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): | October 2, 2012 |
FISHER COMMUNICATIONS, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
| Washington | 000-22439 | 91-0222175 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 140 Fourth Avenue N., Suite 500, Seattle, Washington | 98109 | |
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_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 206-404-7000 |
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:
[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As previously reported on a Current Report on Form 8-K filed by Fisher Communications, Inc. (the "Company") on August 27, 2012, the Company's Board of Directors (the "Board") has (1) declared an extraordinary cash dividend of $10.00 per share payable on October 19, 2012 to shareholders of record on September 28, 2012 (the "ECD") and (2) adopted a dividend policy under which it intends to pay a quarterly cash dividend beginning in the fourth quarter of 2012, with the initial quarterly dividend rate expected to be $0.15 per share. In connection with these dividend events, the Board and the Compensation Committee (the "Committee") of the Board have taken the following actions:
• On October 2, 2012, the Board approved an amendment and restatement of the Amended and Restated Fisher Communications Incentive Plan of 2001 (the "2001 Plan") to permit the adjustment of outstanding stock options in the event of a distribution of assets to shareholders other than a normal cash dividend (the "2001 Plan Amendment").
• On October 3, 2012, the Committee approved an amendment and restatement of the Company's Amended and Restated 2008 Equity Incentive Plan (the "2008 Plan") to permit: (1) the adjustment of outstanding awards in the event of a distribution of assets to shareholders other than a normal cash dividend and (2) the amendment of outstanding awards so that such awards are credited with dividends or dividend equivalents (together with the 2001 Plan Amendment, the "Plan Amendments").
• Also on October 3, 2012, the Committee approved: (1) the adjustment, effective on October 22, 2012, of outstanding stock options, restricted stock units ("RSUs") and performance awards to preserve the intrinsic value of such awards as a result of the ECD, by reducing the exercise price and/or increasing the number of shares subject to the awards, as applicable (the "Award Adjustments"), and (2) the amendment of outstanding RSUs and performance awards and the forms of award agreements for future grants of RSUs and performance awards (the "Award Amendments") to provide that, if the Company pays an ordinary cash dividend on its common stock, such awards will be credited with an amount equal to the per share cash dividend paid by the Company multiplied by the total number of shares subject to the award immediately before the record date for such dividend, with any such dividend equivalents to be subject to the same vesting, payment and other terms and conditions as the awards to which they relate and such dividends to be paid in cash or shares of the Company's common stock, as determined by the Committee in is sole discretion.
Because the 2001 Plan and 2008 Plan did not address extraordinary cash dividends like the ECD, the Board and Committee approved the Plan Amendments, and the Award Adjustments to preserve the intrinsic value of the Company’s outstanding long-term incentive awards as the Company’s share price likely declines due to the ECD. After a company makes an extraordinary cash dividend, the company’s stock price typically declines by the approximate amount of the dividend. Thus, the Board and Committee determined that the Plan Amendments and the Award Adjustments and Award Amendments were appropriate to maintain the current intrinsic and incentive value of the Company’s long-term incentive awards, while also treating award holders consistently with shareholders with respect to future ordinary dividends.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
10.1 Amendment and restatement of Sections 4.1 and 18 of the Amended and Restated Fisher Communications Incentive Plan of 2001.
10.2 Amendment and restatement of Sections 4.1, 4.2(d), 6.4, 15.1, and 16.3 of the Fisher Communications Amended and Restated 2008 Equity Incentive Plan.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements include information preceded by, followed by, or that includes the words “guidance,” “believes,” “expects,” “intends,” “anticipates,” “could,” or similar expressions. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The forward-looking statements contained in this report, including, among other things, statements related to the likely effect the ECD will have on the Company’s reported stock price, and the Company’s future declaration of regular dividends, involve risks and uncertainties and are subject to change based on various important factors, including the impact of changes in national and regional economies, pricing fluctuations in local and national advertising, future regulatory actions and conditions in the television stations’ operating areas, competition from others in the broadcast television markets served by the Company, volatility in programming costs, the effects of governmental regulation of broadcasting, industry consolidation, technological developments and major world news events. Unless required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this news release might not occur. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. For more details on factors that could affect these expectations, please see the risk factors in our Annual Report on Form 10-K for the year ended December 31, 2011, which we have filed with the Securities and Exchange Commission.
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.
| FISHER COMMUNICATIONS, INC. | ||||
| October 5, 2012 | By: |
/s/ Colleen B. Brown
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| Name: Colleen B. Brown | ||||
| Title: President and Chief Executive Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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10.1
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Amendment and restatement of Sections 4.1 and 18 of the Amended and Restated Fisher Communications Incentive Plan of 2001. | |
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10.2
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Amendment and restatement of Sections 4.1, 4.2(d), 6.4, 15.1, and 16.3 of the Fisher Communications Amended and Restated 2008 Equity Incentive Plan. |
Exhibit 10.1
Amendment and restatement of Sections 4.1 and 18 of the Amended and Restated Fisher Communications Incentive Plan of 2001:
4.1 SHARES SUBJECT TO PLAN
(a) Subject to the provisions of Section 18(a) (relating to adjustment due to changes in capital structure), the number of shares of stock which may be issued pursuant to Awards granted under the Plan shall not exceed Six Hundred Thousand (600,000) shares of Common Stock.
18. CHANGES IN CAPITAL STRUCTURE
(a) Except as provided in subparagraph (d), in the event that the outstanding shares of stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, dividend payable in shares, rights offering, change in the corporate structure of the Company, or otherwise, appropriate adjustment shall be made in the number and kind of shares for which Awards may be granted under the Plan. In addition, an appropriate adjustment shall be made in the number and kind and/or price of shares subject to outstanding Awards to the end that the proportionate interest of the existing holder of an Award shall be maintained as before the occurrence of such event.
(b) The Company’s Board of Directors or the Committee may also make adjustments as described in subsection 18(a) to outstanding Options in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 18(b), the Company’s Board of Directors or the Committee, as applicable, may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax and accounting consequences of an adjustment and (iii) the possibility that some awardees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Options, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Options shall be effected in a manner that precludes the enlargement of rights and benefits under such Options.
(c) Adjustments to outstanding Awards, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Company’s Board of Directors or the Committee as to the terms of any such adjustments shall be conclusive and binding.
(d) In the event of dissolution or liquidation of the Company or a reorganization, merger or consolidation with one or more corporations, in lieu of providing for Awards as provided for above in this Section 18, the Board of Directors of the Company may, in its sole discretion, provide a thirty (30) day period immediately prior to such event during which optionees shall have the right to exercise Options in whole or in part without any limitations on exercisability.
Exhibit 10.2
Amendment and restatement of Sections 4.1, 4.2(d), 6.4, 15.1, and 16.3 of the Fisher Communications Amended and Restated 2008 Equity Incentive Plan:
4.1 Authorized Number of Shares
Subject to adjustment from time to time as provided in Section 15.1(a), a maximum of 600,000 shares of Common Stock shall be available for issuance under the Plan. Shares issued under the Plan shall be drawn from authorized and unissued shares.
4.2 Share Usage
(d) Notwithstanding the other provisions in this Section 4.2, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 15.1(a).
6.4 Dividends and Distributions
Participants may, if and to the extent the Committee so determines, be credited with dividends paid with respect to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the forgoing, the crediting of any dividends or dividend equivalents with respect to shares of Common Stock underlying an Award must comply with or qualify for an exemption under Section 409A of the Code. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on Restricted Stock must (i) be paid at the same time they are paid to other shareholders and (ii) comply with or qualify for an exemption under Section 409A of the Code.
15.1 Adjustment of Shares
(a) In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, statutory share exchange distribution to shareholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (i) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (ii) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (1) the maximum number and kind of securities available for issuance under the Plan; (2) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.2; (3) the maximum numbers and kind of securities set forth in Section 16.3; and (4) the number and kind of securities that are subject to any outstanding Award and/or the per share price of such securities.
(b) The Committee may also make adjustments as described in subsection 15.1(a)(ii)(4) in the event of any distribution of assets to shareholders other than a normal cash dividend. In determining adjustments to be made under this Section 15.1(b), the Committee may take into account such factors as it deems appropriate, including (i) the restrictions of applicable law, (ii) the potential tax and accounting consequences of an adjustment and (iii) the possibility that some awardees might receive an adjustment and a distribution or other unintended benefit, and in light of such factors or circumstances may make adjustments that are not uniform or proportionate among outstanding Awards, modify vesting dates, defer the delivery of stock certificates or make other equitable adjustments. Any such adjustments to outstanding Awards shall be effected in a manner that precludes the enlargement of rights and benefits under such Awards.
(c) Adjustments, if any, and any determinations or interpretations, including any determination of whether a distribution is other than a normal cash dividend, made by the Committee, as to the terms of any of the foregoing adjustments shall be conclusive and binding. Notwithstanding the foregoing provisions of this Section 15.1, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively.
16.3 Limitations
Subject to adjustment from time to time as provided in Section 15.1(a), no Covered Employee may be granted Awards other than Performance Units subject to this Section 16 in any calendar year period with respect to more than 200,000 shares of Common Stock for such Awards, except that the Company may make additional onetime grants of such Awards for up to 250,000 shares to newly hired or newly promoted individuals, and the maximum dollar value payable with respect to Performance Units or other awards payable in cash subject to this Section 16 granted to any Covered Employee in any one calendar year is $1,000,000.
The Committee shall have the power to impose such other restrictions on Awards subject to this Section 16 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code, or any successor provision thereto.