Exhibit 3.1
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): June 7, 2016
The McClatchy Company
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 1-9824
| DELAWARE | 52-2080478 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
2100 Q Street
Sacramento, CA 95186
(Address and zip code of principal executive offices)
(916) 321-1846
(Registrant’s telephone number, including area code)
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 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information set forth in Item 5.03 hereof is incorporated by reference into this Item 3.03.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
On June 7, 2016, The McClatchy Company (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) with the Secretary of State of the State of Delaware to (i) effect a one-for-ten reverse stock split of the Company’s Class A and Class B Common Stock (the “Reverse Stock Split”) and (ii) add defined terms and update certain incorrect cross references in the existing Restated Certificate of Incorporation of the Company. The Amended and Restated Charter and, as a result, the Reverse Stock Split, became effective at 7:00 a.m., Eastern Time, on June 7, 2016 (the “Effective Time”). As previously disclosed, the Company’s shareholders and the Board of Directors approved the Reverse Stock Split on May 18, 2016.
Upon the Effective Time, each ten shares of issued and outstanding Class A and Class B Common Stock of the Company will be automatically converted into one share of Class A and Class B Common Stock, respectively, without any change in the par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Any shareholders who otherwise would be entitled to a fractional share will receive, in lieu thereof, a cash payment (without interest) in an amount equal to the fraction to which the shareholder would otherwise be entitled.
Trading in the Company’s Class A Common Stock will continue on the New York Stock Exchange on a post-split basis under the unchanged symbol “MNI.” The Class A Common Stock will have a new CUSIP number (579489303). The Company’s Class B Common Stock is not publicly traded.
The foregoing description of the Amended and Restated Charter is qualified in its entirety by reference to the full text of the Amended and Restated Charter which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On June 7, 2016 the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is filed as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| Exhibit 3.1 | Amended and Restated Certificate of Incorporation of The McClatchy Company. | |
| Exhibit 99.1 | The McClatchy Company press release dated June 7, 2016. |
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 thereunto duly authorized.
| The McClatchy Company (REGISTRANT) |
|||
| Date: June 7, 2016 | By: | /s/ R. Elaine Lintecum | |
| R. Elaine Lintecum | |||
| Vice President and Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit 3.1 | Amended and Restated Certificate of Incorporation of The McClatchy Company. | |
| Exhibit 99.1 | The McClatchy Company press release dated June 7, 2016. |
Exhibit 3.1
Exhibit 99.1
McCLATCHY ANNOUNCES COMPLETION OF REVERSE STOCK SPLIT
SACRAMENTO, Calif., June 7, 2016 - The McClatchy Company (McClatchy) (NYSE: MNI) today announced the completion of its 1-for-10 reverse stock split of its Class A and Class B common stock as of 7:00 a.m. Eastern Time today. As of the open of the market today, shares of McClatchy Class A common stock will begin trading on a split-adjusted basis on the New York Stock Exchange under its unchanged symbol “MNI”. The Class A shares will trade under a new CUSIP number (579489303). McClatchy’s Class B common stock is not publicly traded.
The reverse stock split affects all issued and outstanding shares of the Company’s common stock, as well as common stock underlying stock appreciation rights and other stock-based compensation immediately prior to the effectiveness of the reverse stock split. As previously disclosed, at effectiveness of the reverse stock split, every ten shares of outstanding McClatchy common stock were automatically combined into one share of common stock without any change in the par value per share. This reduced the number of outstanding shares of Class A common stock from approximately 52.5 million to approximately 5.2 million and reduced outstanding Class B common stock from approximately 24.4 million to approximately 2.4 million.
No fractional shares were issued in connection with the reverse stock split. Instead, McClatchy’s transfer agent will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Shareholders who would otherwise hold a fractional share of McClatchy common stock will receive a proportional cash payment from the net proceeds of that sale in lieu of such fractional share. Additional information on the treatment of fractional shares and other effects of the reverse stock split can be found in McClatchy’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2016.
Shareholders with certificated shares will soon receive a letter of transmittal from the Company’s transfer agent which will contain instructions on how to surrender certificates representing pre-split shares. Shareholders should not send in their old stock certificates until they receive a letter of transmittal from the transfer agent. Shareholders with book-entry shares or who hold their shares in “street name” through a bank, broker, or other nominee will not need to take any action.
About McClatchy
McClatchy is a 21st century news and information leader, publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News and Observer, and the (Fort Worth) Star-Telegram. McClatchy operates media companies in 28 U.S. markets in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange under the symbol MNI.
| Contact: |
Elaine Lintecum Chief Financial Officer (916) 321-1846 elintecum@mcclatchy.com
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