Current Report Filing (8-k)
June 13 2019 - 4:12PM
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)
June 13, 2019
Fox
Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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001-38776
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83-1825597
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION
FILE NO.)
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(IRS EMPLOYER
IDENTIFICATION NO.)
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1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212)
852-7000
(REGISTRANTS 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:
☐
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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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Securities registered pursuant to 12(b) of the Act:
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Title of Each Class
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Trading
Symbols
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Name of Each Exchange
on Which Registered
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Class A Common Stock, par value $0.01 per share
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FOXA
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The Nasdaq Global Select Market
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Class B Common Stock, par value $0.01 per share
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FOX
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The Nasdaq Global Select Market
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Rights to Purchase Series A Junior Participating Preferred Stock
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N/A
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The Nasdaq Global Select Market
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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 1.01.
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Entry into a Material Definitive Agreement
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On June 13, 2019, Fox Corporation (the
Company
) entered into the First Amendment to Rights Agreement (the
Amendment
) between the Company and Computershare Trust Company, N.A., as rights agent (the
Rights Agent
) that amends the Rights Agreement dated as of March 19, 2019 (the
Rights Agreement
)
between the Company and the Rights Agent. All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in the Rights Agreement.
The Amendment amends the definition of Acquiring Person such that a Grandfathered Stockholder may acquire additional shares of
Class A Common Stock representing, in the aggregate, 1.0% of the shares of Class A Common Stock then outstanding without becoming an Acquiring Person, and to make associated changes in connection therewith.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, attached hereto as
Exhibit 4.2 and incorporated herein by reference.
Item 3.03.
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Material Modification to Rights of Security Holders
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See the description set forth under Item 1.01Entry into a Material Definitive Agreement, which is incorporated by reference
into this Item 3.03.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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FOX CORPORATION
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By:
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/s/ Viet D. Dinh
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Name: Viet D. Dinh
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Title: Chief Legal and Policy Officer
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June 13, 2019
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