Amended Current Report Filing (8-k/a)
October 21 2016 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
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 9, 2016
GANNETT
CO., INC.
(Exact name
of registrant as specified in charter)
Delaware
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1-36874
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47-2390983
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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7950 Jones
Branch Drive
McLean, Virginia, 22107-0910
(Address of
principal executive offices)
(703)
854-6000
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name
or former address, if changed since last report.
)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On August 9,
2016, Gannett Co., Inc. (the “
Company
”) filed with the Securities and Exchange Commission a Current Report
on Form 8-K (the “
Initial 8-K
”) to report, among other matters, the completion of the previously announced
acquisition of ReachLocal, Inc. (“
ReachLocal
”). As permitted by Item 9.01 of Form 8-K, the Initial 8-K
omitted certain financial information required by Item 9.01 of Form 8-K. This amendment is being filed to provide such information.
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Item 9.01
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Financial
Statements and Exhibits.
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(a)
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Financial statements
of businesses acquired.
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ReachLocal’s
audited consolidated financial statements as of and for the year ended December 31, 2015 included in ReachLocal’s Annual
Report on Form 10-K for the year ended December 31, 2015, and ReachLocal’s unaudited consolidated interim financial
statements as of and for the six months ended June 30, 2016 included in ReachLocal’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2016, in each case together with the notes related thereto, hereby are incorporated by reference
into this Item 9.01(a).
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(b)
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Pro forma financial information.
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The Company’s
unaudited pro forma condensed and consolidated balance sheets as of June 26, 2016, and its unaudited pro forma condensed, consolidated
and combined statements of income for the six months ended June 26, 2016 and the fiscal year ended December 27, 2015, and the
notes related thereto, are filed as Exhibit 99.1 to this amendment and hereby are incorporated by reference into this Item 9.01(b).
As further described therein, such pro forma financial statements give effect to the Company’s acquisitions of Journal Media
Group, Inc. (acquired on April 8, 2016), North Jersey Media Group, Inc. (acquired on July 6, 2016), and ReachLocal (acquired on
August 9, 2016).
Exhibit No.
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Description
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23.1
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Consent of
independent registered public accounting firm of ReachLocal, Inc.
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99.1
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Unaudited pro
forma condensed and consolidated balance sheets of the Company as of June 26, 2016, unaudited pro forma condensed,
consolidated and combined statements of income of the Company for the six months ended June 26, 2016 and for the fiscal
year ended December 27, 2015, and related notes thereto.
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SIGNATURE
Pursuant to requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Gannett Co., Inc.
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Date: October 21, 2016
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By:
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/s/ Barbara
W. Wall
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Barbara W. Wall
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Senior Vice President and Chief Legal Officer
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INDEX
TO EXHIBITS
Exhibit No.
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Description
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23.1
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Consent of
independent registered public accounting firm of ReachLocal, Inc.
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99.1
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Unaudited pro
forma condensed and consolidated balance sheets of the Company as of June 26, 2016, unaudited pro forma condensed,
consolidated and combined statements of income of the Company for the six months ended June 26, 2016 and for the fiscal
year ended December 27, 2015, and related notes thereto.
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