, LLC*
|
|
|
|
|
|
3.1
|
|
Form of Amended and Restated Certificate of Incorporation of the Registrant
to be in effect at the time of the spin-off*
|
|
|
|
|
|
3.2
|
|
Form of Bylaws of the Registrant to
be in effect at the time of the spin-off*
|
|
|
|
|
|
4.1
|
|
Specimen Certificate for shares of Series A common stock, par value $.01
per share, of the Registrant*
|
|
|
|
|
|
4.2
|
|
Specimen Certificate for shares of Series B common stock, par value $.01
per share, of the Registrant*
|
|
|
|
|
|
4.3
|
|
Form of Rights Agreement between the Registrant and
Computershare Trust Company, N.A.*
|
2
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
Services Agreement, dated September 16, 2008,
between Ascent Media Group, LLC and CSS Studios, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2
|
|
Tax Sharing Agreement, dated as of
September 17, 2008, by
and among Discovery Holding Company, Discovery Communications, Inc.,
Ascent Media Corporation, Ascent Media Group, LLC and CSS Studios, LLC
|
|
|
|
|
|
|
|
|
|
|
|
10.3
|
|
Ascent Media Group, LLC 2006 Long-Term
Incentive Plan (As Amended and Restated Effective September 9,
2008)*
|
|
|
|
|
|
|
|
10.4
|
|
Ascent Media Group, LLC 2007
Management Incentive Plan*
|
|
|
|
|
|
10.5
|
|
Form of Ascent Media Corporation
2008 Incentive Plan*
|
|
|
|
|
|
10.6
|
|
Services Agreement, dated as of
July 21, 2005, by and between Discovery Holding Company and
Liberty Media Corporation (incorporated by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q of
Discovery Holding Company filed on August 10, 2005).
|
|
|
|
|
|
10.7
|
|
Form of Indemnification Agreement
between the Registrant and its Directors and Executive Officers*
|
|
|
|
|
|
10.8
|
|
Employment Agreement, dated as of September 1, 2006, by and between
Ascent Media Group, LLC and William E. Niles*
|
|
|
|
|
|
10.9
|
|
Employment Agreement, dated as of September 1, 2006, by and between
Ascent Media Group, LLC and George C. Platisa*
|
|
|
|
|
|
10.10
|
|
Employment Agreement, dated as of September 1, 2006, by and between
Ascent Media Group, LLC and Jose A. Royo*
|
|
|
|
|
|
10.11
|
|
Amendment, dated as of July 17, 2007, to Employment Agreement, dated
as of September 1, 2006, by and between Ascent Media Group, LLC and
Jose A. Royo*
|
|
|
|
|
|
10.12
|
|
Employment Agreement, dated as of February 11, 2008, by and between
Ascent Media Group, LLC and Jose A. Royo*
|
|
|
|
|
|
|
|
10.13
|
|
Ascent Media Corporation 2008
Non-Employee Director Incentive Plan
|
|
|
|
|
|
|
|
21
|
|
List of Subsidiaries*
|
|
|
|
|
|
|
|
|
|
|
|
99.1
|
|
Information Statement, dated September 17, 2008
|
|
|
|
|
|
|
3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date:
September 17, 2008
|
|
|
|
|
|
|
|
ASCENT MEDIA CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/
William E. Niles
|
|
|
|
|
Name:
|
William E. Niles
|
|
|
|
|
Title:
|
Executive Vice President, General Counsel and
Secretary
|
|
|
|
|
|
4
EXHIBIT INDEX
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
|
|
2.1
|
|
Reorganization Agreement, dated as of June 4, 2008, among Discovery Holding
Company, Discovery Communications, Inc., the Registrant, Ascent Media
Group, LLC, and Ascent Media Creative Sound Services, Inc.*
|
|
|
|
|
|
2.2
|
|
Purchase Agreement, dated as of
August 8, 2008, by and among the Registrant, Ascent Media CANS,
LLC and AccentHealth Holdings, LLC*
|
|
|
|
|
|
3.1
|
|
Form of Amended and Restated Certificate of Incorporation of the Registrant
to be in effect at the time of the spin-off*
|
|
|
|
|
|
3.2
|
|
Form of Bylaws of the Registrant to
be in effect at the time of the spin-off*
|
|
|
|
|
|
4.1
|
|
Specimen Certificate for shares of Series A common stock, par value $.01
per share, of the Registrant*
|
|
|
|
|
|
4.2
|
|
Specimen Certificate for shares of Series B common stock, par value $.01
per share, of the Registrant*
|
|
|
|
|
|
4.3
|
|
Form of Rights Agreement between the Registrant and
Computershare Trust Company, N.A.*
|
|
|
|
|
|
10.1
|
|
Services Agreement, dated
September 16, 2008, between Ascent
Media Group, LLC and CSS Studios, LLC
|
|
|
|
|
|
10.2
|
|
Tax Sharing Agreement dated as of
September 17, 2008, by and
among Discovery Holding Company, Discovery Communications, Inc.,
Ascent Media Corporation, Ascent Media Group, LLC and CSS Studios, LLC
|
|
|
|
|
|
10.3
|
|
Ascent Media Group, LLC 2006 Long-Term
Incentive Plan (As Amended and Restated Effective September 9,
2008)*
|
|
|
|
|
|
10.4
|
|
Ascent Media Group, LLC 2007
Management Incentive Plan*
|
|
|
|
|
|
10.5
|
|
Form of Ascent Media Corporation 2008 Incentive Plan*
|
|
|
|
|
|
10.6
|
|
Services Agreement, dated as of
July 21, 2005, by and between Discovery Holding Company and
Liberty Media Corporation (incorporated by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q of
Discovery Holding Company filed on August 10, 2005).
|
|
|
|
|
|
10.7
|
|
Form of Indemnification Agreement
between the Registrant and its Directors and Executive Officers*
|
|
|
|
|
|
10.8
|
|
Employment Agreement, dated as of September 1, 2006, by and between
Ascent Media Group, LLC and William E. Niles*
|
|
|
|
|
|
10.9
|
|
Employment Agreement, dated as of September 1, 2006, by and between
Ascent Media Group, LLC and George C. Platisa*
|
|
|
|
|
|
10.10
|
|
Employment Agreement, dated as of September 1, 2006, by and between
Ascent Media Group, LLC and Jose A. Royo*
|
|
|
|
|
|
10.11
|
|
Amendment, dated as of July 17, 2007, to Employment Agreement, dated
as of September 1, 2006, by and between Ascent Media Group, LLC and
Jose A. Royo*
|
|
|
|
|
|
10.12
|
|
Employment Agreement, dated as of February 11, 2008, by and between
Ascent Media Group, LLC and Jose A. Royo*
|
|
|
|
|
|
10.13
|
|
Ascent Media Corporation 2008
Non-Employee Director Incentive Plan
|
|
|
|
|
|
21
|
|
List of Subsidiaries*
|
|
|
|
|
|
99.1
|
|
Information Statement, dated
September 17, 2008
|
5
Ascent Media - Series A Common Stock (MM) (NASDAQ:ASCMV)
Historical Stock Chart
From Oct 2024 to Nov 2024
Ascent Media - Series A Common Stock (MM) (NASDAQ:ASCMV)
Historical Stock Chart
From Nov 2023 to Nov 2024
