UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):September 14, 2006
NORTHLAND CABLE PROPERTIES EIGHT
LIMITED PARTNERSHIP
LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
| STATE OF WASHINGTON | 000-18307 | 91-1423516 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||
| 101 STEWART STREET, SUITE 700, SEATTLE, WASHINGTON 98101 | ||||
| (Address of principal executive offices) | (Zip Code) | |||
(206) 621-1351
(Registrant’s telephone number, including area code)
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 communication 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
In March 2005, Northland filed a complaint against one of its programming networks seeking a declaration that a December 2004 contract between Northland and the programmer was an enforceable contract related to rates Northland would pay for its programming and damages for breach of that contract. The programmer counter-claimed, alleging copyright infringement and breach of contract.
On September 14, 2006 Northland and the programmer entered into a Settlement Agreement, under which, (i) the parties mutually released each other from and against all claims, (ii) the parties agreed to dismiss the lawsuit, and (iii) the parties set forth the definitive terms of carriage of the programmers services for the period commencing December 1, 2004, through December 31, 2007.
In addition, under the terms of the Settlement Agreement, Northland shall make payment in full of all license fees from all Northland affiliates, including NCP-8, for the period of December 1, 2004, through July 31, 2006, all of which have been previously accrued. In addition, Northland shall pay to MTV, in four installments, a Supplemental License fee, approximately $45,000 of which will be remitted by NCP-8.
The partnership is currently evaluating the appropriate accounting treatment for this settlement, however based on Management’s analysis the Partnership has adequate liquidity to meet this obligation without impairing its ability to meet its future obligations in the ordinary course of business and payment of this obligation will not result in the violation of any financial covenant under its loan agreement.
Item 9.01. Financial Statements and Exhibits
None
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.
Northland Cable Properties Eight Limited
Partnership
Partnership
By: Northland Communications
Corporation (Managing General Partner)
Corporation (Managing General Partner)
| Dated: September 20, 2006 | By: | /s/ GARY S. JONES | ||
| Name: | Gary S. Jones | |||
| Title: | President | |||
| Dated: September 20, 2006 | By: | /s/ RICHARD I. CLARK | ||
| Name: | Richard I. Clark | |||
| Title: | Executive Vice President, Treasurer and Assistant Secretary | |||