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): | January 10, 2013 |
FISHER COMMUNICATIONS, INC.
__________________________________________
(Exact name of registrant as specified in its charter)
Washington | 000-22439 | 91-0222175 |
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
of incorporation) | File Number) | Identification No.) |
140 Fourth Avenue N., Suite 500, Seattle, Washington | 98109 | |
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
Registrants 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 8.01 Other Events.
On January 10, 2013, the Company announced the decision by the Company’s Board of Directors to explore and evaluate potential strategic alternatives for the Company to enhance shareholder value. A copy of the press release issued by the Company on January 10, 2013 to announce the decision is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
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. | ||||
January 10, 2013 | By: |
/s/ Christopher J. Bellavia
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Name: Christopher J. Bellavia | ||||
Title: Senior Vice President and General Counsel |
Exhibit Index
Exhibit No. | Description | |
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99.1
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Press Release issued by Fisher Communications, Inc. on January 10, 2013 |
Fisher Communications to Explore Strategic Alternatives
SEATTLE, Washington (MARKETWIRE) January 10, 2013 Fisher Communications, Inc. (NASDAQ: FSCI) announced today that its Board of Directors has decided to explore and evaluate potential strategic alternatives intended to enhance shareholder value, which could result in, among other things, a possible sale of the Company. The Company has retained Moelis & Company as its financial advisor and White & Case LLP and Perkins Coie LLP as its legal counsel.
The Company has not made a decision to pursue any specific strategic transaction or any other strategic alternative, and there is no set timetable for the strategic review process. There can be no assurance that the exploration of strategic alternatives will result in the consummation of any transaction. The Company does not intend to comment further regarding the evaluation of strategic alternatives until such time as the Board has determined the outcome of the process or otherwise has deemed that disclosure is appropriate.
Due to the Boards decision to explore and evaluate strategic alternatives, the Company will delay the date of its 2013 annual meeting of shareholders (the Annual Meeting) to a date that is not earlier than June 9, 2013. As a result, in accordance with the Companys Amended Bylaws, nominations by shareholders for the election of Company directors at the Annual Meeting, and notice of other proper business, will be due on the later of: (i) the 90th day prior to the Annual Meeting, or (ii) the tenth day following the day on which the notice of the date of the Annual Meeting was mailed to shareholders or such public disclosure was made.
About Fisher Communications, Inc.
Fisher Communications, Inc. is a Seattle-based communications company that owns and operates 13
full power television stations, 7 low power television stations, 3 owned radio stations and one
managed radio station in the Western United States. The Company also owns and operates Fisher
Interactive Network, its online division (including over 120 online sites), and Fisher Pathways, a
satellite and fiber transmission provider. For more information about Fisher Communications, Inc.,
go to www.fsci.com.
Forward-Looking Statements
This news release 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 or 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 news release, including, among other things, statements related to the outcome of
the Board of Directors strategic review and evaluation of the Company, changes in revenue, cash
flow and operating expenses, involve risks and uncertainties and are subject to change based on
various important factors, including the impact of changes in national and regional economies, the
competitiveness of political races and voter initiatives, successful integration of acquired
television stations (including achievement of synergies and cost reductions), 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 release. 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 and other periodic reports filed with the Securities Exchange Commission, which
are incorporated herein. Our Annual Report on Form 10-K and other periodic reports are available at
the website maintained by the SEC at www.sec.gov.
Contacts:
Sard Verbinnen & Co
Ron Low or David Isaacs
(415) 618-8750