Grundläggande statistik
| CIK | 1463833 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to IDW Media Holdings Inc - Class B
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| May 18, 2023 |
15-12G 1 ea178891-1512gidwmedia.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34355 IDW Media Holdings |
|
| May 15, 2023 |
SEPARATION AND GENERAL RELEASE AGREEMENT Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into by and between IDW Media Holdings, Inc. (the “Company”) and Allan Grafman (“Employee”) (individually, each a “Party” and collectively, the “Parties”), and the Parties agree to the terms and conditions set forth below: 1. Employee’s employment with the Company termin |
|
| May 15, 2023 |
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): May 9, 2023 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission Fi |
|
| May 15, 2023 |
SEPARATION AND GENERAL RELEASE AGREEMENT Exhibit 10.2 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the “Agreement”) is entered into by and between IDW Media Holdings, Inc. (the “Company”) and Brooke Feinstein (“Employee”) (individually, each a “Party” and collectively, the “Parties”), and the Parties agree to the terms and conditions set forth below: 1. Employee’s employment with the Company ter |
|
| May 8, 2023 |
OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2024 Estimated average burden hours per response: 1. |
|
| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) IDW Media Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 44951N106 (CUSIP Number) Howard S. Jonas 520 Broad Street Newark, NJ 07102 (973) 438-1000 (Name, Address and Telephone Number of Per |
|
| April 27, 2023 |
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 25, 2023 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| April 27, 2023 |
Exhibit 99.1 IDW Media Announces Cost Cutting Measures Takes significant steps amid cash flow and other challenges Announces intent to delist from NYSE American and suspend SEC reporting status LOS ANGELES, CA and NEWARK, NJ – April 27, 2023: IDW Media Holdings, Inc., (the “Company” or “IDW”) (NYSE American: IDW), an integrated media company, today announced a series of significant moves in respon |
|
| April 3, 2023 |
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): March 30, 2023 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| April 3, 2023 |
April 3, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| March 15, 2023 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Brooke T. Feinstein, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of IDW Media Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements m |
|
| March 15, 2023 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 IDW MEDIA HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Quarterly Report of IDW Media Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended January 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Allan I. Grafman, Chief Executive |
|
| March 15, 2023 |
IDW Announces Results for First Quarter Fiscal Year 2023 Exhibit 99.1 IDW Announces Results for First Quarter Fiscal Year 2023 LOS ANGELES, CA and NEWARK, NJ – March 15, 2023: IDW Media Holdings, Inc., (the “Company” or “IDW”) (NYSE American: IDW), an integrated media company, today reported results for the three months ended January 31, 2023. First Quarter Fiscal 2023 (1Q23) Developments ● Consolidated revenue decreased 44% to $6.6 million from $11.8 m |
|
| March 15, 2023 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 IDW MEDIA HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Quarterly Report of IDW Media Holdings, Inc. (the “Company”) on Form 10-Q for the quarter ended January 31, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Brooke T. Feinstein, Chief Financ |
|
| March 15, 2023 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Allan I. Grafman, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of IDW Media Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in |
|
| March 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended January 31, 2023 or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-34355 IDW MEDIA HOLDINGS, INC. (Exact name of registrant |
|
| March 15, 2023 |
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): March 15, 2023 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| February 28, 2023 |
IDW / IDW Media Holdings Inc - Class B / JONAS HOWARD S - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 IDW Media Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 44951N106 (CUSIP Number) Howard S. Jonas 520 Broad Street Newark, NJ 07102 (973) 438-1000 (Name, Address and Telephone Number of Person Authorized to Re |
|
| February 27, 2023 |
DEF 14A 1 def14a0223idwmediaholdings.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (a |
|
| February 14, 2023 |
IDW / IDW Media Holdings / Nantahala Capital Management, LLC - SC 13G/A Passive Investment SC 13G/A 1 tm236168d28sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* IDW Media Holdings, Inc. (Name of Issuer) Class B common stock, $0.01 par value; authorized shares (Title of Class of Securities) 44951N106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of |
|
| February 10, 2023 |
SC 13G/A 1 sc13ga107738idw02142023.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 IDW Media Holdings, Inc. (Name of Issuer) Class B Common Stock, par |
|
| January 19, 2023 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Allan I. Grafman, certify that: 1. I have reviewed this Annual Report on Form 10-K of IDW Media Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in li |
|
| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended October 31, 2022. or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-34355 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as spec |
|
| January 19, 2023 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Brooke T. Feinstein, certify that: 1. I have reviewed this Annual Report on Form 10-K of IDW Media Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made |
|
| January 19, 2023 |
Subsidiaries of the Registrant Exhibit 21.01 DOMESTIC SUBSIDIARIES Idea and Design Works LLC (California) IDW Entertainment, LLC (California) |
|
| January 19, 2023 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 IDW MEDIA HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of IDW Media Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended October 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Allan I. Grafman, Chief Execut |
|
| January 19, 2023 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 IDW MEDIA HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of IDW Media Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended October 31, 2022 as filed with the Securities and Exchange Commission (the “Report”), I, Brooke T. Feinstein, Chief Fin |
|
| January 19, 2023 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of (i) 20 million shares of Class B common stock, (ii) 2.5 million shares of Class C common stock, and (iii) .5 million shares of Preferred Stock. The following description of our classes of authorized stock does not purport to be com |
|
| January 19, 2023 |
IDW Announces Results for Fourth Quarter and Full Fiscal Year 2022 Exhibit 99.1 IDW Announces Results for Fourth Quarter and Full Fiscal Year 2022 LOS ANGELES, CA and NEWARK, NJ –January 19, 2023: IDW Media Holdings, Inc., (“IDW”) (NYSE American: IDW), an integrated media company, today reported results for the three and twelve-months ended October 31, 2022. Fourth Quarter Fiscal 2022 (4Q22) Developments ● Consolidated revenue increased 48% to $10.5 million from |
|
| January 19, 2023 |
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 12, 2023 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| September 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware |
|
| September 14, 2022 |
IDW Announces Results for Third Quarter of Fiscal 2022 Exhibit 99.1 IDW Announces Results for Third Quarter of Fiscal 2022 LOS ANGELES, CA and NEWARK, NJ ?September 14, 2022: IDW Media Holdings, Inc., (?IDW?) (NYSE American: IDW), an integrated media company, today reported results for its third quarter and nine months ended July 31, 2022. Third Quarter Fiscal 2022 (3Q22) Developments (3Q22 results are compared to 3Q21) ? Consolidated revenue increase |
|
| September 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 14, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commis |
|
| August 31, 2022 |
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): August 29, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissio |
|
| August 31, 2022 |
Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the ?Agreement?) is entered into by and between IDW Media Holdings, Inc. (the ?Company?) and Ezra Y. Rosensaft (?Employee?) (individually, each a ?Party? and collectively, the ?Parties?), and the Parties agree to the terms and conditions set forth below: 1. Employee?s employment with the Company te |
|
| August 24, 2022 |
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): August 18, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissio |
|
| August 24, 2022 |
Employment Agreement between the Company and Allan Grafman, dated August 21, 2022. Exhibit 10.1 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), entered into on August 21, 2022 and effective as of August 29, 2022 (the ?Effective Date?) is by and between IDW Media Holdings, Inc. (the ?Company?) and Allan Grafman, residing at One Quincy Lane, White Plains, New York 10605 (the ?Employee?) (individually, each a ?Party? and collectively, the ?Parties? |
|
| August 24, 2022 |
IDW Media Announces Leader for Next Generation Expansion - Names Allan Grafman as CEO Exhibit 99.1 IDW Media Announces Leader for Next Generation Expansion - Names Allan Grafman as CEO LOS ANGELES, CA and NEWARK, NJ ?August 24, 2022: IDW Media Holdings, Inc., (NYSE American: IDW), an integrated media company, today announced that it has named entertainment and publishing industry veteran Allan Grafman as the Company?s Chief Executive Officer to accelerate IDW?s development and mone |
|
| June 14, 2022 |
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): June 9, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission F |
|
| June 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED April 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware |
|
| June 14, 2022 |
IDW Announces Results for Second Quarter of Fiscal 2022 Exhibit 99.1 IDW Announces Results for Second Quarter of Fiscal 2022 LOS ANGELES, CA and NEWARK, NJ ?June 14, 2022: IDW Media Holdings, Inc., (?IDW?) (NYSE American: IDW), an integrated media company, today reported results for its second quarter and six months ended April 30, 2022. Second Quarter Fiscal 2022 (2Q22) Developments (2Q22 results are compared to 2Q21) ? Consolidated revenue decreased |
|
| June 14, 2022 |
Fourth Amended and Restated Bylaws of IDW Media Holdings, Inc. Exhibit 3.1 FOURTH AMENDED AND RESTATED BY-LAWS OF IDW MEDIA HOLDINGS, INC. (hereinafter called the ?Corporation?) Effective June 9, 2022 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both withi |
|
| May 17, 2022 |
Exhibit 99.1 1 INVESTOR PRESENTATION May 2022 SAFE HARBOR STATEMENT This presentation of IDW Media Holdings, Inc. (IDWMH) contains forward - looking statements. Statements that are not historical facts are forward - looking statements, and such forward - looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Examples o |
|
| May 17, 2022 |
Regulation FD Disclosure, 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): May 17, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission F |
|
| April 11, 2022 |
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 5, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| April 11, 2022 |
Employment Agreement between the Company and Howard S. Jonas, dated April 5, 2022. Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?), entered into on this April 5, 2022, is by and between IDW Media Holdings, Inc., a Delaware corporation (the ?Company?), and Howard S. Jonas (the ?Employee?). WHEREAS, the Employee is currently employed as the non-executive Chairman of the Board of the Company, a non-executive officer position, and in such capacity prov |
|
| April 4, 2022 |
Financial Statements and Exhibits, Other Events 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): March 29, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| April 4, 2022 |
Exhibit 4.2 AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK OF IDW MEDIA HOLDINGS, INC. This Amendment (this ?Amendment?), dated March 29, 2022, hereby amends the Warrant to Purchase Class B Common Stock numbered 002 (the ?Original Warrant?), dated March 30, 2019, between Howard S. Jonas (?Warrantholder?) and IDW Media Holdings, Inc. (the ?Company?). W I T N E S S E T H: WHEREAS, Warranthold |
|
| April 4, 2022 |
Exhibit 4.1 AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK OF IDW MEDIA HOLDINGS, INC. This Amendment (this ?Amendment?), dated March 29, 2022, hereby amends the Warrant to Purchase Class B Common Stock numbered 001 (the ?Original Warrant?), dated August 21, 2018, between Howard S. Jonas (?Warrantholder?) and IDW Media Holdings, Inc. (the ?Company?). W I T N E S S E T H: WHEREAS, Warranthol |
|
| March 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 14, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delawa |
|
| March 14, 2022 |
IDW Announces Results for First Quarter 2022 Exhibit 99.1 IDW Announces Results for First Quarter 2022 - First Quarter Revenue Grew 40% to $11.8 Million; Net Income of $2 Million or $0.15 Per Share LOS ANGELES, CA and NEWARK, NJ ?March 14, 2022: IDW Media Holdings, Inc., (?IDW?) (NYSE American: IDW), an integrated media company, today reported results for its first fiscal quarter, the three months ended January 31, 2022. First Quarter Fiscal |
|
| February 28, 2022 |
DEF 14A 1 def14a0222idwmedia.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permit |
|
| February 14, 2022 |
IDW / IDW Media Holdings / Nantahala Capital Management, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* IDW Media Holdings, Inc. (Name of Issuer) Class B common stock, $0.01 par value; authorized shares (Title of Class of Securities) 44951N106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box |
|
| February 14, 2022 |
IDW / IDW Media Holdings / Raging Capital Management, LLC - THE SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 IDW Media Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 (Title of Class of Securities) 44951N 10 6 (CUSIP Number) D |
|
| February 14, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 14, 2022 (including amendments thereto) with respect to the Class B Common Stock, par value $0.01 per share, of IDW Media Holdings, Inc. This Join |
|
| January 20, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 20, 2022 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| January 20, 2022 |
Subsidiaries of the Registrant Exhibit 21.01 Domestic Subsidiaries Idea and Design Works LLC (California) IDW Entertainment, LLC (California) |
|
| January 20, 2022 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Our authorized capital stock consists of (i) 20 million shares of Class B common stock, (ii) 2.5 million shares of Class C common stock, and (iii) .5 million shares of Preferred Stock. The following description of our classes of authorized stock does not purport to be com |
|
| January 20, 2022 |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.02 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Brooke T. Feinstein, certify that: 1. I have reviewed this Annual Report on Form 10-K of IDW Media Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made |
|
| January 20, 2022 |
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.02 IDW MEDIA HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of IDW Media Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended October 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Brooke T. Feinstein, Chief Fin |
|
| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended October 31, 2021. or ? Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 001-34355 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as spec |
|
| January 20, 2022 |
IDW Announces Results for Fourth Quarter and Full Fiscal Year 2021 Exhibit 99.1 IDW Announces Results for Fourth Quarter and Full Fiscal Year 2021 - Turnaround Underway with New Management, Enhanced Balance Sheet and Revitalized Growth Strategy Heading into 2022 - $4.2 Million in Revenue from Locke & Key Shifted to1Q22 - 40+ Original Publishing Titles Advancing through Pipeline Annually, a Significant Increase from Previous Years LOS ANGELES, CA and NEWARK, NJ ?J |
|
| January 20, 2022 |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 31.01 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Ezra Y. Rosensaft, certify that: 1. I have reviewed this Annual Report on Form 10-K of IDW Media Holdings, Inc.; 2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
|
| January 20, 2022 |
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.01 IDW MEDIA HOLDINGS, INC. Certification Pursuant to 18 U.S.C. Section 1350 (as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002) In connection with the Annual Report of IDW Media Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended October 31, 2021 as filed with the Securities and Exchange Commission (the “Report”), I, Ezra Y. Rosensaft, Chief Execu |
|
| December 7, 2021 |
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): December 3, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| December 7, 2021 |
IDW Media Holdings, Inc. Third Amended and Restated By-Laws (as amended on December 3, 2021). Exhibit 3.1 THIRD AMENDED AND RESTATED BY-LAWS OF IDW MEDIA HOLDINGS, INC. (hereinafter called the ?Corporation?) Effective December 3, 2021 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both wi |
|
| October 21, 2021 |
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): October 20, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| September 30, 2021 |
Exhibit 10.1 Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely cause competitive harm to IDW Media Holdings Inc. if publicly disclosed. June 15, 2021 Nachie Marsham Publisher Idea and Design Works, LLC d/b/a IDW Publishing 2765 Truxtun Road San Diego, CA 92106 Dear Mr. Marsham: This am |
|
| September 30, 2021 |
Entry into a Material Definitive Agreement, 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): June 15, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| September 17, 2021 |
Exhibit 10.1 SEPARATION AND GENERAL RELEASE AGREEMENT This Separation and General Release Agreement (the ?Agreement?) is executed by and between Karina Fedasz (?Employee?) and IDW Media Holdings, Inc. (the ?Company?) (collectively the ?Parties?). In consideration for the execution of this Agreement and the performance of the terms and conditions herein, the Parties agree as follows: 1. Employment. |
|
| September 17, 2021 |
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): September 15, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commis |
|
| September 17, 2021 |
Financial Statements and Exhibits, Other Events 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): September 17, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commis |
|
| September 17, 2021 |
Exhibit 99.1 IDW PUBLISHING EXPANDS PARTNERSHIP WITH PENGUIN RANDOM HOUSE PUBLISHER SERVICES IN AN EXCLUSIVE MULTI-YEAR AGREEMENT TO DISTRIBUTE IDW COMICS WORLDWIDE New York, NY ? SEPTEMBER 17, 2021 ? IDW Publishing, the award-winning publisher of comic books, graphic novels, and art books, and Penguin Random House Publisher Services (PRHPS), a division of Penguin Random House, today announced an |
|
| September 13, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 13, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commis |
|
| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED July 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware |
|
| September 13, 2021 |
Exhibit 99.1 IDW Reports Third Quarter Fiscal 2021 Results Resurgent Direct Market Sales Drove 30% Increase in Publishing Revenue Proceeds from Capital Raise Slated Primarily for Investment in Original Content Uplist to NYSE American Completed NEWARK, NJ and LOS ANGELES, CA / September 13, 2021 / IDW Media Holdings, Inc. (NYSE America: IDW), an integrated media company, today reported a net loss p |
|
| August 11, 2021 |
Exhibit 99.1 1 SAFE HARBOR STATEMENT This presentation of IDW Media Holdings, Inc. (IDWMH) contains forward - looking statements. Statements that are not historical facts are forward - looking statements, and such forward - looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. Examples of forward - looking statements |
|
| August 11, 2021 |
Regulation FD Disclosure, 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): August 11, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commissio |
|
| August 6, 2021 |
Financial Statements and Exhibits, Other Events 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): August 6, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34355 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| August 6, 2021 |
Exhibit 99.1 IDW Media Holdings, Inc. Announces NYSE American Uplisting and Closing of $10.4 Million Public Offering and Full Exercise of Underwriter?s Over-Allotment Option NEWARK, NJ and LOS ANGELES, CA / ACCESSWIRE / August 6, 2021 / IDW Media Holdings, Inc. (NYSE American: IDW) (the ?Company? or ?IDW?), an integrated media company, today announced the closing of an underwritten public offering |
|
| August 4, 2021 |
IDW MEDIA HOLDINGS, INC. 2,500,000 Shares of Class B common stock Filed pursuant to Rule 424(b)(4) Registration No. 333-257708 PROSPECTUS IDW MEDIA HOLDINGS, INC. 2,500,000 Shares of Class B common stock We are offering 2,500,000 shares of Class B common stock, par value $0.01 (?Class B common stock?, and each a ?Share? and collectively, the ?Shares?) of IDW Media Holdings, Inc. (the ?Company,? ?IDWMH? ?IDW? ?we,? ?our? or ?us?) at a public offering price of $3. |
|
| August 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State of incorporation or organization) (I.R.S. Employer I.D. No.) 520 Broad Street, Newark, N |
|
| July 29, 2021 |
July 29, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: IDW Media Holdings, Inc. Registration Statement on Form S-1, as amended Initially Filed July 6, 2021 File No. 333-257708 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the ?Act?), EF Hutton, division of Benchm |
|
| July 29, 2021 |
July 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| July 27, 2021 |
Form of Underwriting Agreement Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT between IDW MEDIA HOLDINGS, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several Underwriters IDW MEDIA HOLDINGS, INC. UNDERWRITING AGREEMENT New York, New York [?], 2021 EF HUTTON, division of Benchmark Investments, LLC as Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Av |
|
| July 27, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 27, 2021 As filed with the U.S. Securities and Exchange Commission on July 27, 2021 Registration No. 333-257708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jurisdict |
|
| July 20, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 20, 2021 S-1/A 1 ea144451-s1a1idwmedia.htm AMENDMENT NO. 1 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on July 20, 2021 Registration No. 333-257708 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in i |
|
| July 19, 2021 |
Fourth Restated Certificate of Incorporation of IDW Media Holdings, Inc. Exhibit 3.01 FOURTH RESTATED CERTIFICATE OF INCORPORATION OF IDW MEDIA HOLDINGS, INC. IDW Media Holdings, Inc., a Delaware corporation (the ?Corporation?), the original Certificate of Incorporation, Restated Certificate of Incorporation, Second Restated Certificate of Incorporation and Third Restated Certificate of Incorporation, of which were filed with the Secretary of State of Delaware on May 8 |
|
| July 19, 2021 |
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 14, 2021 IDW Media Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| July 6, 2021 |
As filed with the U.S. Securities and Exchange Commission on July 6, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jurisdiction of incorporation or organization) |
|
| June 29, 2021 |
June 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| June 21, 2021 |
As filed with the U.S. Securities and Exchange Commission on June 21, 2021 As filed with the U.S. Securities and Exchange Commission on June 21, 2021 Registration No. 333-249511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State or jurisdiction |
|
| June 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED April 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware |
|
| May 11, 2021 |
Form of Certificate for Common Stock of IDW Media Holdings, Inc. Exhibit 4.1 |
|
| May 11, 2021 |
As filed with the U.S. Securities and Exchange Commission on May 11, 2021 Registration No. 333-249511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jurisdi |
|
| May 11, 2021 |
May 11, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| April 5, 2021 |
Exhibit 10.16 Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely cause competitive harm to IDW Media Holdings Inc. if publicly disclosed. DISTRIBUTION AGREEMENT between PENGUIN RANDOM HOUSE PUBLISHER SERVICES and Idea and Design Works, LLC CONTENTS 1. Interpretation 1 2. Term 1 3. Appoi |
|
| April 5, 2021 |
April 5, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| April 5, 2021 |
As filed with the U.S. Securities and Exchange Commission on April 5, 2021 Registration No. 333-249511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jurisd |
|
| March 1, 2021 |
Exhibit 10.14 Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely cause competitive harm to IDW Media Holdings Inc. if publicly disclosed. SUPPLY AGREEMENT This SUPPLY AGREEMENT (the ?Agreement?) is made and entered into as of September 30, 2013 (the ?Effective Date?) by and between IDEA |
|
| March 1, 2021 |
As filed with the U.S. Securities and Exchange Commission on March 1, 2021 Registration No. 333-249511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jurisd |
|
| March 1, 2021 |
EX-10.15 3 ea136423ex10-15idwmedia.htm AMENDMENT TO THE SUPPLY AGREEMENT BETWEEN IDEA AND DESIGN WORKS, LLC AND DIAMOND COMIC DISTRIBUTORS, INC., DATED MARCH 1, 2016 (FEES, PAYMENT TERMS AND OTHER BUSINESS TERMS REDACTED) Exhibit 10.15 Note: The fees, payment terms, and other business terms in the agreement and exhibits have been excluded because these terms are both not material and would likely |
|
| March 1, 2021 |
March 1, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| December 9, 2020 |
As filed with the U.S. Securities and Exchange Commission on December 9, 2020 Registration No. 333-249511 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jur |
|
| December 9, 2020 |
December 9, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| October 16, 2020 |
Exhibit 4.2 1 2 3 4 5 6 7 8 9 10 11 12 13 |
|
| October 16, 2020 |
Second Amended and Restated Bylaws of IDW Media Holdings, Inc. Exhibit 3.2 SECOND AMENDED AND RESTATED BY-LAWS OF IDW MEDIA HOLDINGS, INC. (hereinafter called the “Corporation”) Effective April 6, 2020 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both with |
|
| October 16, 2020 |
Exhibit 10.13 |
|
| October 16, 2020 |
Registration Statement - REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on October 16, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDW MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 7812 26-4831346 (State of other jurisdiction of incorporation or organizat |
|
| October 16, 2020 |
Exhibit 10.12 LOAN AND SECURITY AGREEMENT This Loan and Security Agreement (the “Agreement”) is made and entered into as of June 19, 2018 by and among HIGH PARK / V-WARS PRODUCTIONS INC. (“Borrower”) with an office at 693 Queen Street East, Toronto, Ontario, M4M 1G6, and BANK LEUMI USA (the “Bank”) with an office at 555 West 5th Street, Suite 3300, Los Angeles, CA, 90013, Attention: David Henry, E |
|
| October 16, 2020 |
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2020, by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Stockholder” and, collectively, the “Stockholders”). W I T N E S S E T H: WHEREAS, concurrently wit |
|
| October 16, 2020 |
Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2020, by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Stockholder” and, collectively, the “Stockholders”). W I T N E S S E T H: WHEREAS, concurrently wit |
|
| October 16, 2020 |
Exhibit 4.3 EXECUTION COPY THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS |
|
| October 16, 2020 |
Form of Restrictive Stock Agreement Exhibit 10.4 IDW MEDIA HOLDINGS, INC. 2019 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENT [INSERT NAME] [INSERT ADDRESS] This Agreement confirms and memorializes the grant of Restricted Stock to you effective as of ● (the “Effective Date”) under the IDW Media Holdings, Inc. 2019 Stock Option and Incentive Plan, as amended from time to time (the “Plan”), upon the terms and conditions de |
|
| October 16, 2020 |
Paycheck Protection Program Promissory Note in favor of Bank of America, NA dated April 15, 2020. Exhibit 10.8 Promissory Note Date Loan Amount Interest Rate after Deferment Period Deferment Period 4/15/2020 1,195,679.00 1.00% fixed per annum 6 months This Promissory Note (“Note”) sets forth and confirms the terms and conditions of a term loan to IDW Media Holdings., (whether one or more than one, “Borrower”) from Bank of America, NA, a national banking association having an address of P.O. Bo |
|
| October 16, 2020 |
Exhibit 10.9 |
|
| October 16, 2020 |
Exhibit 10.3 IDW MEDIA HOLDINGS, INC. 2019 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of ●, by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and ● (the “Optionee”). WHEREAS, the Company desires to grant to the Optionee options to acquire an aggregate of ● shares of Class B Common Stock of |
|
| October 16, 2020 |
IDW Media Holdings, Inc. 2019 Stock Option and Incentive Plan. EX-10.2 7 ea127739ex10-2idwmedia.htm IDW MEDIA HOLDINGS, INC. 2019 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.2 IDW MEDIA HOLDINGS, INC. Amended and Restated 2019 STOCK OPTION AND INCENTIVE PLAN (Adopted July 13, 2020) 1. Purpose; Types of Awards; Construction. The purpose of the IDW Media Holdings, Inc. Stock Option and Incentive Plan (the “Plan”) is to provide incentives to executive officers, e |
|
| October 16, 2020 |
Exhibit 10.11 BRIDGE LOAN FACILITY AGREEMENT This Bridge Loan Facility Agreement (this “Agreement”) is made as of September 21, 2018 (the “Effective Date”), by and between Howard S. Jonas (“Lender”) and IDW Media Holdings, Inc., a Delaware corporation (“Debtor”). Unless otherwise expressly provided herein, all defined terms used in this Agreement shall have the meanings set forth in Section 1. W I |
|
| October 16, 2020 |
Loan Agreement between IDW Media Holdings, Inc. and Howard S. Jonas, dated as of August 21, 2018. Exhibit 10.10 EXECUTION COPY LOAN AGREEMENT This LOAN AGREEMENT (this “Agreement”) made as of August 21, 2018 by and between IDW Media Holdings, Inc., a Delaware corporation (the “Company”), and Howard Jonas (the “Lender”). Each of the Company and the Lender also referred to herein as a “Party”, and collectively as the “Parties”. Capitalized terms not otherwise defined herein shall have the meanin |
|
| October 16, 2020 |
IDW Media Holdings, Inc. 2009 Stock Option and Incentive Plan. Exhibit 10.1 IDW MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN (Amended and Restated on October 6, 2016) 1. Purpose; Types of Awards; Construction. The purpose of the IDW Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan”) is to provide incentives to executive officers, employees, directors and consultants of IDW Media Holdings, Inc. (the “Company”), or any subsidiar |
|
| October 16, 2020 |
Amendment to Registration Rights Agreement, dated March 25, 2020. EX-10.7 12 ea127739ex10-7idwmedia.htm AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, DATED MARCH 25, 2020 Exhibit 10.7 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This Amendment (hereinafter referred to as this “Amendment”) to the Registration Rights Agreement (the “RRA”), is entered into by IDW Media Holdings, Inc., a Delaware corporation (the “Company”), Raging Capital Master Fund, Ltd., a Cayman en |
|
| October 16, 2020 |
Third Restated Certificate of Incorporation of IDW Media Holdings, Inc. Exhibit 3.1 |
|
| January 20, 2012 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on January 20, 2012 (including amendments thereto) with respect to securities of CTM Media Holdings, Inc. This Joint Filing Agreement shall be f |
|
| January 20, 2012 |
EX-99.2 3 ex992to13da207738009011812.htm POWER OF ATTORNEY Exhibit 99.2 POWER OF ATTORNEY Know all by these presents, that each of the undersigned hereby constitutes and appoints Frederick C. Wasch signing singly, the undersigned's true and lawful attorney-in-fact to: 1. Execute for and on behalf of the undersigned all documents relating to the business of Raging Capital Management, LLC, Raging Ca |
|
| January 20, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 CTM Media Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value Class B Common Stock, $0.01 par value (Title of Class of Securities) 22 |
|
| December 13, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.CURRENT REPORT Commission File Number 000-53718 CTM MEDIA HOLDINGS, INC. (Exact name of registrant a |
|
| December 12, 2011 |
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): December 9, 2011 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| December 5, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2011, or o Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934. Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact name of reg |
|
| November 18, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 1)1 CTM Media Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 22944D203 (CUSIP Number) STEVE |
|
| November 1, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement CTM MEDI |
|
| October 28, 2011 |
Exhibit 21.1 SUBSIDIARIES CTM Media Group, Ltd. CTM Media Group, Inc. Ettractions, Inc. IDT Local Media, Inc. Idea and Design Works, LLC IDT Internet Mobile Group, Inc. Beltway Acquisition Corporation CTM Brochure Display of Puerto Rico, Inc. |
|
| October 28, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2011, or ? Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934. Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specifi |
|
| October 28, 2011 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT AMENDMENT NO. 1 TO THE SECOND RESTATED CERTIFICATE OF INCORPORATION OF CTM MEDIA HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware CTM Media Holdings, Inc., a Delaware corporation (the ?Corporation?), does hereby certify as follows: 1. The name of the Corporation is CTM Media Holdings, Inc. 2. At a meeting of the Boa |
|
| October 24, 2011 |
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): October 18, 2011 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| October 19, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement CTM MEDI |
|
| October 17, 2011 |
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): October 17, 2011 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| September 8, 2011 |
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): September 8, 2011 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commiss |
|
| June 14, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Name of Registrant as |
|
| June 13, 2011 |
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): June 13, 2011 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| March 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ? Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2010, or o Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934. Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact name of reg |
|
| March 24, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Na |
|
| March 24, 2011 |
CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 March 24, 2011 CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 March 24, 2011 VIA EDGAR AND BY FACSIMILE NO. (202) 772-9205 United States Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Attn: Larry M. Spirgel Assistant Director Re: CTM Media Holdings, Inc. Form 10-K for the fiscal year ended July 31, 2010 Form 10-Q for the fiscal quarter ended October 31, 201 |
|
| March 17, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Name of Registrant a |
|
| March 15, 2011 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on March 14, 2011 (including amendments thereto) with respect to the shares of Class B Common Stock, par value $0.01 per share, of CTM Media Hol |
|
| March 15, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 CTM Media Holdings, Inc. (Name of Issuer) Class B Common Stock, par value $0.01 per share (Title of Class of Securities) 22944D203 (CUSIP Number) STEVEN |
|
| February 25, 2011 |
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 22, 2011 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commiss |
|
| February 11, 2011 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CTM MEDIA HOLDINGS INC-A (Name of Issuer) Common Stock (Title of Class of Securities) 22944D104 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
|
| December 21, 2010 |
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): December 20, 2010 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commiss |
|
| December 15, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Name of Registrant a |
|
| November 23, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: o Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement CTM MEDI |
|
| November 12, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement CTM MEDI |
|
| October 29, 2010 |
EX-21.1 2 f10k2010ex21ictm.htm LIST OF SUBSIDIARIES Exhibit 21.1 SUBSIDIARIES CTM Media Group, Ltd. CTM Brochure Display of Puerto Rico, Inc. CTM Media Group, Inc. Ettractions, Inc. Idea and Design Works LLC IDT Local Media, Inc. |
|
| October 29, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2010, or o Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934. Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specifi |
|
| October 28, 2010 |
I, Irwin Katsof, a Director of CTM Media Holdings, Inc., a Delaware Corporation, do EX-24. 2 rrd259471292732.htm POWER OF ATTORNEY rrd259471292732.html CTM MEDIA HOLDINGS, INC. SPECIFIC POWER OF ATTORNEY For the Purpose of Filing Forms 3, 4, 5 and 144 with the Securities and Exchange Commission I, Irwin Katsof, a Director of CTM Media Holdings, Inc., a Delaware Corporation, do hereby constitute and appoint Joyce J. Mason and Stephanie Greene, or any one of them, my true and lawfu |
|
| October 25, 2010 |
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): October 19, 2010 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| July 27, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 CTM Media Holdings, Inc. (Name of Issuer) Class A Common Stock, $0.01 par value (Title of Class of Securities) 22944D104 (CUSIP Number) Jun |
|
| July 27, 2010 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated July 27, 2010 (including amendments thereto) with respect to the shares of Class A Common Stock, par value $0.01 per share, of CTM Media Holdings, Inc. Thi |
|
| June 14, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2010 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Name of Registrant as |
|
| May 28, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3)1 CTM Media Holdings, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value (Title of Class of Securities) 22944D203 (CUSIP Number) Ma |
|
| May 7, 2010 |
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): May 5, 2010 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 1-16371 22-3415036 (State or other jurisdiction of Incorporation) (Commission File |
|
| May 7, 2010 |
CTM Media Holdings Concludes Sale of its WMET Radio Station Exhibit 99.1 CTM Media Holdings Concludes Sale of its WMET Radio Station STAMFORD, CT., May 5, 2010 - CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB), today announced that it had consummated the previously announced sale of the assets of its WMET radio station to Huffines Media. The buyer paid $1.3 million in cash and issued a promissory note for an additional $2.7 million in payment of |
|
| March 17, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2010 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Name of Registrant a |
|
| March 17, 2010 |
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): March 16, 2010 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commission |
|
| February 25, 2010 |
Financial Statements and Exhibits, Entry into a Material Definitive Agreement, Other Events 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 23, 2010 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commiss |
|
| February 25, 2010 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated as of the 23rd day of February, 2010, by and among BELTWAY ACQUISITION CORPORATION (hereinafter “BELTWAY” or “Seller”), a Delaware corporation, and HUFFINES MEDIA, LLC, a Texas limited liability company, and HUFFINES LICENSE SUBSIDIARY, LLC, a Texas limited liability company and wholly owned subsidiary of HUFFINES MEDIA, L |
|
| February 25, 2010 |
Exhibit 99.1 CTM Media Holdings Signs Definitive Agreement for Sale of its WMET Radio Station and Announces Dividend STAMFORD, CT., February 24, 2010 - CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB), today announced that on February 23, 2010, it executed an agreement to sell the assets of its WMET radio station for a sale price of $4 million in a combination of cash and a promissory not |
|
| February 9, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)1 CTM Media Holdings, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value (Title of Class of Securities) 22944D203 (CUSIP Number) De |
|
| February 8, 2010 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CTM MEDIA HOLDINGS INC-A (Name of Issuer) Common Stock (Title of Class of Securities) 22944D104 (CUSIP Number) December 31, 2009 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
|
| December 31, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CTM MEDIA HOLDINGS, INC. (Name of Subject Company (Issuer)) CTM MEDIA HOLDINGS, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Class A Common Stock, $0.01 par value Class B Co |
|
| December 23, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CTM MEDIA HOLDINGS, INC. (Name of Subject Company (Issuer)) CTM MEDIA HOLDINGS, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Class A Common Stock, $0.01 par value Class B Co |
|
| December 17, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CTM MEDIA HOLDINGS, INC. (Name of Subject Company (Issuer)) CTM MEDIA HOLDINGS, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Class A Common Stock, $0.01 par value Class B Co |
|
| December 17, 2009 |
Exhibit 99(a)(10) CTM Media Holdings Enters into Letter of Intent for Sale of Its WMET Radio Station Assets and Extends Its Tender Offer STAMFORD, CT. |
|
| December 15, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2009 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact Name of Registrant a |
|
| December 3, 2009 |
Exhibit 99(a)(1)(i) CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, CT 06907 (203) 323-5161 SUPPLEMENT TO OFFER TO PURCHASE FOR CASH BY CTM MEDIA HOLDINGS, INC. UP TO 432,019 SHARES OF CLASS A COMMON STOCK AT A PURCHASE PRICE OF $1.10 PER SHARE AND UP TO 2,357,994 SHARES OF CLASS B COMMON STOCK AT A PURCHASE PRICE OF $1.10 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE |
|
| December 3, 2009 |
EX-99.(A)(8) 3 sctoia1ex99aviiictm.htm PRESS RELEASE Exhibit 99(a)(8) CTM Media Holdings Revises Number of Shares It is Offering to Purchase and Extends the Expiration Date of Its Tender Offer STAMFORD, CT., Dec. 3, 2009 - CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced that it has revised the number of shares it is offering to purchase pursuant to, and extended the expir |
|
| December 3, 2009 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CTM MEDIA HOLDINGS, INC. (Name of Subject Company (Issuer)) CTM MEDIA HOLDINGS, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Class A Common Stock, $0.01 par value Class B Co |
|
| December 3, 2009 |
Hello, this is a message on behalf of Howard Jonas, Chairman of CTM Media Holdings. EX-99.(A)(9) 4 sctoia1ex99aixctm.htm TEXT OF CALL TO BENEFICIAL HOLDERS Exhibit 99(a)(9) Hello, this is a message on behalf of Howard Jonas, Chairman of CTM Media Holdings. Our company was recently spun off from IDT and our Class A and Class B common stock is quoted on the OTC Pink Market. In order to provide stockholders with some of the liquidity and sale opportunities that the public markets ha |
|
| November 24, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (RULE 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement CTM MEDI |
|
| November 17, 2009 |
Exhibit 99 (a)(4) NOTICE OF GUARANTEED DELIVERY For Tender Shares of Common Stock Pursuant to the Offer to Purchase for Cash up to an aggregate of 2,790,013 Shares of Class A Common Stock and/or Class B Common Stock of CTM MEDIA HOLDINGS, INC. |
|
| November 17, 2009 |
Exhibit 99 (a)(6) CTM MEDIA HOLDINGS, INC. Offer to Purchase for Cash up to an aggregate of 2,790,013 Shares of Class A Common Stock and/or Class B Common Stock of CTM MEDIA HOLDINGS, INC. at a Purchase Price of $1.10 Per Share November 17, 2009 To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated November 17, 2009, and the related Letter of Transmittal (which together |
|
| November 17, 2009 |
Exhibit 99(a)(3) OFFER TO PURCHASE FOR CASH BY CTM MEDIA HOLDINGS, INC. UP TO AN AGGREGATE OF 2,790,013 SHARES OF CLASS A COMMON STOCK AND/OR CLASS B COMMON STOCK AT A PURCHASE PRICE OF $1.10 PER SHARE November 17, 2009 Dear Stockholder: I am pleased to inform you that CTM Media Holdings, Inc. is offering to purchase up to an aggregate of 2,790,013 shares of its Class A common stock, $0.01 par val |
|
| November 17, 2009 |
Exhibit 99 (a)(1) CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, CT 06907 (203) 323-5161 OFFER TO PURCHASE FOR CASH BY CTM MEDIA HOLDINGS, INC. UP TO AN AGGREGATE OF 2,790,013 SHARES OF CLASS A COMMON STOCK AND/OR CLASS B COMMON STOCK AT A PURCHASE PRICE OF $1.10 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 16, |
|
| November 17, 2009 |
CTM Media Holdings, Inc. Commences Issuer Tender Offer Exhibit 99(a)(7) CTM Media Holdings, Inc. Commences Issuer Tender Offer STAMFORD, CT., Nov. 17, 2009 - CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced it has commenced a tender offer to purchase up to thirty percent of its outstanding common stock. CTM Media Holdings is offering to purchase shares of its Class A common stock and Class B common stock, or any combination th |
|
| November 17, 2009 |
SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CTM MEDIA HOLDINGS, INC. (Name of Subject Company (Issuer)) CTM MEDIA HOLDINGS, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Class A Common Stock, $0.01 par value Class B Common Stock, $0.01 |
|
| November 17, 2009 |
Exhibit 99 (a)(5) CTM MEDIA HOLDINGS, INC. To Tender Shares of Common Stock Pursuant to the Offer to Purchase for Cash up to an aggregate of 2,790,013 Shares of Class A Common Stock and/or Class B Common Stock of CTM MEDIA HOLDINGS, INC. at a Purchase Price of $1.10 Per Share November 17, 2009 To Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees: CTM Media Holdings, Inc., a De |
|
| November 17, 2009 |
Exhibit 99 (a)(2) LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase for Cash up to an aggregate of 2,790,013 Shares of Class A Common Stock and/or Class B Common Stock of CTM MEDIA HOLDINGS, INC. |
|
| November 10, 2009 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 CTM MEDIA HOLDINGS, INC. (Name of Subject Company (Issuer)) CTM MEDIA HOLDINGS, INC. (Names of Filing Persons (identifying status as offeror, issuer or other person)) Class A Common Stock, $0.01 par value Class B Common Stock, $0.01 |
|
| November 10, 2009 |
CTM Media Holdings, Inc. to Commence Issuer Tender Offer EX-99.1 2 sctocex99ctm.htm PRESS RELEASE Exhibit 99.1 CTM Media Holdings, Inc. to Commence Issuer Tender Offer STAMFORD, CT., Nov. 6, 2009 - CTM Media Holdings, Inc. (OTC Pink Markets: CTMMA, CTMMB) today announced its intention to commence a tender offer to purchase up to thirty percent of its outstanding common stock. CTM Media Holdings intends to offer to purchase shares of its Class A common s |
|
| October 29, 2009 |
Exhibit 10.3 TAX SEPARATION AGREEMENT This TAX SEPARATION AGREEMENT (this ?Agreement?) is dated as of September 14, 2009, by and between IDT Corporation, a Delaware corporation (?IDT?), and CTM Media Holdings, Inc., a Delaware corporation (?CTM?). WHEREAS, as of the date hereof, IDT is the common parent of an affiliated group of domestic corporations within the meaning of Section 1504(a) of the Co |
|
| October 29, 2009 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between IDT CORPORATION And CTM MEDIA HOLDINGS, INC. Dated as of September 14, 2009 This SEPARATION AND DISTRIBUTION AGREEMENT (this ?Agreement?), dated as of September 14, 2009, by and between IDT Corporation, a Delaware corporation (?IDT?), and CTM Media Holdings, Inc., a Delaware corporation (?CTM?; and together with IDT, the ?Parties?, a |
|
| October 29, 2009 |
CTM MEDIA HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Adopted on August 18, 2009 Exhibit 14.1 CTM MEDIA HOLDINGS, INC. CODE OF BUSINESS CONDUCT AND ETHICS Adopted on August 18, 2009 This Code of Business Conduct and Ethics (this ?Code?) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of CTM Media Holdings, Inc. and its subsidiaries and affiliates (collectively the ?C |
|
| October 29, 2009 |
Exhibit 21.1 SUBSIDIARIES Beltway Acquisition Corporation, d/b/a WMET CTM Media Group, Ltd. CTM Brochure Display of Puerto Rico, Inc. CTM Media Group, Inc. Idea and Design Works LLC IDT Internet Mobile Group, Inc. IDT Local Media, Inc. |
|
| October 29, 2009 |
EX-10.2 4 f10k2009ex10iictm.htm SERVICES AGREEMENT Exhibit 10.2 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT, dated as of September 14, 2009 (this “Agreement”), is entered into by and between CTM Media Holdings, Inc., a Delaware corporation (“ CTM ”), and IDT Corporation, a Delaware corporation (“ IDT ”). For purposes of this Agreement, “ Party ” or “ Parties ” shall mean either CTM or |
|
| October 29, 2009 |
As filed with the Securities and Exchange Commission on October 29, 2009 As filed with the Securities and Exchange Commission on October 29, 2009 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| October 29, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934 for the fiscal year ended July 31, 2009, or o Transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934. Commission File Number: 000-53718 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specifi |
|
| October 29, 2009 |
SECOND RESTATED CERTIFICATE OF INCORPORATION CTM MEDIA HOLDINGS, INC. Exhibit 3.1 SECOND RESTATED CERTIFICATE OF INCORPORATION OF CTM MEDIA HOLDINGS, INC. CTM Media Holdings, Inc., a Delaware corporation (the ?Corporation?), the original Certificate of Incorporation and Restated Certificate of Incorporation of which were filed with the Secretary of State of Delaware on May 8, 2009 and July 6, 2009, respectively, HEREBY CERTIFIES: FIRST: This Second Restated Certific |
|
| October 26, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 CTM Media Holdings, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value (Title of Class of Securities) 22944D203 (CUSIP Number) Oc |
|
| October 20, 2009 |
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): October 14, 2009 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commissi |
|
| October 20, 2009 |
CTM MEDIA HOLDINGS, INC. RESTRICTED STOCK AGREEMENT Exhibit 10.01 CTM MEDIA HOLDINGS, INC. RESTRICTED STOCK AGREEMENT HOWARD S. JONAS CTM Media Holdings, Inc. 11 Largo Drive South Stamford, Connecticut 06907 This Agreement confirms the grant of Restricted Stock to you effective as of October 14, 2009 (the “Effective Date”) upon the terms and conditions described herein. 1. Grant of Restricted Stock. Pursuant to action of the Compensation Committee |
|
| September 25, 2009 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated September 25, 2009 (including amendments thereto) with respect to the Class B Common Stock of CTM Media Holdings, Inc. This Joint Filing Agreement shall be |
|
| September 25, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 CTM Media Holdings, Inc. (Name of Issuer) Class B Common Stock, $0.01 par value (Title of Class of Securities) 22944D203 (CUSIP Number) Sep |
|
| September 15, 2009 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year 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): September 11, 2009 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 000-53718 26-4831346 (State or other jurisdiction of incorporation) (Commis |
|
| September 4, 2009 |
Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement ? Definitive Additional Materials CTM |
|
| September 4, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
|
| September 4, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
|
| September 4, 2009 |
Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement ¨ Definitive Additional Materials CTM |
|
| September 4, 2009 |
CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 September 4, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3720 Washington, D.C. 20549 Attention: Larry Spirgel Assistant Director Re: CTM Media Holdings, Inc. Registration Statement on Form 10-12G Filed on July 7, 2009 File No. 000-53718 Dear Mr. Spirgel: CTM |
|
| August 28, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
|
| August 28, 2009 |
Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement ¨ Definitive Additional Materials CTM |
|
| August 28, 2009 |
CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 August 28, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3720 Washington, D.C. 20549 Attention: Larry Spirgel Assistant Director Re: CTM Media Holdings, Inc. Registration Statement on Form 10-12G Filed on July 7, 2009 File No. 000-53718 Dear Mr. Spirgel: CTM Me |
|
| August 24, 2009 |
Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement ? Definitive Additional Materials CTM |
|
| August 24, 2009 |
CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 August 24, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3720 Washington, D.C. 20549 Attention: Larry Spirgel Assistant Director Re: CTM Media Holdings, Inc. Registration Statement on Form 10-12G Filed on July 7, 2009 File No. 000-53718 Dear Mr. Spirgel: CTM Me |
|
| August 24, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
|
| August 10, 2009 |
CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN EX-10 5 f1012ga1iex10ictm.htm 2009 STOCK OPTION AND INCENTIVE PLAN Exhibit 10.1 CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN 1. Purpose; Types of Awards; Construction. The purpose of the CTM Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan”) is to provide incentives to executive officers, employees, directors and consultants of CTM Media Holdings, Inc. (the “Co |
|
| August 10, 2009 |
CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AGREEMENT Exhibit 10.4 CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN STOCK OPTION AGREEMENT This STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of «OPTIONDATE», by and between CTM Media Holdings, Inc., a Delaware corporation (the “Company”), and «FIRSTNAME» «LASTNAME» (the “Grantee”). WHEREAS, the Company desires to grant to the Grantee options to acquire an aggregate of «REVIS |
|
| August 10, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
|
| August 10, 2009 |
CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT EX-10.8 12 f1012ga1iex10viiictm.htm FORM OF INCENTIVE STOCK OPTION AGREEMENT Exhibit 10.8 CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of «OPTIONDATE», by and between CTM Media Holdings, Inc., a Delaware corporation (the “Company”), and «FIRSTNAME» «LASTNAME» (the “Grantee” |
|
| August 10, 2009 |
Exhibit 21.1 Subsidiaries of the Registrant The following entities will become direct or indirect subsidiaries of the Registrant prior to the spin-off: Beltway Acquisition Corporation, d/b/a WMET CTM Media Group, Ltd. CTM Brochure Display of Puerto Rico, Inc. CTM Media Group, Inc. Idea and Design Works LLC IDT Internet Mobile Group, Inc. IDT Local Media, Inc. |
|
| August 10, 2009 |
CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 August 10, 2009 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3720 Washington, D.C. 20549 Attention: Larry Spirgel Assistant Director Re: CTM Media Holdings, Inc. Registration Statement on Form 10-12G Filed on July 7, 2009 File No. 000-53718 Dear Mr. Spirgel: CTM Me |
|
| August 10, 2009 |
Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement ¨ Definitive Additional Materials CTM |
|
| August 10, 2009 |
Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between IDT CORPORATION And CTM MEDIA HOLDINGS, INC. Dated as of [ ,] 2009 This SEPARATION AND DISTRIBUTION AGREEMENT (this ?Agreement?), dated as of [ ], 2009, by and between IDT Corporation, a Delaware corporation (?IDT?), and CTM Media Holdings, Inc., a Delaware corporation (?CTM?; and together with IDT, the ?Parties?, and each individual |
|
| August 10, 2009 |
Exhibit 3.2 BY-LAWS OF CTM MEDIA HOLDINGS, INC. (hereinafter called the “Corporation”) Effective as of May 8, 2009 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State |
|
| August 10, 2009 |
CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT EX-10.5 9 f1012ga1iex10vctm.htm FORM OF DEFERRED STOCK UNIT AGREEMENT Exhibit 10.5 CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN DEFERRED STOCK UNIT AWARD AGREEMENT [Name] [Address] [Address] This Deferred Stock Unit Award Agreement (this “Agreement”) confirms the award (the “Award”) of Deferred Stock Units to you effective as of [Date] (the “Effective Date”) under the CTM Media Ho |
|
| August 10, 2009 |
Exhibit 4.1 |
|
| August 10, 2009 |
CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Exhibit 10.6 CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN RESTRICTED STOCK AGREEMENT «FIRSTNAME» «LASTNAME» [Address] [Address] This Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTEDDATE» (the “Effective Date”) under the CTM Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan”), upon the terms and conditions described herein. 1. G |
|
| August 10, 2009 |
Exhibit 10.7 FORM OF AGREEMENT TO BE ENTERED INTO BETWEEN CTM MEDIA HOLDINGS, INC. AND HOLDERS OF RESTRICTED SHARES OF IDT CORPORATION’ STOCK «FIRSTNAME» «LASTNAME» [ADDRESS] This Agreement confirms the grant of Restricted Stock to you effective as of «RESTRICTEDDATE» (the “Effective Date”), upon the terms and conditions described herein. 1. Grant of Restricted Stock. As owner of [NUMBER] restrict |
|
| August 10, 2009 |
Exhibit 10.3 TAX SEPARATION AGREEMENT This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of [], 2009, by and between IDT Corporation, a Delaware corporation (“IDT”), and CTM Media Holdings, Inc., a Delaware corporation (“CTM”). WHEREAS, as of the date hereof, IDT is the common parent of an affiliated group of domestic corporations within the meaning of Section 1504(a) of the Code, and th |
|
| August 10, 2009 |
Exhibit 10.2 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT, dated as of [INSERT DATE], 2009 (this “Agreement”), is entered into by and between CTM Media Holdings, Inc., a Delaware corporation (“ CTM ”), and IDT Corporation, a Delaware corporation (“ IDT ”). For purposes of this Agreement, “ Party ” or “ Parties ” shall mean either CTM or IDT, individually or collectively. BACKGROUND WHE |
|
| July 15, 2009 |
CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 July 15, 2009 CTM MEDIA HOLDINGS, INC. 11 Largo Drive South Stamford, Connecticut 06907 July 15, 2009 VIA EDGAR AND FAX Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Mail Stop 3720 Washington, D.C. 20549 Attention: Larry Spirgel Assistant Director Re: CTM Media Holdings, Inc. Registration Statement on Form 10 Filed on May 13, 2009 File No. 001-34355 Dear Mr. Spirgel: On M |
|
| July 7, 2009 |
Exhibit 99.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement ? Definitive Additional Materials CTM |
|
| July 7, 2009 |
EX-10.1 4 f1012ga1ex10ictm.htm STOCK OPTION PLAN Exhibit 10.1 THIS IS A FORM STOCK OPTION AND INCENTIVE PLAN AND HAS NOT YET BEEN ADOPTED BY CTM MEDIA HOLDINGS, INC.’S BOARD OF DIRECTORS AND STOCKHOLDER CTM MEDIA HOLDINGS, INC. 2009 STOCK OPTION AND INCENTIVE PLAN 1. Purpose; Types of Awards; Construction. The purpose of the CTM Media Holdings, Inc. 2009 Stock Option and Incentive Plan (the “Plan” |
|
| July 7, 2009 |
Exhibit 10.3 THIS IS THE FORM OF TAX SEPARATION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN CTM MEDIA HOLDINGS, INC. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF TAX SEPARATION AGREEMENT This TAX SEPARATION AGREEMENT (this “Agreement”) is dated as of [], 2009, by and between IDT Corporation, a Delaware corporation (“IDT”), and CTM Media Holdings, Inc., a Delaware |
|
| July 7, 2009 |
EX-10.2 5 f1012ga1ex10iictm.htm SERVICES AGREEMENT Exhibit 10.2 THIS IS THE FORM OF MASTER SERVICES AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN CTM MEDIA HOLDINGS, INC. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT, dated as of [INSERT DATE], 2009 (this “Agreement”), is entered into by and between CTM Media |
|
| July 7, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ident |
|
| July 7, 2009 |
EX-2.1 2 f1012ga1ex2ictm.htm SEPARATION AND DISTRIBUTION AGREEMENT Exhibit 2.1 THIS IS THE FORM OF SEPARATION AND DISTRIBUTION AGREEMENT THAT IS INTENDED TO BE ENTERED INTO BETWEEN CTM MEDIA HOLDINGS, INC. AND IDT CORPORATION, EFFECTIVE AS OF THE CONSUMMATION OF THE SPIN-OFF SEPARATION AND DISTRIBUTION AGREEMENT by and between IDT CORPORATION And CTM MEDIA HOLDINGS, INC. Dated as of [ ,] 2009 This |
|
| July 7, 2009 |
Exhibit 3.1 Delaware The First State I, JEFFEREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF "CTM MEDIA HOLDINGS, INC.", FILED IN THIS OFFICE ON THE SIXTH DAY OF JULY, A,D. 2009, AT 5:36 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 4683230 810 |
|
| May 13, 2009 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 CTM MEDIA HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 26-4831346 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 11 L |
|
| May 13, 2009 |
Exhibit 3.2 BY-LAWS OF CTM MEDIA HOLDINGS, INC. (hereinafter called the “Corporation”) Effective as of May 8, 2009 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State |
|
| May 13, 2009 |
EX-99.1 5 f1012bex99ictm.htm PRELIMINARY 14C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement ¨ Def |
|
| May 13, 2009 |
CERTIFICATE OF INCORPORATION CTM MEDIA HOLDINGS, INC. Exhibit 3.1 CERTIFICATE OF INCORPORATION OF CTM MEDIA HOLDINGS, INC. FIRST: The name of the Corporation is CTM Media Holdings, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service C |
