8-K
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 29, 2016
ASCENT CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
|
| | | | |
Delaware | | 001-34176 | | 26-2735737 |
(State or other jurisdiction of | | (Commission | | (I.R.S. Employer |
incorporation or organization) | | File Number) | | Identification No.) |
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (303) 628-5600
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure
On February 29, 2016, Ascent Capital Group, Inc. (the “Company”) issued a press release, attached hereto as Exhibit 99.1, setting forth information, including financial information, which is intended to supplement the financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which the Company filed with the Securities and Exchange Commission on February 29, 2016.
In addition, the Company hosted a conference call on February 29, 2016 to discuss the Company’s results for the fourth quarter and year ended December 31, 2015. During the conference call, the presentation of Jeffery Gardner, Executive Vice President of the Company, (the “Slide Presentation”) included information on the Company’s outlook for 2016. The Company is furnishing the Slide Presentation as Exhibit 99.2 to this Current Report on Form 8-K, and a copy of the Slide Presentation will also be accessible from the Company’s website
The information furnished pursuant to this Form 8-K (including the exhibits hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
| | |
Exhibit No. | | Description |
99.1 | | Press Release issued by Ascent Capital Group, Inc. on February 29, 2016 |
99.2 | | Slide Presentation of February 29, 2016 |
SIGNATURE
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.
Date: March 4, 2016
|
| | | |
| ASCENT CAPITAL GROUP, INC. |
| |
| |
| By: | /s/ William E. Niles |
| | Name: | William E. Niles |
| | Title: | Executive Vice President, General Counsel and Secretary |
EXHIBIT INDEX
|
| | |
Exhibit No. | | Description |
99.1 | | Press Release issued by Ascent Capital Group, Inc. on February 29, 2016 |
99.2 | | Slide Presentation of February 29, 2016 |