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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 26, 2009
OUTDOOR CHANNEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 000-17287 | 33-0074499 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
43445 Business Park Drive, Suite 103
Temecula, California 92590
(Address of principal executive offices, including zip code)
Temecula, California 92590
(Address of principal executive offices, including zip code)
(951) 699-6991
(Registrant’s telephone number, including area 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 (see General Instruction A.2. below):
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)) |
TABLE OF CONTENTS
Item 1.01.Entry into a Material Definitive Agreement; and Item 8.01. Other Events | ||||||||
Item 2.02. Results of Operations and Financial Condition | ||||||||
Item 9.01.Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EX-99.1 |
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Item 1.01. Entry into a Material Definitive Agreement; and Item 8.01. Other Events.
Outdoor Channel Holdings, Inc. has authorized a stock buyback program to repurchase up to an aggregate of $10.0 million of its issued and outstanding common shares. The stock repurchase plan will be effective March 3, 2009 through December 31, 2009. Outdoor Channel Holdings had 25,221,391 shares outstanding as of February 25, 2009. At current valuations, this repurchase plan would authorize the buyback of approximately 2,700,000 shares, or over 10% of the company’s outstanding shares.
The timing of stock repurchases and the number of shares of common stock to be repurchased will be made pursuant to a company 10b5-1 plan, and the repurchase program’s terms have been structured to comply with Rule 10b-18 under the Securities Exchange Act of 1934. The timing and extent of the repurchase will depend upon market conditions, applicable legal and contractual requirements, and other factors.
On February 26, 2009, Outdoor Channel Holdings, Inc. issued a press release announcing the repurchase plan. A copy of this press release is attached hereto as Exhibit 99.1.
Item 2.02. Results of Operations and Financial Condition
On February 26, 2009, Outdoor Channel Holdings, Inc. issued a press release announcing financial results for the year ended December 31, 2008. A copy of this press release is attached hereto as Exhibit 99.1.
This information and the exhibits hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated February 26, 2009. |
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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 hereunto duly authorized.
OUTDOOR CHANNEL HOLDINGS, INC. | ||||
By: | /s/ Thomas E. Hornish | |||
Thomas E. Hornish | ||||
Chief Operating Officer and General Counsel | ||||
Date: February 26, 2009
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