Current Report Filing (8-k)
April 03 2018 - 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): April 2, 2018
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32663
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86-0812139
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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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20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of principal executive offices)
Registrants telephone number, including area code:
(210) 832-3700
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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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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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 3, 2018, Clear Channel Outdoor Holdings, Inc. (the Company) received a written notice from the New York Stock
Exchange (the NYSE) stating that the Company is not in compliance with the NYSEs continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual as a result of
its failure to timely file its Annual Report on Form
10-K
for the fiscal year ended December 31, 2017 (the Form
10-K)
by April 2, 2018.
As previously reported by the Company in its Form
12b-25
filed with the Securities and Exchange
Commission (the SEC) on March 19, 2018 (the Form
12b-25),
the Companys delay in filing the Form
10-K
is due to the ongoing special
investigation regarding the misappropriation of funds by employees of Clear Media Limited, an indirect,
non-wholly-owned
subsidiary of the Company whose ordinary shares are listed but currently suspended from
trading on the Hong Kong Stock Exchange, and other matters discovered during the course of the special investigation. In light of the ongoing procedures being undertaken in connection with the special investigation, the Company was unable to file
the Form
10-K
by April 2, 2018.
In accordance with NYSE procedures, the Company issued a
press release disclosing the delay in filing the Form
10-K,
a copy of which is attached to this Form
8-K
as Exhibit 99.1 and incorporated herein by reference.
The NYSE informed the Company that, under the NYSEs rules, the Company will have six months from April 3, 2018 to file the Form
10-K
with the SEC. The Company can regain compliance with the NYSE continued listing requirements at any time before that date by filing the Form
10-K
with the SEC. If the
Company fails to file the Form
10-K
before the NYSEs compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance,
depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
On April 3, 2018, trading in the shares of Clear Media Limited on
the Hong Kong Stock Exchange was suspended due to various matters related to the ongoing special investigation described above.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are being filed herewith:
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SIGNATURES
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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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
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Date: April 3, 2018
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By:
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/s/ Lauren E. Dean
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Lauren E. Dean
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Senior Vice President, Associate General Counsel and Assistant Secretary
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2
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