Beasley Broadcast Group Inc 8-K, filed Jul 9, 2020
Beasley Broadcast Group Inc (BBGI)
About this 8-K
Beasley Broadcast Group Inc filed this 8-K on July 9, 2020, reporting on events of July 7, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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) July 7, 2020
BEASLEY BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-29253 | 65-0960915 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
3033 Riviera Drive, Suite 200, Naples, Florida 34103
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (239) 263-5000
(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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Class A Common Stock, par value $0.001 per share | BBGI | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 8.01 | OTHER EVENTS |
On July 8, 2020, Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”) issued and sold to an institutional investor 1,276,596 shares of the Company’s Class A common stock, par value $0.001 per share, in a privately negotiated transaction. As consideration for the issuance of shares of Class A common stock in the offering, the investor has agreed to reduce the principal amount outstanding under a promissory note previously issued to the investor by $2,250,000 (representing 75% of the value of the Class A common stock based on a fixed price of $2.35 per share). The shares were offered and sold pursuant to a prospectus supplement dated July 7, 2020 and an accompanying prospectus dated July 11, 2018 under the Company’s shelf registration statement on Form S-3 (File No. 333-225893). There were no placement agents or underwriters used in connection with the offering. The opinion of Latham & Watkins LLP with respect to the validity of the shares in the offering is filed herewith as Exhibit 5.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits.
| 5.1* | Opinion of Latham & Watkins LLP | |
| 23.1* | Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto) | |
| * | Filed herewith |
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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.
| BEASLEY BROADCAST GROUP, INC. | ||
| By: | /s/ Marie Tedesco | |
| Marie Tedesco | ||
| Chief Financial Officer | ||
Date: July 9, 2020
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Exhibit 5.1
|
July 8, 2020
Beasley Broadcast Group, Inc. 3033 Riviera Drive, Suite 200 Naples, FL 34103 |
|
| Re: | Registration Statement No. 333-225893 on Form S-3; Public Offering of 1,276,596 Shares of Class A Common Stock of Beasley Broadcast Group, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to Broadcast Group, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of 1,276,596 shares of the Company’s Class A common stock, par value $0.001 per share (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 26, 2018 (Registration No. 333-225893) (as amended, the “Registration Statement”), including a base prospectus, dated July 11, 2018, included in the Registration Statement (the “Base Prospectus”) and a prospectus supplement, dated July 7, 2020 (together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchaser and have been issued by the Company against the satisfaction of indebtedness owed by a subsidiary of the Company to the purchaser in the circumstances contemplated by the share purchase agreement, dated June 30,
July 8, 2020
Page 2
2020, between the Company and the purchaser, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated July 7, 2020 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham &Watkins LLP