-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LrJmfz+cbZa5jx4USNWI+S+HxjHZXhVqgDYJ3W3+laSXYNpJqeGSv7VOXIOCY8Gh TMey0ypiirvGAl4CM9W4KQ== 0000898822-09-000135.txt : 20090313 0000898822-09-000135.hdr.sgml : 20090313 20090313171806 ACCESSION NUMBER: 0000898822-09-000135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090310 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20090313 DATE AS OF CHANGE: 20090313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TICKETMASTER ENTERTAINMENT, INC. CENTRAL INDEX KEY: 0001006637 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 954546874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34064 FILM NUMBER: 09681192 BUSINESS ADDRESS: STREET 1: 8800 WEST SUNSET BLVD. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 BUSINESS PHONE: 310-360-3300 MAIL ADDRESS: STREET 1: 8800 WEST SUNSET BLVD. CITY: WEST HOLLYWOOD STATE: CA ZIP: 90069 FORMER COMPANY: FORMER CONFORMED NAME: TICKETMASTER DATE OF NAME CHANGE: 20010209 FORMER COMPANY: FORMER CONFORMED NAME: TICKETMASTER ONLINE CITYSEARCH INC DATE OF NAME CHANGE: 19980923 FORMER COMPANY: FORMER CONFORMED NAME: CITYSEARCH INC DATE OF NAME CHANGE: 19980617 8-K 1 march138k.htm 8-K march138k.htm - Generated by SEC Publisher for SEC Filing

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 10, 2009

     Ticketmaster Entertainment, Inc.
(Exact name of registrant as specified in charter)

 Delaware    001-34064       95-4546874 
(State or other jurisdiction    (Commission        (IRS Employer 
of incorporation)    File Number)        Identification No.) 
 
                               8800 W. Sunset Blvd., West Hollywood, CA                  90069 
                                   (Address of principal executive offices)    (Zip Code) 
 
                           Registrant's telephone number, including area code:    (310) 360-3300 

_________________________________________________
(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; 
               Transfer of Listing 

     On March 12, 2009, Ticketmaster Entertainment, Inc. (“Ticketmaster”) notified The Nasdaq Stock Market (“Nasdaq”) of the resignation of Mr. Julius Genachowski from the Ticketmaster board of directors as well as the audit committee of the Ticketmaster board of directors.

     Ticketmaster will fill the director vacancy with a director who the Ticketmaster board of directors determines to be independent under Rule 4200 of Nasdaq’s Marketplace Rules as expeditiously as possible. In the meantime, Ticketmaster will rely on the cure period set forth in Rule 4350(c)(1) of Nasdaq’s Marketplace Rules, which gives Ticketmaster until the earlier of its next annual stockholders meeting or one year from Mr. Genachowski’s resignation from the Ticketmaster board of directors to satisfy Nasdaq’s independent director requirements.

     In addition, Ticketmaster will fill the vacancy on the audit committee with a director who the Ticketmaster board of directors determines to be independent under Rule 4200 of Nasdaq’s Marketplace Rules and otherwise meets the requirements of Rule 4350(d)(2) of Nasdaq’s Marketplace Rules as expeditiously as possible. In the meantime, Ticketmaster will rely on the cure period set forth in Rule 4350(d)(4)(B) of Nasdaq’s Marketplace Rules, which gives Ticketmaster until the earlier of its next annual meeting of stockholders or one year from the occurrence of Mr. Genachowski’s resignation from the Ticketmaster audit committee to satisfy Nasdaq’s audit committee composition requirements.

ITEM 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION 
    OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; 
    COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. 

     On March 10, 2009, Ticketmaster received notice from Mr. Genachowski that he was resigning from the Ticketmaster board of directors and all committees of the board of directors on which he served, effective on the date of such notice. Mr. Genachowski was also a member of the audit, nominating and executive committees of the Ticketmaster board of directors.


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.

                                                                         TICKETMASTER ENTERTAINMENT, INC.

  By:  /s/ Chris Riley                           
  Name: Chris Riley 
  Title:    Senior Vice President & 
             Acting General Counsel

Date: March 13, 2009


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