Current Report Filing (8-k)
May 28 2019 - 9:50AM
Edgar (US Regulatory)
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
May
21, 2019
Date
of Report (Date of earliest event reported)
BALLANTYNE
STRONG, INC.
(Exact
name of registran
t as specified in its charter)
Delaware
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1-13906
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47-0587703
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation
or organization)
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File
No.)
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Identification
Number)
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11422
Miracle Hills Drive, Suite 300
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Omaha,
Nebraska
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68154
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(Address
of principal executive offices)
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(Zip
Code)
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(402)
453-4444
(Registrant’s
telephone number including area code)
Not
Applicable
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Shares, $.01 par value
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BTN
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
Item
8.01. Other Events.
Strong
Digital Media, LLC (“SDM”), an indirect subsidiary of Ballantyne Strong, Inc. (“Ballantyne”), has entered
into a Taxicab Advertising Collaboration Agreement (the “Commercial Agreement”) and a Unit Purchase Agreement (the
“Unit Purchase Agreement”) with Firefly Systems, Inc. (“Firefly”), pursuant to which SDM has agreed to
make available to Firefly 300 digital taxi tops and the parties have agreed to coordinate the fulfilling of SDM’s agreements
with the Metropolitan Taxicab Board of Trade, Inc. (“MTBOT”) and Creative Mobile Media, LLC (“CMM”), each
dated February 8, 2018. Firefly has agreed to fulfill the digital taxitop advertising obligations under the MTBOT agreement and
CMM agreement, and SDM has agreed to fulfill the non-digital taxitop advertising obligations under the MTBOT agreement and CMM
agreement. Ballantyne is a party to the Unit Purchase Agreement and has agreed to guarantee the payment obligations of SDM under
the Commercial Agreement.
As
consideration for entering into these agreements, SDM will receive $4,785,072 of Firefly’s Series A-2 preferred shares that
will be subject to a repurchase option for a period of three years to cover SDM’s indemnity obligations under the Commercial
Agreement and the Unit Purchase Agreement. As a condition to the transaction, SDM has agreed to hold the Firefly Series A-2 preferred
shares in an investment fund managed by Fundamental Global Investors, LLC that is wholly owned by SDM. If the Unit Purchase Agreement
and the Commercial Agreement were effective on January 1, 2019, Ballantyne’s revenue recognized during the first quarter
of 2019 would have been reduced by $0.6 million and operating expenses would have been reduced by approximately $1.3 million.
The
unaudited pro forma financial information included in this Current Report on Form 8-K is presented for informational purposes
only and has been prepared based upon available information, management estimates and certain assumptions that Ballantyne’s
management believes are reasonable as of the date of this report; actual amounts may differ from these amounts.
SIGNATURES
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.
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BALLANTYNE
STRONG, INC.
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Date:
May 28, 2019
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By:
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/s/
Mark D. Roberson
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Mark
D. Roberson
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Executive Vice President and Chief Financial Officer
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