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): February 12, 2007 (February 9, 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 February 12, 2007, GateHouse Media, Inc. (“GHS”) issued a press release attached hereto, and incorporated herein by reference as Exhibit 99.1, announcing the completion on February 9, 2007 of the acquisition (the “Acquisition”) of seven publications located in Southeastern Massachusetts, and related assets, from Journal Register Company (“JRC”) in exchange for $70 million plus approximately $2 million of working capital. The Acquisition was effectuated pursuant to a purchase and sale agreement (the “Agreement”) dated November 30, 2006, by and among GHS, as purchaser guarantor, Enterprise Publishing Company, LLC, wholly-owned subsidiary of GHS, as purchaser, and Northeast Publishing Company, Inc., Journal Company, Inc., and Taunton Acquisition, LLC, as seller. Other than the Agreement, there are no material relationships between GHS and JRC 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 April 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 April 27, 2007).
| (d) | Exhibits |
| 99.1 | Press Release dated February 12, 2007 | |
| 99.2 | Asset Purchase Agreement, dated as of November 30, 2006, among Northeast Publishing Company, Inc., Journal Company, Inc., and Taunton Acquisition, LLC, as Sellers, and Enterprise Publishing Company, LLC, as Purchaser. | |
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: February 12, 2007
EXHIBIT INDEX
| Exhibit Number | Exhibit | |
| 99.1 | Press Release dated February 12, 2007 | |
| 99.2 | Asset Purchase Agreement, dated as of November 30, 2006, among Northeast Publishing Company, Inc., Journal Company, Inc., and Taunton Acquisition, LLC, as Sellers, and Enterprise Publishing Company, LLC, as Purchaser.* |
| * | 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. |