Starz (NASDAQ:STRZA) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit PlansItem 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Starz (NASDAQ:STRZA) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
On November 30, 2016, Starz (“Starz” or “we”) delivered to its executive officers and directors (collectively, the “Covered Persons”) a notice under Rule 104(b)(2)(ii) of Regulation BTR, to which Starz has imposed a “blackout” period in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 (“SOX”) and the Securities and Exchange Commission regulations.
Because a blackout period has been imposed under the Starz 401(k) Savings Plan (the “Plan”) beginning on Tuesday, December 6, 2016 at 4:00 p.m., ET, and ending on or about Tuesday, December 13, 2016, we are imposing a>SOX blackout period beginning on Tuesday, December 6, 2016 at 4:00 p.m., ET, and ending on or about Tuesday, December 13, 2016. We will advise you when the SOX blackout period ends, if earlier or later than the specified date and time. The blackout period under the Plan is needed in connection with the proposed merger (the “proposed merger”) of Starz with Lions Gate Entertainment Corp. (“Lions Gate”), which is expected to close on or about December 8, 2016. In connection with the proposed merger with Lions Gate, shares of Starz will be converted into the right to receive cash and Lions Gate Class B non-voting shares, without par value, and/or Lions Gate Class A voting shares, without par value. The proposed merger is subject to a number of conditions, including approval of Starz’s stockholders.
While the SOX blackout period is in effect, you (and your immediate family members who share your residence) should not, directly or indirectly, engage in any purchase, sale, transfer, acquisition, or disposition of any equity securities of Starz, including shares of any series of Starz’s common stock and any options with respect to such stock. There are limited exclusions and exemptions from this rule. For example, transactions that are executed to a properly adopted Rule 10b5-1 plan are exempt from the foregoing SOX blackout trading restrictions. Further, the above prohibition is in addition to other restrictions on trading activity that Starz imposes on its executive officers and directors, including under Starz’s insider trading policy and any administrative blackout related to Starz’s online incentive award platform.
Because the proposed merger is subject to the satisfaction or waiver of a number of conditions by Starz and Lions Gate, including approval of the proposed merger by Starz’s stockholders, Starz and Lions Gate were unable to set an anticipated closing date for the proposed merger until recently. This delay, which was beyond the reasonable control of Starz and was unforeseeable to Starz, has resulted in the delayed delivery of the notice of the timing of the blackout period under the Plan and the need for a SOX blackout period. Now that the dates of the SOX blackout period have been determined, Starz has provided the Covered Persons with the requisite notice under Rule 104(b)(2)(ii) of Regulation BTR.
If the Covered Persons have any questions pertaining to the notice or the SOX blackout period, they were directed to contact David Weil or Tim Sweeney in the Legal Department by telephone at 720-852-7700 or by mail at 8900 Liberty Circle, Englewood, CO 80112.
About Starz (NASDAQ:STRZA)
Starz is an integrated media and entertainment company. The Company provides subscription video programming in the United States to cable operators, satellite television providers, telecommunications companies and online video providers. The Company’s segments include Starz Networks and Starz Distribution. The Starz Networks segment provides subscription video programming to the United States multichannel video programming distributors (MVPDs), including cable operators (such as Comcast and Time Warner Cable), satellite television providers (such as DIRECTV and DISH Network) and telecommunications companies (such as AT&T and Verizon). The Starz Distribution segment includes the operations of its Anchor Bay Entertainment, Starz Digital and Starz Worldwide Distribution businesses. It also develops, produces and acquires entertainment content and distributes this content to consumers in the United States and throughout the world. Starz (NASDAQ:STRZA) Recent Trading Information
Starz (NASDAQ:STRZA) closed its last trading session up +0.08 at 34.02 with 8,582,871 shares trading hands.
Starz is an integrated media and entertainment company. The Company provides subscription video programming in the United States to cable operators, satellite television providers, telecommunications companies and online video providers. The Company’s segments include Starz Networks and Starz Distribution. The Starz Networks segment provides subscription video programming to the United States multichannel video programming distributors (MVPDs), including cable operators (such as Comcast and Time Warner Cable), satellite television providers (such as DIRECTV and DISH Network) and telecommunications companies (such as AT&T and Verizon). The Starz Distribution segment includes the operations of its Anchor Bay Entertainment, Starz Digital and Starz Worldwide Distribution businesses. It also develops, produces and acquires entertainment content and distributes this content to consumers in the United States and throughout the world. Starz (NASDAQ:STRZA) Recent Trading Information
Starz (NASDAQ:STRZA) closed its last trading session up +0.08 at 34.02 with 8,582,871 shares trading hands.
