Attached files
| file | filename |
|---|---|
| EX-2.1 - ASSET PURCHASE AGREEMENT - IDW MEDIA HOLDINGS, INC. | f8k022310ex2i_ctm.htm |
| EX-99.1 - PRESS RELEASE - IDW MEDIA HOLDINGS, INC. | f8k022310ex99i_ctm.htm |
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 23, 2010
___________________
CTM
MEDIA HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
___________________
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Delaware
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000-53718
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26-4831346
|
||
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(IRS
Employer
Identification
No.)
|
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11
Largo Drive South
Stamford,
CT
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06907
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(Address
of principal executive offices)
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(Zip
Code)
|
Registrant’s
telephone number, including area code: (203) 323-5161
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):
|
¨
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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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Item
1.01 Entry into a Material Definitive Agreement.
On
February 23, 2010, CTM Media Holdings, Inc. (the “Registrant”) executed an
agreement to sell substantially all of the assets of its WMET radio station
(other than working capital) to Huffines Media, LLC and an affiliate (the
“Buyer”) for a sale price of $4 million in a combination of cash and a
promissory note of the Buyer that will be secured by the assets being
sold. The purchase price is payable, at the Buyer’s option, either
with $1.3 million in cash at the closing and the remainder under a two-year
promissory note (which is extendable in part to three years at the option of the
Buyer), or by paying a total of $3.6 million in cash at the closing as payment
in full for the transaction. The Registrant expects the transaction
to close by early in its fourth fiscal quarter.
A copy of
the press release issued by the Registrant concerning the foregoing is furnished
herewith as Exhibit 99.1.
Item
8.01 Other Events.
On
February 24, 2010, the Registrant issued a press release, announcing that its
board of directors has approved the payment of a dividend in the aggregate
amount of $0.25 per share (approximately $2 million in the aggregate) which will
be paid to holders of CTM Media Holdings Class A, Class B and Class C common
stock. The dividend will be payable on or about March 15, 2010 to
stockholders of record as of March 8, 2010.
A copy of
the press release issued by the Registrant concerning the foregoing is furnished
herewith as Exhibit 99.1.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Document
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2.1
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Asset
Purchase Agreement, dated February 23, 2010.
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99.1
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Press
Release of CTM Media Holdings, Inc., dated February 24,
2010.
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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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CTM
MEDIA HOLDINGS, INC.
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||
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By:
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/s/
Marc E. Knoller
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Name:
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Marc
E. Knoller
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Title:
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Chief
Executive Officer
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Dated:
February 25, 2010
EXHIBIT
INDEX
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Exhibit
Number
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Document
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2.1
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Asset
Purchase Agreement, dated February 23, 2010.
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99.1
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Press
Release of CTM Media Holdings, Inc., dated February 24,
2010.
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