Current Report Filing (8-k)
February 13 2019 - 5:22PM
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2019 (February 8, 2019)
MODERN MEDIA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-38092
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47-1277598
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3414 Peachtree Road, Suite 480
Atlanta, GA
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30326
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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: (404)
443-1182
None
(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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☐
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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 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 1.01
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Entry into a Material Definitive Agreement.
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Amendment to Investment Management Trust Agreement
On February 13, 2019, Modern Media Acquisition Corp. (the Company) and Continental Stock Transfer & Trust Company
(Continental) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of May 17, 2017, by and between the Company and Continental (the Trust Amendment), pursuant to which the date on
which Continental must liquidate the trust account (the trust account) established in connection with the Companys initial public offering (IPO) in the event the Company has not consummated its initial business
combination was extended from February 17, 2019 to June 17, 2019 (the Extended Date). The Trust Amendment was approved by the Companys stockholders at the Special Meeting in Lieu of 2018 Annual Meeting of Stockholders
held on February 8, 2019 (the Special Meeting).
Amendment to Warrant Agreement
On February 13, 2019, the Company and Continental entered into Amendment No. 1 to the Warrant Agreement, dated as of May 17,
2017, by and between the Company and Continental (the Warrant Amendment), pursuant to which the date for automatic termination of the exercise period of the Companys outstanding warrants in the event the Company has not consummated
its initial business combination was extended to the Extended Date.
The foregoing descriptions of the Trust Amendment and the Warrant
Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Trust Amendment and the Warrant Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 4.1, respectively, and are
incorporated herein by reference.
Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 1.01 with respect to the Warrant Amendment is incorporated herein by reference.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On February 13, 2019, the Company filed with the Secretary of State of the State of Delaware (the SOS) an amendment (the
Extension Amendment) to the Companys Second Amended and Restated Certificate of Incorporation, pursuant to which the date by which the Company must consummate its initial business combination was extended from February 17,
2019 to the Extended Date (the Extension). The Extension Amendment was approved by the Companys stockholders at the Special Meeting and became effective upon the filing thereof with the SOS.
The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The results of voting on the proposals submitted to a vote of the Companys stockholders at the Special Meeting, held on February 8,
2019, were as follows:
Proposal No. 1
The Extension Amendment was approved as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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21,401,953
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1,386,546
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0
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0
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Proposal No. 2
The Trust Amendment was approved as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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21,401,953
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1,386,546
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0
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0
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Proposal No. 3
John White was duly elected as a Class I director of the Company as follows:
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For
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Withheld
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Broker
Non-Votes
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20,900,171
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1,888,328
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0
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Item 7.01
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Regulation FD Disclosure.
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In connection with the Extension, stockholders elected to redeem 5,942,681 shares of the Companys common stock, par value $0.0001 per
share (Common Stock). Following such redemptions, approximately $151.7 million will remain in the trust account and 19,932,319 shares of Common Stock will remain issued and outstanding.
The information in this Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such filing.
Because the Extension Amendment and the Trust Amendment were approved by the Companys stockholders at the Special Meeting, the
Companys sponsor, Modern Media Sponsor, LLC (the Sponsor), has agreed to contribute to the Company as a loan $0.0333 for each share of Common Stock issued in the IPO (each, a Public Share) that is not redeemed in
connection with the Extension for each monthly period (commencing on February 17, 2019 and to the 17th day of each subsequent calendar month), or portion thereof (on a prorated basis), that is needed by the Company to consummate a business
combination from February 17, 2019 until the Extended Date (the Contribution).
As previously disclosed, the amount of the Contribution will not bear interest and will be repayable by the Company to the Sponsor upon
consummation of the Companys initial business combination in cash; provided, however, that the Sponsor may, at its option, convert each $1.00 outstanding of the Contribution into one warrant to purchase a share of Common Stock on the same
terms and conditions as the warrants issued by the Company to the Sponsor in connection with the IPO. The Sponsor will have sole discretion to determine whether to continue extending for additional monthly periods until the Extended Date, and if the
Sponsor determines not to continue extending for additional monthly periods, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate in accordance with its charter.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Number
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Description
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3.1
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Amendment to the Second Amended and Restated Certificate of Incorporation of Modern Media Acquisition Corp.
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4.1
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Amendment No. 1, dated as of February 13, 2019, to the Warrant Agreement, dated as of May 17, 2017, by and between Modern Media Acquisition Corp. and Continental Stock Transfer
& Trust Company.
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10.1
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Amendment No. 1, dated as of February 13, 2019, to the Investment Management Trust Agreement, dated as of May
17, 2017, by and between Modern Media Acquisition Corp. and Continental Stock Transfer & Trust Company.
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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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MODERN MEDIA ACQUISITION CORP.
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Date: February 13, 2019
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By:
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/s/ Lewis W. Dickey, Jr.
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Name:
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Lewis W. Dickey, Jr.
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Title:
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President and Chief Executive Officer
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