-----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, G/e10AK2B1AKZhILT+Y1SJobYBqf3WRec9UZaUQ8TyUGbUsRR7k6jbc+HbjRNCrU HJV3gtFbEv/fUn7QXS5gHQ== 0001193125-11-047387.txt : 20110225 0001193125-11-047387.hdr.sgml : 20110225 20110225160657 ACCESSION NUMBER: 0001193125-11-047387 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110218 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110225 DATE AS OF CHANGE: 20110225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMMUNICATIONS INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22439 FILM NUMBER: 11640983 BUSINESS ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 BUSINESS PHONE: 2064047000 MAIL ADDRESS: STREET 1: 100 FOURTH AVENUE NORTH STREET 2: SUITE 510 CITY: SEATTLE STATE: WA ZIP: 98109-4932 FORMER COMPANY: FORMER CONFORMED NAME: FISHER COMPANIES INC DATE OF NAME CHANGE: 19970226 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): February 18, 2011

 

 

FISHER COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Washington   000-22439   91-0222175

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

140 Fourth Avenue, N., Suite 500, Seattle, Washington   98109
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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:

 

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

 

x 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))

 

 

 


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.

(d) On February 18, 2011, the Board of Directors (the “Board”) of Fisher Communications, Inc. (the “Company”) elected Anthony Cassara as a Class 1 director to fill an existing vacancy on the Board. Mr. Cassara’s initial term will expire as of the Company’s 2011 annual meeting of shareholders.

Mr. Cassara is a principal and founding member of Clocktower Partners LLC, a media management firm. He previously was an executive vice president of Chartwell Partners LLC, an investment firm focused on media and communications; president of Paramount Pictures’ Television Stations Group; and general manager at KTLA Channel 5 in Los Angeles, California. Mr. Cassara currently serves on the boards of directors of Hero Broadcasting and Young Broadcasting. Mr. Cassara joined the Young Board after the Company’s Chapter 11 bankruptcy filing. It is currently expected that Mr. Cassara will be appointed to the Board’s Compensation Committee.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

As disclosed under Item 5.02, on February 18, 2011, the Board elected Anthony Cassara to the Board of Directors, effective immediately. The Company’s press release announcing the election of Anthony Cassara to 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

Important Additional Information

In connection with its 2011 Annual Meeting of Stockholders, the Company will file a proxy statement and other documents regarding the 2011 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 2011 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 2011 Annual Meeting can be obtained free of charge from the SEC’s 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 2011 Annual Meeting. INFORMATION REGARDING THE INTERESTS OF THE DIRECTORS AND EXECUTIVE OFFICERS IS SET FORTH IN THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2010 FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 2010 AND IN THE COMPANY’S PROXY STATEMENT RELATING TO ITS 2010 ANNUAL MEETING OF SHAREHOLDERS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2010.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

    99.1

   Press release issued by Fisher Communications, Inc., dated February 25, 2011 to announce the election of Anthony Cassara to the Company’s Board of Directors


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.

 

Dated: February 25, 2011     FISHER COMMUNICATIONS, INC.
    By  

/s/ Colleen B. Brown

     

Colleen B. Brown

     

President and Chief Executive Officer


Exhibit Index

 

Exhibit No.

  

Description

99.1

   Press release issued by Fisher Communications, Inc., dated February 25, 2011 to announce the election of Anthony Cassara to the Company’s Board of Directors.
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

FISHER COMMUNICATIONS ELECTS ANTHONY CASSARA TO BOARD OF DIRECTORS

SEATTLE, WA – February 25, 2011 – Fisher Communications, Inc. (NASDAQ: FSCI), a leader in local media innovation, today announced the election of Anthony Cassara to the Company’s Board of Directors. Mr. Cassara will fill the vacant board seat formerly occupied by Deborah L. Bevier, who resigned from the board in December 2010.

“Tony is a well-known industry veteran with more than thirty years of broadcast experience, and we are pleased to be able to bring his unique insights and proven track record to our board room,” said Michael Wortsman, Chairman of the Board of Directors of Fisher Communications. “Tony has a well-documented history of growing broadcasting businesses and creating shareholder value and he will be a great asset to Fisher.”

Mr. Cassara served as President of Paramount Pictures’ Television Stations Group from 1993 to 2000, where he led a turnaround of the Group that led to record profits. He also developed and executed a strategy that expanded Paramount’s television group from six stations to 20 stations. Mr. Cassara began his broadcasting career at KTLA, where he became the youngest General Manager in the station’s history in 1977.

From 2000 to 2007, Mr. Cassara served as Executive Vice President of Chartwell Partners LLC, where he worked closely with Univision Chairman and Chartwell owner Jerry Perenchio on the expansion of Univision’s business. Mr. Cassara worked hand-in-hand with Mr. Perenchio to acquire U.S. television stations and launch Univision’s second television network, Telefutura. Mr. Cassara served on Univision’s Board of Directors from 2005 until the company was taken private in 2007.

Mr. Cassara currently serves on the Boards of Hero Broadcasting, which operates KBEH in Los Angeles, and Young Broadcasting. He joined the Young Broadcasting Board as an expert director after the company’s Chapter 11 bankruptcy filing.

Important Additional Information

In connection with its 2011 Annual Meeting of Shareholders, the Company will file a proxy statement and other documents regarding the 2011 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 2011 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 2011 Annual Meeting can be obtained free of charge from the SEC’s 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 2011 Annual Meeting. INFORMATION REGARDING THE INTERESTS OF THE DIRECTORS AND EXECUTIVE OFFICERS IS SET FORTH IN THE COMPANY’S ANNUAL REPORT ON FORM 10-K FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2009 FILED BY THE COMPANY WITH THE SECURITIES


AND EXCHANGE COMMISSION ON MARCH 12, 2010 AND IN THE COMPANY’S PROXY STATEMENT RELATING TO ITS 2010 ANNUAL MEETING OF SHAREHOLDERS FILED BY THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 7, 2010.

About Fisher Communications, Inc.

Fisher Communications (FSCI) is an innovative local media company with television, radio, internet and mobile operations throughout the western United States. Fisher operates 20 television stations, which include network affiliations with ABC, CBS, FOX, Univision and CW that reach 3.5% of U.S. television households, and 10 radio stations targeting a full range of audience demographics. Fisher Interactive produces more than 125 local and hyper-local websites and delivers comprehensive multiplatform advertising solutions to local businesses. The Company is headquartered in Seattle, WA. More information about Fisher Communications, Inc. is available at www.fsci.com.

Contact:

Sard Verbinnen & Co

Paul Kranhold/Ron Low/David Isaacs

(415) 618-8750

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