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 20, 2017
HEMISPHERE MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware
(State or other jurisdiction of
Incorporation)
|
001-35886
(Commission File Number)
|
80-0885255
(I.R.S. Employer
Identification Number)
|
4000 Ponce de Leon Boulevard
Suite 650
Coral Gables, FL 33146
(Address of principal executive offices) (Zip Code)
|
(305) 421-6364
(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):
|
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
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 7.01. Regulation FD Disclosure.
On June 20, 2017, Hemisphere Media Group, Inc. (the “Company”) posted an investor presentation to its website at http://ir.hemispheretv.com/events.cfm. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished solely pursuant to Item 7.01 of this Form 8-K. Consequently, it is not deemed filed for the 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. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.
Item 8.01. Other Events.
On June 20, 2017, the Company issued a press release announcing that the Company’s Board of Directors (“Board”) authorized the Company to enter into a share repurchase program for the repurchase of up to an aggregate amount of $25,000,000 of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”), in accordance with guidelines specified under Rule 10b5-1 and 10b-18 of the Exchange Act.
The Company’s press release announcing the approval of the program is attached hereto as Exhibit 99.2 and is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
|
Description of Exhibit
|
|
99.1
|
|
Hemisphere Media Group, Inc. Investor Presentation
|
|
99.2
|
|
Press Release issued by the Company on June 20, 2017
|
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 thereunto duly authorized.
| |
HEMISPHERE MEDIA GROUP, INC.
|
|
| |
|
|
|
| |
|
|
|
|
Date: June 20, 2017
|
By:
|
/s/ Alex J. Tolston |
|
| |
|
Name: Alex J. Tolston
|
|
| |
|
Executive Vice President, General Counsel
|
|
| |
|
and Corporate Secretary
|
|
EXHIBIT INDEX
|
Exhibit
No.
|
|
Description of Exhibit
|
|
99.1
|
|
|
|
99.2
|
|
|