UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2013
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 001-35886
HEMISPHERE MEDIA GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 80-0885255 |
(State or other jurisdiction of incorporation or |
| (I.R.S. Employer |
Hemisphere Media Group, Inc. |
|
|
2000 Ponce de Leon Boulevard |
|
|
Suite 500 |
|
|
Coral Gables, FL |
| 33134 |
(Address of principal executive offices) |
| (Zip Code) |
(305) 421-6364
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
| Accelerated filer o |
|
|
|
Non-accelerated filer x |
| Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Class of Stock |
| Shares Outstanding |
|
Class A common stock, par value $0.0001 per share |
| 12,041,100 |
|
Class B common stock, par value $0.0001 per share |
| 33,000,000 |
|
EXPLANATORY NOTE
This Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 (the “Form 10-Q”), originally filed by Hemisphere Media Group, Inc. on May 15, 2013, is being filed solely for the purpose of amending the Exhibit Index in Item 6 of Part II of the Form 10-Q and furnishing the XBRL exhibits indicated in such Item. Accordingly, this Amendment consists only of the facing page, this explanatory note and Item 6 of Part II to the Form 10-Q.
Except as described above, no other changes have been made to the Form 10-Q. This Amendment does not amend, update or change the financial statements or disclosures in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q.
PART II — OTHER INFORMATION
ITEM 6. Exhibits.
Exhibit No. |
| Description of Exhibit |
31.1 |
| Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
| Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
| XBRL Instance Document |
101.SCH* |
| XBRL Taxonomy Extension Schema |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase |
101.DEF* |
| XBRL Taxonomy Extension Definition Document |
* Furnished herewith
SIGNATURES
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 thereunto duly authorized.
| HEMISPHERE MEDIA GROUP, INC. | |||
|
| |||
|
|
| ||
| DATE: | June 10, 2013 | By: | /s/ Alan J. Sokol |
|
| Alan J. Sokol | ||
|
| Chief Executive Officer and President | ||
|
| (Principal Executive Officer) | ||
|
|
| ||
|
|
| ||
| DATE: | June 10, 2013 | By: | /s/ Craig D. Fischer |
|
|
| Craig D. Fischer | |
|
| Chief Financial Officer | ||
|
| (Principal Financial and Accounting Officer) | ||
EXHIBIT INDEX
Exhibit No. |
| Description of Exhibit |
31.1 |
| Certification of Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2 |
| Certification of Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1 |
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2 |
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
| XBRL Instance Document |
101.SCH* |
| XBRL Taxonomy Extension Schema |
101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase |
101.LAB* |
| XBRL Taxonomy Extension Label Linkbase |
101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase |
101.DEF* |
| XBRL Taxonomy Extension Definition Document |
* Furnished herewith.