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):
January 29, 2016
DEX MEDIA, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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1-35895 |
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13-2740040 |
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(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer |
2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261
(Address of Principal Executive Offices)
(972) 453-7000
(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:
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))
Item 7.01 Regulation FD Disclosure.
As previously disclosed, on March 18, 2013 (the “Petition Date”), SuperMedia Inc. (“SuperMedia”) and all of its domestic subsidiaries (collectively, the “SuperMedia Debtors”), and Dex One Corporation (“Dex One”) and all of its subsidiaries (collectively, the “Dex One Debtors”) filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code.
On April 29, 2013, the Bankruptcy Court entered separate orders confirming the prepackaged plans of reorganization of the SuperMedia Debtors and Dex One Debtors. On April 30, 2013, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 5, 2012, by and between SuperMedia, Dex One, Newdex, Inc. (“Newdex”), and Spruce Acquisition Sub, Inc. (“Spruce”), (i) Dex One merged with and into Newdex, with Newdex surviving and changing its name to Dex Media, Inc. (“Dex Media”), and (ii) SuperMedia merged with and into Spruce, with SuperMedia surviving as a wholly owned subsidiary of Dex Media. Also on April 30, 2013, the Dex One Debtors, including Dex Media, and the SuperMedia Debtors emerged from Chapter 11 protection.
On September 18, 2013, final decrees closing the Chapter 11 proceedings of all Dex Media’s subsidiaries, except SuperMedia LLC, were entered by the Bankruptcy Court. SuperMedia LLC’s Chapter 11 proceeding was not closed because of outstanding contested matters pending its Chapter 11 proceeding.
On January 29, 2016, SuperMedia LLC filed a post-confirmation quarterly report in its Chapter 11 proceeding (the “Quarterly Report”) for the period beginning on October 1, 2015, and ending on December 31, 2015, with the Bankruptcy Court. The Quarterly Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee of the District of Delaware and the Bankruptcy Court. The Quarterly Report was not audited or reviewed by independent accountants, has not been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The Quarterly Report does not include all of the adjustments, information and footnotes required by GAAP. Therefore, the Quarterly Report does not necessarily contain all information required in filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in Dex Media’s securities, the Quarterly Report is complete, and the Quarterly Report may be subject to revision. Results set forth in the Quarterly Report should not be viewed as indicative of future results. Dex Media cautions readers not to place undue reliance upon the Quarterly Report.
The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, is summary information that is intended to be considered in the context of Dex Media’s filings with the Securities and Exchange Commission and other public announcements that Dex Media may make, by press release or otherwise, from time to time. Dex Media disclaims any current intention to revise or update the information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, although Dex Media may do so from time to time as its management believes is warranted.
The Quarterly Report is attached hereto as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.
The information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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SuperMedia LLC Post-Confirmation Quarterly Report, filed January 29, 2016 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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DEX MEDIA, INC. | ||
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By: |
/s/ Raymond R. Ferrell | |
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Name: |
Raymond R. Ferrell |
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Title: |
Executive Vice President – |
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General Counsel and Corporate Secretary |
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Date: January 29, 2016 |
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