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): April 11, 2007
GateHouse Media, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33091 | 36-4197635 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 350 WillowBrook Office Park, Fairport, New York | 14450 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (585) 598-0030
(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):
| ¨ | 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)) |
Section 2 – Financial Information
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
On April 11, 2007, GateHouse Media, Inc. (“GHS”) issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing the completion on April 11, 2007 of the acquisition (the “Acquisition”) of nine (9) publications located in northeast Ohio and central Illinois from The Copley Press, Inc. (“Copley”), for a net purchase price, including working capital adjustments, of approximately $380 million. The Acquisition was effectuated pursuant to a stock and asset purchase agreement (the “Agreement”) dated March 13, 2007, by and between GHS, as Buyer, and Copley, as Seller, attached hereto and incorporated herein by reference as Exhibit 2.1. Other than the Agreement, there are no material relationships between GHS and Copley or any of their respective affiliates and the purchase price consideration was determined by an arm’s length bidding process.
Section 9 – Financial Statements and Exhibits
| Item 9.01. | Financial Statements and Exhibits |
| (a) | Financial Statements of Business Acquired |
To the extent required by this item, the financial statements will be filed by an amendment to this Current Report on Form 8-K within the time period permitted under Item 9.01(a)(4) of Form 8-K (but in any event not later than June 27, 2007).
| (b) | Pro Forma Financial Information |
To the extent required by this item, the pro forma financial information will be filed by an amendment to this Current Report on Form 8-K within the time period permitted by Item 9.01(b)(2) of Form 8-K (but in any event not later than June 27, 2007).
| (d) | Exhibits |
| 2.1 |
Stock and Asset Purchase Agreement, dated as of March 13, 2007, by and between GateHouse Media Illinois Holdings, Inc., as Buyer, and The Copley Press, Inc., as Seller.* | |
| 99.1 |
Press Release dated April 11, 2007 | |
| * | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Reg. S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. |
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.
| GATEHOUSE MEDIA, INC. |
| /s/ Michael Reed |
| Michael Reed |
| Chief Executive Officer |
Date: April 11, 2007
EXHIBIT INDEX
| Exhibit |
Exhibit | |
| 2.1 |
Stock and Asset Purchase Agreement, dated as of March 13, 2007, by and between GateHouse Media Illinois Holdings, Inc., as Buyer, and The Copley Press, Inc., as Seller.* | |
| 99.1 |
Press Release dated April 11, 2007 | |
| * | Schedules and exhibits omitted pursuant to Item 601(b)(2) of Reg. S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the Commission upon request. |