Current Report Filing (8-k)
February 26 2018 - 8:47AM
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
Date of Report (Date of earliest event reported): February 26, 2018
AMC NETWORKS INC.
(Exact name of registrant as specified in its charter)
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Delaware
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No. 1-35106
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No. 27-5403694
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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11 Penn Plaza
New York, NY
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10001
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (212)
324-8500
N/A
(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:
☐
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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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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 7.01
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Regulation FD Disclosure
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On February 26, 2018, AMC Networks Inc. (
AMC Networks
)
delivered a letter (the
Proposal Letter
) to RLJ Entertainment, Inc. (
RLJ Entertainment
) pursuant to which AMC Networks proposed to acquire the outstanding shares of RLJ Entertainment not currently owned by AMC
Networks or entities affiliated with Robert L. Johnson for a purchase price of $4.25 per share in cash. Through this offer, AMC Networks intends for RLJ Entertainment to become a privately owned subsidiary of AMC Networks, with a minority stake held
by Mr. Johnson. A copy of the Proposal Letter is attached as Exhibit 99.1 to this Form
8-K.
The information
contained in Item 7.01 of this Form
8-K
(including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the
Exchange Act
), or otherwise subject to the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing made by AMC Networks under the Exchange Act or the
Securities Act of 1933, as amended (unless any such filing expressly states by specific reference that the information or exhibit in this particular Form
8-K
is incorporated by reference).
On February 26, 2018, AMC Networks issued a press release announcing the proposal set
forth in the Proposal Letter. A copy of the press release is attached as Exhibit 99.2 to this Form 8-K.
SIGNATURES
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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AMC NETWORKS INC.
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(Registrant)
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By:
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/s/ Anne G. Kelly
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Name:
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Anne G. Kelly
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Title:
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Senior Vice President and Secretary
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Dated: February 26, 2018
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