Delaware | 26-2735737 | |
(State of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
12300 Liberty Blvd. Englewood, CO (Address of principal executive offices) |
80112 (Zip Code) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ (Do not check if a smaller reporting company) | Smaller reporting company o |
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
Long-Term Incentive Plan | ||||||||
Information Statement |
Item | ||||
No. | Item Caption | Location in Information Statement | ||
1.
|
Business. | Summary; Risk Factors; Cautionary Statement Concerning Forward Looking Statements; The Spin-Off; Selected Financial Data; Managements Discussion and Analysis of Financial Condition and Results of Operations; Description of Our Business; and Certain Inter-Company Agreements | ||
1A.
|
Risk Factors. | Risk Factors | ||
2.
|
Financial Information. | Summary; Risk Factors; Capitalization; Selected Financial Data; and Managements Discussion and Analysis of Financial Condition and Results of Operations | ||
3.
|
Properties. | Description of our BusinessProperties | ||
4.
|
Security Ownership of Certain Beneficial Owners and Management. | ManagementSecurity Ownership of Management; and Security Ownership of Certain Beneficial Owners | ||
5.
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Directors and Executive Officers. | Management | ||
6.
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Executive Compensation. | Management; and Executive Compensation | ||
7.
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Certain Relationships and Related Transactions. | Summary; Risk Factors; Management; Certain Relationships and Related Party Transactions; and Certain Inter-Company Agreements | ||
8.
|
Legal Proceedings. | Description of our BusinessLegal Proceedings | ||
9.
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Market Price of and Dividends on the Registrants Common Equity and Related Stockholder Matters. | Summary; The Spin-Off; Risk Factors; and Description of our Capital Stock | ||
10.
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Recent Sales of Unregistered Securities. | Not Applicable | ||
11.
|
Description of Registrants Securities to be Registered. | Description of our Capital Stock | ||
12.
|
Indemnification of Directors and Officers. | Indemnification of Directors and Officers | ||
13.
|
Financial Statements and Supplementary Data. | Summary; Selected Financial Data; and Managements Discussion and Analysis of Financial Condition and Results of Operations |
1
Item | ||||
No. | Item Caption | Location in Information Statement | ||
14.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | Not Applicable | ||
15.
|
Financial Statements and Exhibits. |
(a) | Financial Statements: The following financial statements are included in the Information Statement and filed as part of this Registration Statement: | |
Ascent Media Corporation | ||
Unaudited Condensed Pro Forma Combined Financial Statements | ||
Unaudited Condensed Pro Forma Combined Balance Sheet as of June 30, 2008 | ||
Unaudited Condensed Pro Forma Combined Balance Sheet as of December 31, 2007 | ||
Unaudited Condensed Pro Forma Combined Statement of Operations for the six months ended June 30, 2008 | ||
Unaudited Condensed Pro Forma Combined Statement of Operations for the six months ended June 30, 2007 | ||
Unaudited Condensed Pro Forma Combined Statement of Operations for the year ended December 31, 2007 | ||
Unaudited Condensed Pro Forma Combined Statement of Operations for the year ended December 31, 2006 | ||
Ascent Media Group | ||
Unaudited Condensed Combined Balance Sheets as of June 30, 2008 and December 31, 2007 | ||
Unaudited Condensed Combined Statements of Operations and Comprehensive Loss for the six months ended June 30, 2008 and 2007 | ||
Unaudited Condensed Combined Statements of Cash Flows for the six months ended June 30, 2008 and 2007 | ||
Unaudited Condensed Combined Statement of Parents Investment for the six months ended June 30, 2008 | ||
Notes to Condensed Combined Financial Statements (unaudited) | ||
Report of Independent Registered Public Accounting Firm | ||
Combined Statements of Operations and Comprehensive Loss for the years ended December 31, 2007, 2006 and 2005 | ||
Combined Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005 | ||
Combined Statements of Parents Investment for the years ended December 31, 2007, 2006 and 2005 | ||
Notes to Combined Financial Statements | ||
Notes to Combined Financial Statements | ||
(b) | Exhibits. The following documents are filed as exhibits hereto: |
Exhibit Number | Exhibit Description | |
2.1
|
Reorganization Agreement, dated as of June 4, 2008, among Discovery Holding Company, Discovery Communications, Inc., the Registrant, Ascent Media Group, LLC, and Ascent Media Creative Sound Services, Inc.* | |
2.2
|
Purchase Agreement, dated as of August 8, 2008, by and among the Registrant, Ascent Media CANS, LLC and AccentHealth Holdings, LLC* | |
3.1
|
Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect at the time of the spin-off* | |
3.2
|
Form of Bylaws of the Registrant to be in effect at the time of the spin-off* | |
4.1
|
Specimen Certificate for shares of Series A common stock, par value $.01 per share, of the Registrant* | |
4.2
|
Specimen Certificate for shares of Series B common stock, par value $.01 per share, of the Registrant* | |
4.3
|
Form of Rights Agreement, dated as of [_________], between the Registrant and Computershare Trust Company, N.A.* |
2
Exhibit Number | Exhibit Description | |
10.1
|
Form of Services Agreement, dated as of [_________], 2008, between Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc.* | |
10.2
|
Form of Tax Sharing Agreement, dated as of [_________], 2008, by and among Discovery Holding Company, Discovery Communications, Inc., Ascent Media Corporation, Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc.* | |
10.3
|
Ascent Media Group, LLC 2006 Long-Term Incentive Plan (As Amended and Restated Effective August 15, 2008) | |
10.4
|
Ascent Media Group, LLC 2007 Management Incentive Plan* | |
10.5
|
Form of Ascent Media Corporation 2008 Incentive Plan* | |
10.6
|
Services Agreement, dated as of July 21, 2005, by and between Discovery Holding Company and Liberty Media Corporation (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of Discovery Holding Company filed on August 10, 2005). | |
10.7
|
Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers* | |
10.8
|
Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and William E. Niles* | |
10.9
|
Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and George C. Platisa* | |
10.10
|
Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and Jose A. Royo* | |
10.11
|
Amendment, dated as of July 17, 2007, to Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and Jose A. Royo* | |
10.12
|
Employment Agreement, dated as of February 11, 2008, by and between Ascent Media Group, LLC and Jose A. Royo* | |
21
|
List of Subsidiaries* | |
99.1
|
Information Statement, Subject to Completion, dated August 20, 2008 | |
* | Previously filed. |
3
ASCENT MEDIA CORPORATION |
||||
By: | /s/ Charles Y. Tanabe | |||
Name: | Charles Y. Tanabe | |||
Title: | Senior Vice President |
4
Exhibit Number | Exhibit Description | |
2.1
|
Reorganization Agreement, dated as of June 4, 2008, among Discovery Holding Company, Discovery Communications, Inc., the Registrant, Ascent Media Group, LLC, and Ascent Media Creative Sound Services, Inc.* | |
2.2
|
Purchase Agreement, dated as of August 8, 2008, by and among the Registrant, Ascent Media CANS, LLC and AccentHealth Holdings, LLC* | |
3.1
|
Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect at the time of the spin-off* | |
3.2
|
Form of Bylaws of the Registrant to be in effect at the time of the spin-off* | |
4.1
|
Specimen Certificate for shares of Series A common stock, par value $.01 per share, of the Registrant* | |
4.2
|
Specimen Certificate for shares of Series B common stock, par value $.01 per share, of the Registrant* | |
4.3
|
Form of Rights Agreement, dated as of [______], between the Registrant and Computershare Trust Company, N.A.* | |
10.1
|
Form of Services Agreement, dated as of [______], 2008, between Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc.* | |
10.2
|
Form of Tax Sharing Agreement, dated as of [______], 2008, by and among Discovery Holding Company, Discovery Communications, Inc., Ascent Media Corporation, Ascent Media Group, LLC and Ascent Media Creative Sound Services, Inc.* | |
10.3
|
Ascent Media Group, LLC 2006 Long-Term Incentive Plan (As Amended and Restated Effective August 15, 2008) | |
10.4
|
Ascent Media Group, LLC 2007 Management Incentive Plan* | |
10.5
|
Form of Ascent Media Corporation 2008 Incentive Plan* | |
10.6
|
Services Agreement, dated as of July 21, 2005, by and between Discovery Holding Company and Liberty Media Corporation (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of Discovery Holding Company filed on August 10, 2005). | |
10.7
|
Form of Indemnification Agreement between the Registrant and its Directors and Executive Officers* | |
10.8
|
Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and William E. Niles* | |
10.9
|
Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and George C. Platisa* | |
10.10
|
Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and Jose A. Royo* | |
10.11
|
Amendment, dated as of July 17, 2007, to Employment Agreement, dated as of September 1, 2006, by and between Ascent Media Group, LLC and Jose A. Royo* | |
10.12
|
Employment Agreement, dated as of February 11, 2008, by and between Ascent Media Group, LLC and Jose A. Royo* | |
21
|
List of Subsidiaries* | |
99.1
|
Information Statement, Subject to Completion, dated August 20, 2008 | |
* | Previously filed. |
5