8-K 1 v358327_8-k.htm CURRENT REPORT

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 Earliest Event reported) — October 28, 2013 (October 28, 2013)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

Canada (Jurisdiction of Incorporation) | 001-13718 (Commission File Number) | 98-0364441 (IRS Employer Identification No.)

745 Fifth Avenue, 19th Floor, New York, NY 10151
(Address of principal executive offices and zip code)

(646) 429-1800
(Registrant’s Telephone Number)

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))

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2013, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three months and nine months ended September 30, 2013. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company hosted an earnings call in which its financial results for the three and nine months ended September 30, 2013 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

The Company has posted the materials attached as Exhibit 99.2 on its web site (www.mdc-partners.com). The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Current Report on Form 8-K.

The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

Item 8.01 Other Events.

On October 28, 2013, the Company issued a press release announcing that its Board of Directors has declared a cash dividend of $0.24 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend will be payable on or about November 22, 2013, to shareholders of record at the close of business on November 7, 2013.

On October 28, 2013, the Company also announced that its Board of Directors has approved a three-for-two split of its outstanding Class A and Class B shares in the form of a stock dividend. The additional shares will be distributed to shareholders of record at the close of business on November 22, 2013. Trading is expected to begin at the split-adjusted price on November 20, 2013 on the Toronto Stock Exchange, and on November 29, 2013 on the NASDAQ.

The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

| 99.1 | Press release dated October 28, 2013, relating to the Company’s earnings for the three months ended September 30, 2013.

| 99.2 | Slideshow presentation dated October 28, 2013.

| 99.3 | Press release dated October 28, 2013, relating to the announcement of the Company’s dividend and 3-for-2 stock split.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: October 28, 2013 |  | MDC Partners Inc.
|  | By: |  | /s/ Mitchell Gendel Mitchell Gendel General Counsel & Corporate Secretary