SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of earliest event reported: ~~May~~July 1723, 2019

Actua Corporation

(Exact name of registrant as specified in charter)

Delaware

001-16249

23-2996071

(State of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

555 East Lancaster Avenue, Suite 640, Radnor, PA 19087

(Address of Principal Executive Offices) (Zip Code)

(610) 727-6900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

~~Acquisition of Minority-Held Company; Updated~~ Liquidating Distribution ~~Range~~

On ~~May~~ July 1723, 2019, ~~JPMorgan~~2018, ~~Chase &~~the ~~Co.~~Board ~~announced~~approved ~~its~~a ~~plan~~liquidating distribution of $1.36 per share to ~~acquire~~the ~~InstaMed~~Company’s ~~Holdings,~~stockholders ~~Inc.~~of record as of the close of business on July 29, a2019 ~~company~~(the “Record Date”) in ~~which~~accordance ~~Actua~~with ~~Corporation~~the Company’s previously announced Plan of Dissolution (the “~~Actua~~Plan of Liquidation”) ~~holds~~(such adistribution, ~~minority~~the ~~stake~~“Liquidating Distribution”). As previously announced, in accordance with the Plan of Liquidation, the Company’s stock transfer books were closed at the close of business on April 19, 2018 (the “~~InstaMed~~Effective ~~Sale~~Time”)., ~~Closing~~and no transfers of the ~~InstaMed~~Company’s ~~Sale~~common isstock ~~subject~~were recorded after the Effective Time except for transfers by will, intestate succession or operation of law and transfers initiated prior to ~~certain~~the ~~closing~~Effective ~~conditions~~Time that settled after the Effective Time. Payment of the Liquidating Distribution will be made on August 2, 2019.

~~To date,~~The ~~pursuant~~Company intends to amake ~~Plan~~additional ~~of Liquidation, Actua has distributed an aggregate of $15.47 in~~ liquidating distributions to its stockholders. ~~Actua intends to make additional liquidating distributions~~ from time to time. ~~Based~~if onand ~~the~~when ~~information~~it ~~currently available~~monetizes toits itremaining assets, ~~including~~however, anthe ~~estimate~~Company ofcannot ~~proceeds~~predict ~~expected~~with tocertainty bethe ~~received~~amount inand ~~connection~~timing ~~with the sale~~ of ~~certain~~any ~~assets~~additional ~~(including~~liquidating ~~proceeds~~distributions. ~~from~~Based on the ~~InstaMed~~information ~~Sale)~~currently ~~and~~available ~~current~~to ~~information~~it, ~~regarding~~the ~~outstanding~~Company ~~liabilities,~~has ~~Actua~~revised ~~now~~its ~~believes~~previously ~~that the~~ estimated aggregate ~~future~~additional distribution ~~liquidating distributions will be in the~~ range offrom between $1.64 and $1.97 per share. ~~Actua~~to ~~anticipates~~between ~~that~~$0.28 itand ~~will~~$0.61 ~~make~~per ~~the~~share, ~~next~~taking ~~liquidating~~into ~~distribution~~account ~~promptly following~~ the ~~receipt~~$1.36 ofper ~~proceeds~~share ~~from~~Liquidating ~~the InstaMed Sale, however, Actua cannot predict with certainty timing or amount of such distribution~~Distribution.

On July 25, 2019, the Company issued a press release announcing the approval of the Liquidating Distribution. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Legal Notice Regarding Forward-Looking Statements

The statements contained in this Form 8-K that are not historical facts are “forward looking statements” (as such term is defined in the Private Securities Litigation Reform Act of 1995), which can be identified by the use of forward-looking terminology such as: “estimates,” “projects,” “anticipates,” “expects,” “intends,” “believes,” “plans,” “forecasts” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties, including statements reported in this Form 8-K regarding the timing and amount of the Liquidating Distribution and future liquidating distributions, if any. The Company’s actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the Company’s failure to effectuate ~~liquidating~~the ~~distributions~~Liquidating Distribution in a timely manner or at all, the Company’s ability to monetize or otherwise dispose of its remaining non-cash assets in a timely manner or at all, the Company’s ability to settle or otherwise resolve its liabilities and obligations, including contingent liabilities, with its creditors, and costs associated with implementing and the time required to implement the ~~Company’s~~ Plan of Liquidation. The Company assumes no obligation to update any forward-looking statement contained in this Form 8-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits



Exhibit 99.1		Press Release of Actua Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ACTUA CORPORATION
Date: May 17, 2019	By:	/s/ Suzanne L. Niemeyer
Date: July 25, 2019	By:	/s/ Suzanne L. Niemeyer
	Name:	Suzanne L. Niemeyer
	Title:	Managing Director, General Counsel and Secretary

Filing Compare · Actua Corp