- Current report filing (8-K)
March 20 2012 - 5:16PM
Edgar (US Regulatory)
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, 2012
FISHER COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Washington
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000-22439
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91-0222175
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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140 Fourth Avenue, N., Suite 500, Seattle, Washington
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98109
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (206) 404-7000
(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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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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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Section 5 Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(b) On March 19, 2012, David A. Lorber resigned from the Board of Directors (the
Board
) of Fisher Communications, Inc. (the
Company
) effective immediately. Mr. Lorber has indicated that his resignation is for personal reasons and is not the result of a disagreement with
the Company on any matter relating to the Companys operations, policies or practices.
Section 7
Regulation FD
Item 7.01 Regulation FD Disclosure
The Companys press release announcing the Companys director nominees for election at the 2012 Annual Meeting and
Mr. Lorbers resignation from the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Section
8 Other Events
Item 8.01 Other Events
On March 14, 2012, the Company entered into an agreement with FrontFour Capital Group, LLC and its affiliates (the
Agreement
), pursuant to which the Company agreed to nominate
Frank P. Willey and Matthew Goldfarb for election to the Board at the Companys 2012 Annual Meeting of Shareholders. The above description of the terms of the Agreement is a summary and does not purport to be a complete description of all of
its terms, and it is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
Important Additional Information
In connection with its 2012 Annual Meeting of
Shareholders, the Company will file a proxy statement and other documents regarding the 2012 Annual Meeting with the Securities and Exchange Commission and will mail the definitive proxy statement and a proxy card to each shareholder of record
entitled to vote at the 2012 Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. When they are available, the proxy statement
and other documents relating to the 2012 Annual Meeting can be obtained free of charge from the SECs website at
http://www.sec.gov
. These documents can also be obtained free of charge from the Company at its website,
www.fsci.com
, under: Investor Information SEC Filings.
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in connection with the 2012 Annual Meeting. INFORMATION REGARDING THE INTERESTS OF THE DIRECTORS AND EXECUTIVE OFFICERS IS SET FORTH IN THE COMPANYS ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR
ENDED DECEMBER 31, 2011 FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 9, 2012 AND IN THE COMPANYS DEFINITIVE PROXY STATEMENT RELATING TO ITS 2012 ANNUAL MEETING OF SHAREHOLDERS EXPECTED TO BE FILED BY
THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION IN APRIL 2012.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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99.1
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Press release issued by Fisher Communications, Inc., dated March 20, 2012 to announce the Companys director nominees for election at the 2012 Annual Meeting and David A.
Lorbers resignation from the Board.
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99.2
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Agreement between the Company and FrontFour Capital Group, LLC (and affiliates), dated March 14, 2012.
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SIGNATURE
Pursuant to the 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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Dated: March 20, 2012
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FISHER COMMUNICATIONS, INC.
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By
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/s/ Colleen B. Brown
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Colleen B. Brown
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President and Chief Executive Officer
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Exhibit Index
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Exhibit
No.
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Description
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99.1
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Press release issued by Fisher Communications, Inc., dated March 20, 2012 to announce the Companys director nominees for election at the 2012 Annual Meeting and David A.
Lorbers resignation from the Board.
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99.2
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Agreement between the Company and FrontFour Capital Group, LLC (and affiliates), dated March 14, 2012.
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