SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 25, 2021
MONITRONICS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
|Delaware|| ||333-110025|| ||74-2719343|
|(State or other jurisdiction of|| ||(Commission|| ||(I.R.S. Employer|
|incorporation)|| ||File Number)|| ||Identification No.)|
1990 Wittington Place
Farmers Branch, Texas 75234
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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:
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))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
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 o
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. o
Item 7.01. Regulation FD Disclosure.
On January 25, 2021, Monitronics International, Inc. (“Monitronics” or the “Company”, doing business as Brinks Home SecurityTM), issued a press release, attached hereto as Exhibit 99.1, announcing its intention to voluntarily deregister its common stock under the Securities Exchange Act of 1934 (the “Exchange Act”). The Company intends to file post-effective amendments to its outstanding registration statements on Form S-3 and S-8 to deregister unsold securities thereunder, with the U.S. Securities and Exchange Commission (the “SEC”) no earlier than February 1, 2021. Immediately upon effectiveness of such amendments, the Company intends to file a Form 15 with the SEC. As a result, the Company’s obligation to file current and periodic reports under the Exchange Act will be automatically suspended in accordance with applicable SEC rules.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits.
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.
Date: January 27, 2021
| ||MONITRONICS INTERNATIONAL, INC.|
| || |
| || |
| ||By:||/s/ Fred A. Graffam|
| || ||Name:||Fred A. Graffam|
| || ||Title:||Chief Financial Officer, Executive Vice President and Assistant Secretary|