SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

 

REMARK MEDIA, INC.

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

40431N 10 4

(CUSIP Number)

Bruce Campbell, Esq.

Discovery Communications, Inc.

One Discovery Place

Silver Spring, MD 20910

(240) 662-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 18, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP NO. 40431N 10 4  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

HowStuffWorks, LLC

56-2161028

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds

 

OO - See Item 3 of Statement

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

     7   

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

740,200*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

740,200*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

740,200*

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

6.6%**

14.  

Type of Reporting Person

 

OO

 

* Includes a warrant to purchase 1,250 shares of Remark Media, Inc. Common Stock, as described in Item 6 below.
** Percentages calculated based on the 11,288,759 outstanding shares of Remark Media, Inc. Common Stock reflected on the Issuer’s Form 10-K filed on March 31, 2014.


CUSIP NO. 40431N 10 4  

 

  1.   

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

 

Discovery Communications, Inc.

35-2333914

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ¨        (b)  x

 

  3.  

SEC Use Only

 

  4.  

Source of Funds

 

OO - See Item 3 of Statement

  5.  

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

 

  6.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

 

     7   

Sole Voting Power

 

0

     8.   

Shared Voting Power

 

740,200*

     9.   

Sole Dispositive Power

 

0

   10.   

Shared Dispositive Power

 

740,200*

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

740,200*

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  ¨

 

13.  

Percent of Class Represented by Amount in Row (11)

 

6.6%**

14.  

Type of Reporting Person

 

CO

 

* Includes a warrant to purchase 1,250 shares of Remark Media, Inc. Common Stock, as described in Item 6 below.
** Percentages calculated based on the 11,288,759 outstanding shares of Remark Media, Inc. Common Stock reflected on the Issuer’s Form 10-K filed on March 31, 2014.


AMENDMENT NO. 5 TO SCHEDULE 13D

This Amendment to Schedule 13D is being filed jointly by HowStuffWorks, LLC (“HSW”) and Discovery Communications, Inc. (“DCI”). HSW became an indirect wholly-owned subsidiary of DCI on September 17, 2008 in connection with Discovery Holding Company and Advance/Newhouse Programming Partnership combining their respective ownership interests in Discovery Communications Holding, LLC. As a result, DCI may be deemed to beneficially own indirectly the shares of the common stock, $0.001 par value (the “Common Stock”), of Remark Media, Inc., a Delaware corporation (“Remark Media”), beneficially owned by HSW.

The Schedule 13D (the “Schedule”) filed by HSW on October 12, 2007, as amended and supplemented by Amendment No. 1 filed on November 15, 2007, by Amendment No. 2 filed on December 28, 2007, by Amendment No. 3 filed on January 10, 2008, by Amendment No. 4 filed on December 27, 2012 is hereby amended and supplemented by HSW and DCI as set forth below in this Amendment No. 5.

 

Item 2 Identity and Background

The disclosure in Item 2 is hereby amended and restated to read in its entirety as follows:

(a)-(c); (f) This Statement is filed by HSW and DCI. DCI is a Delaware corporation whose principal address is One Discovery Place, Silver Spring, MD 20910. DCI is a global media company that provides content across distribution platforms, including through digital distribution arrangements. HSW is a Delaware corporation whose principal address is One Capital City Plaza, 3350 Peachtree Road, Suite 1500, Atlanta, GA 30326. HSW is an online publishing company that provides objective, credible, and useful information for people to learn about the world around them.

The name; business address; present principal occupation or employment; name, principal business and address of any corporation or other organization in which such employment is conducted; and citizenship of each executive officer and director of DCI and HSW is set forth in Annex I attached hereto.

(d)-(e) During the past five years, neither DCI nor HSW nor, to the best knowledge of DCI or HSW, any of its executive officers or directors, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4 Purpose of Transaction

The disclosure in Item 4 is hereby further amended by adding the following to the end of the penultimate paragraph thereof:

On April 18, 2014, Discovery Communications, LLC (“DCL”), an affiliate of DCI, and HSW agreed to sell certain assets of HSW and DCL regarding the Howstuffworks website to InfoSpace LLC (“Buyer”), a wholly-owned subsidiary of Blucora, Inc. (the “Asset Sale”). In connection with the Asset Sale, HSW intends to sell 738,950 shares of Remark Media Common Stock owned by HSW that is reported on this Schedule (the “Transferred Securities”) to InfoSpace at a volume weighted average price of Remark Media’s common stock, for a trading period that would end prior to the sale of the Transferred Securities, although the parties have not executed a definitive agreement for such sale and do not expect to execute such a definitive agreement until shortly prior to the consummation of the Asset Sale. If a definitive agreement for the sale of the Transferred Securities is executed, then the parties expect to consummate such sale simultaneously with the consummation of the Asset Sale.


Item 5 Interest in Securities of the Issuer

The disclosure in Item 5(a) and (b) is hereby amended and restated to read in its entirety as follows:

(a) and (b) As of April 18, 2014, HSW beneficially owned 740,200 shares of Remark Media Common Stock. HSW has shared voting and dispositive power over 740,200 shares of Common Stock, all of which are held directly. Of the 740,200 shares of Common Stock beneficially owned by HSW, 1,250 shares are issuable upon HSW’s exercise of the Warrant.

DCI may be deemed to have indirect beneficial ownership over 740,200 shares of Common Stock, all of which shares are held directly by HSW. As a result, DCI may be deemed to have shared power to vote or direct the vote of and to dispose of or direct the disposition of 740,200 shares of Common Stock. Of the 740,200 shares of Common Stock beneficially owned indirectly by DCI, 1,250 shares are issuable upon HSW’s exercise of the Warrant.

The 1,250 shares of Remark Media Common Stock underlying warrants reflect the number of shares issuable to HSW after the expiration of certain warrants in accordance with the terms of the Warrant.

 

Item 7 Material to be Filed as an Exhibit.

The disclosure in Item 7 is hereby supplemented by adding the following in appropriate numerical order:

Exhibit 7.9: Joint Filing Agreement


Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Date: April 18, 2014

 

HowStuffWorks, LLC

 /s/ JB Perrette

Name: JB Perrette

Title: Chief Digital Officer

Discovery Communications, Inc.

 /s/ JB Perrette

Name: JB Perrette

Title: President, Discovery Networks International


Annex I

The following tables set forth the name, business address and present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of HowStuffWorks, LLC.

 

Name and Business Address

  

Principal Occupation or Employment

  

Present Role at HowStuffWorks, LLC

  

Citizenship

David M. Zaslav

One Discovery Place Silver Spring, Maryland 20910

   President and Chief Executive Officer, Discovery Communications, Inc.    Director and President and Chief Executive Officer, HowStuffWorks, LLC    U.S. Citizen

Bruce L. Campbell

One Discovery Place Silver Spring, Maryland 20910

   Senior Executive Vice President, Chief Development Officer and General Counsel, Discovery Communications, Inc.    Director and Senior Executive Vice President, Chief Development Officer and General Counsel, HowStuffWorks, LLC    U.S. Citizen
Mark G. Hollinger One Discovery Place Silver Spring, Maryland 20910    Discovery Networks International, Strategic Advisor    Director, HowStuffWorks, LLC    U.S. Citizen
Andrew C. Warren One Discovery Place Silver Spring, Maryland 20910    Senior Executive Vice President and Chief Financial Officer, Discovery Communications, Inc.    Chief Financial Officer, HowStuffWorks, LLC    U.S. Citizen

Stephanie Marks

One Discovery Place Silver Spring, Maryland 20910

   Senior Vice President & Secretary, Discovery Communications, Inc.    Senior Vice President & Secretary, HowStuffWorks, LLC    U.S. Citizen

Eugenia Collis

One Discovery Place Silver Spring, Maryland 20910

   Senior Vice President & Treasurer, Discovery Communications, Inc.    Senior Vice President & Treasurer, HowStuffWorks, LLC    U.S. Citizen

Todd Davis

One Discovery Place Silver Spring, Maryland 20910

   Executive Vice President Corporate Finance and Senior Tax Counsel, Discovery Communications, Inc.    Executive Vice President Corporate Finance and Senior Tax Counsel, HowStuffWorks, LLC    U.S. Citizen

JB Perrette

One Discovery Place Silver Spring, Maryland 20910

   President, Discovery Networks International   

Chief Digital Officer

HowStuffWorks, LLC

   U.S. Citizen


The following tables set forth the name, business address and present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Discovery Communications, Inc.

 

Name and Business Address

  

Principal Occupation or Employment

  

Present Role at Discovery Communications, Inc.

  

Citizenship

David M. Zaslav

One Discovery Place Silver Spring, Maryland 20910

   President and Chief Executive Officer, Discovery Communications, Inc.    President and Chief Executive Officer, Discovery Communications, Inc.    U.S. Citizen
Andrew C. Warren One Discovery Place Silver Spring, Maryland 20910    Senior Executive Vice President and Chief Financial Officer, Discovery Communications, Inc.    Senior Executive Vice President and Chief Financial Officer, Discovery Communications, Inc.    U.S. Citizen

Bruce L. Campbell

One Discovery Place Silver Spring, Maryland 20910

   Senior Executive Vice President, Chief Development Officer and General Counsel, Discovery Communications, Inc.    Senior Executive Vice President, Chief Development Officer and General Counsel, Discovery Communications, Inc.    U.S. Citizen
John S. Hendricks One Discovery Place Silver Spring, Maryland 20910    Founder and Chairman of the Board, Discovery Communications, Inc.    Founder and Chairman of the Board, Discovery Communications, Inc.    U.S. Citizen
S. Decker Anstrom One Discovery Place Silver Spring, Maryland 20910    Retired    Director, Discovery Communications, Inc.    U.S. Citizen
Robert R. Bennett One Discovery Place Silver Spring, Maryland 20910    Managing Director, Hilltop Investments    Director, Discovery Communications, Inc.    U.S. Citizen

Paul Gould

One Discovery Place Silver Spring, Maryland 20910

   Managing Director, Allen & Company, LLC    Director, Discovery Communications, Inc.    U.S. Citizen
Robert J. Miron One Discovery Place Silver Spring, Maryland 20910    Retired    Director, Discovery Communications, Inc.    U.S. Citizen
M. LaVoy Robison One Discovery Place Silver Spring, Maryland 20910    Director, The Anschutz Foundation    Director, Discovery Communications, Inc.    U.S. Citizen
J. David Wargo One Discovery Place Silver Spring, Maryland 20910    President, Wargo & Company, Inc.    Director, Discovery Communications, Inc.    U.S. Citizen
Robert R. Beck One Discovery Place Silver Spring, Maryland 20910    Independent Financial Consultant    Director, Discovery Communications, Inc.    U.S. Citizen
Steven A. Miron One Discovery Place Silver Spring, Maryland 20910    CEO, Bright House Networks and Advance/Newhouse Communications    Director, Discovery Communications, Inc.    U.S. Citizen
John C. Malone One Discovery Place Silver Spring, Maryland 20910    Chairman, Liberty Media Corporation and Liberty Global plc    Director, Discovery Communications, Inc.    U.S. Citizen
EX-7.9

Exhibit 7.9

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D (the “Statement”) to which this exhibit is attached is filed on behalf of each of them. The undersigned also agree that any amendments to the Statement may be filed on behalf of each of them.

Date: April 18, 2014

 

HowStuffWorks, LLC

 /s/ JB Perrette

Name: JB Perrette

Title: Chief Digital Officer

Discovery Communications, Inc.

 /s/ JB Perrette

Name: JB Perrette

Title: President, Discovery Networks International