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): June 5, 2015
OUTERWALL INC.
(Exact
name of registrant as specified in its charter)
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| Delaware |
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000-22555 |
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94-3156448 |
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of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
1800 – 114th Avenue SE
Bellevue, Washington 98004
(Address of principal executive offices and zip code)
Registrant’s 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 June 11, 2015, Redbox Automated Retail, LLC
(“Redbox”), a wholly-owned subsidiary of Outerwall Inc. (“Outerwall”), issued a press release regarding the Amendment to the Existing Agreement with Fox (as each of those terms is defined below). A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated into this item by reference.
On June 5, 2015, Redbox entered into a First Amendment to its
Distribution and License Agreement (the “Amendment”) with Twentieth Century Fox Home Entertainment LLC (“Fox”), which amends the disc output lease and rental agreement between the parties dated April 22, 2010 (the
“Existing Agreement”). Under the Amendment, Redbox has, among other things, extended the term of the Existing Agreement to license minimum quantities of Blu-Ray Disc® and DVD titles
through June 30, 2017. The Amendment maintains a 28-day window on such titles, and includes a revenue sharing arrangement between the parties.
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 Redbox’s relationship with Fox 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 Fox, including those beyond Outerwall’s or Redbox’s 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
Fox, 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
Outerwall’s expectations as of the date hereof. Outerwall undertakes no obligation to update the information provided herein.
| Item 9.01 |
Financial Statements and Exhibits. |
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release, dated June 11, 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.
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OUTERWALL INC. |
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| Date: June 11, 2015 |
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By: |
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/s/ Galen C. Smith |
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Galen C. Smith |
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Chief Financial Officer |
Exhibit Index
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| Exhibit No. |
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Description |
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| 99.1 |
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Press Release, dated June 11, 2015 |
Exhibit 99.1
REDBOX, 20TH CENTURY FOX HOME ENTERTAINMENT
ANNOUNCE NEW TWO-YEAR AGREEMENT
LOS
ANGELES, Calif. (June 11, 2015) – Redbox today announced a new agreement with 20th Century Fox Home Entertainment, maintaining a 28-day window on Blu-ray Disc® and DVD
titles through June 30, 2017.
“We look forward to working with Fox to utilize our digital marketing network and national kiosk footprint to
help Fox monetize their feature film properties in the high value transactional window,” said Mark Horak, president of Redbox. “As a leader in the category with over 700 million transactions per year, Redbox is actively working with
our studio partners to maintain a strong base of value for their new release movies.”
“This arrangement with Redbox upholds our retail and
rental strategy, while allowing us to continue to deliver the best available movies and TV shows in the market to our customers,” said Mike Dunn, President Worldwide, Twentieth Century Fox Home Entertainment. “We aggressively seek out ways
to provide the greatest access to all our content while ensuring it makes the best sense for our business.”
As of the end of the first quarter of
2015, Redbox’s Digital Marketing Network spanned more than 90 million touch points, including 41 million email subscribers, 29 million app downloads, 16 million unique monthly visitors to redbox.com, 6.6 million SMS
subscribers and 2 million Redbox Play Pass members. Redbox’s national footprint of nearly 35,000 locations generates about 350 million impressions at retail each week.
Horak concluded, “Fox is a terrific partner and we look forward to continuing to work closely with them to satisfy consumer demand for their high quality
content at a great value from Redbox.”
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 McDonald’s locations. For more information, visit www.redbox.com and for more information about Outerwall Inc., visit www.outerwall.com.
ABOUT TWENTIETH CENTURY FOX HOME ENTERTAINMENT
Twentieth
Century Fox Home Entertainment is the industry leading worldwide marketing, sales and distribution company for all Fox produced, acquired and third party partner film and television programing. Each year TCFHE expands its award-winning global
product portfolio with the introduction of new entertainment content through established and emerging formats including DVD, Blu-ray™ and Digital HD. Twentieth Century Fox Home Entertainment is a subsidiary of 21st Century Fox.
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
Redbox’s relationship with 20th Century Fox Home Entertainment 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 20th Century Fox Home Entertainment, including those beyond Outerwall’s or Redbox’s 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 20th Century Fox Home Entertainment 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 Outerwall’s expectations as of the date hereof. Outerwall
undertakes no obligation to update the information provided herein.
Media Contacts:
Kate Brennan
Redbox
630-756-8781
kbrennan@redbox.com
James Finn
Twentieth Century Fox Home Entertainment
310-369-2940
james.finn@fox.com
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