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):May 11, 2017
| | Point.360 | |
| | (Exact name of registrant as specified in its charter) | |
| California | | 001-33468 | | 01-0893376 |
| (State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| of incorporation) | | File Number) | | Identification No.) |
| | | | | |
2701 Media Center Drive Los Angeles, CA 90065 | | | | 91504 |
| (Address of principal executive offices) | | | | (Zip Code) |
| Registrant’s telephone number, including area code: | (323) 987-9405 | |
| | | |
| | (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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 9, 2017, Point.360’s (the “Company”) board of directors approved an amendment to our Rights Agreement to extend the “Final Expiration Date” (as defined) of the Rights Agreement from August 6, 2017 to September 1, 2027.
Item 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On May 11, 2017, Point.360 issued a press release announcing financial results for the three and nine month periods ended March 31, 2017. Included in the press release issued by the Company and furnished herewith as Exhibit 99.1 are certain non-GAAP financial measures.
Management of the Company believes such non-GAAP financial measures are useful to investors in assessing the financial condition and results of operations and because they present certain cash flow and balance sheet statistics, and effects of unusual transactions.
Item 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See the discussion in Item 1.01, above, which information is incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
99.1 Press release dated May 11, 2017
SIGNATURE
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.
| | Point.360 |
| | |
| | |
| | By: | /s/ John Schweizer |
| May 11, 2017 | | Name: John Schweizer |
| | | Title: Vice President, Controller |
