SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of earliest event reported: May 17, 2019
(Exact name of registrant as specified in charter)
|(State of Incorporation)|
555 East Lancaster Avenue, Suite 640, Radnor, PA 19087
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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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 Rule12b-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. ☐
Acquisition of Minority-Held Company; Updated Liquidating Distribution Range
On May 17, 2019, JPMorgan Chase & Co. announced its plan to acquire InstaMed Holdings, Inc., a company in which Actua Corporation (“Actua”) holds a minority stake (the “InstaMed Sale”). Closing of the InstaMed Sale is subject to certain closing conditions.
To date, pursuant to a Plan of Liquidation, Actua has distributed an aggregate of $15.47 in liquidating distributions to its stockholders. Actua intends to make additional liquidating distributions from time to time. Based on the information currently available to it, including an estimate of proceeds expected to be received in connection with the sale of certain assets (including proceeds from the InstaMed Sale) and current information regarding outstanding liabilities, Actua now believes that the estimated aggregate future liquidating distributions will be in the range of between $1.64 and $1.97 per share. Actua anticipates that it will make the next liquidating distribution promptly following the receipt of proceeds from the InstaMed Sale, however, Actua cannot predict with certainty timing or amount of such distribution.
Legal Notice Regarding Forward-Looking Statements
The statements contained in this Form8-K that are not historical facts are “forward looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995), which can be identified by the use of forward-looking terminology such as: “estimates,” “projects,” “anticipates,” “expects,” “intends,” “believes,” “plans,” “forecasts” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties, including statements reported in this Form8-K regarding the timing and amount of future liquidating distributions, if any. The Company’s actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the Company’s failure to effectuate liquidating distributions in a timely manner or at all, the Company’s ability to monetize or otherwise dispose of its remainingnon-cash assets in a timely manner or at all, the Company’s ability to settle or otherwise resolve its liabilities and obligations, including contingent liabilities, with its creditors, and costs associated with implementing and the time required to implement the Company’s Plan of Liquidation. The Company assumes no obligation to update any forward-looking statement contained in this Form8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: May 17, 2019||By:||/s/ Suzanne L. Niemeyer|
|Suzanne L. Niemeyer|
|Managing Director, General Counsel and Secretary|