-----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, FNTqTuRS29mkDM7jQl/0ili/h4IONqFGOoT3y/BX/ovuK+/vZI7NR2xA7PGRC1DQ TGJlpCm7K0khuAhjrCTWZw== 0001181431-05-056241.txt : 20051011 0001181431-05-056241.hdr.sgml : 20051010 20051011171943 ACCESSION NUMBER: 0001181431-05-056241 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051006 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051011 DATE AS OF CHANGE: 20051011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEWS CORP CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 260075658 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32352 FILM NUMBER: 051133430 BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 8-K 1 rrd94209.htm FORM 8-K Prepared By R.R. Donnelley Financial -- 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):  10/06/2005
 
News Corporation
(Exact Name of Registrant as Specified in its Charter)
 
Commission File Number:  001-32352
 
Delaware
  
26-0075658
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification No.)
 
1211 Avenue of the Americas
New York, NY 10036
(Address of Principal Executive Offices, Including Zip Code)
 
212-852-7000
(Registrant’s Telephone Number, Including Area Code)
 
(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(17CFR240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))
 

Items to be Included in this Report

 
Item 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
        On October 6, 2005, News Corporation (the "Company") announced that Stanley S. Shuman resigned from the Company's Board of Directors (the "Board") effective as of the close of the Company's 2005 Annual Meeting of Stockholders to be held on October 21, 2005. Mr. Shuman's resignation is not due to any disagreement with the Company. Effective as of the date of his resignation, Mr. Shuman has agreed to serve as Director-Emeritus to the Board.

        A copy of the Company's press release announcing Mr. Shuman's resignation is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 
 
Item 8.01.    Other Events
 
A complaint was filed in the Court of Chancery in the State of Delaware on October 7, 2005 by certain stockholders of the Company in connection with the Board's decision to extend the expiration date of the Company's Stockholder Rights Plan. The Company believes that the complaint is without merit and intends to vigorously defend against the claims brought against it. The Court has denied the plaintiffs' request for an expedited trial date and agreed to hear the Company's motion to dismiss the complaint on November 10, 2005.
        
        A copy of the Company's press release relating to the Court's decision is attached as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhibit
Number
                 Description

99.1                 Press release, dated October 6, 2005, announcing resignation of Stanley S. Shuman from News Corporation's Board of Directors.

99.2                Press release, dated October 11, 2005, relating to Delaware Court of Chancery decision in connection with stockholder litigation.   

 

 

Signature(s)
 
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.
 
      
 
News Corporation
 
 
Date: October 11, 2005.
     
By:
 
/s/    Lawrence A. Jacobs
               
Lawrence A. Jacobs
               
Senior Executive Vice President and Group General Counsel
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-99.1
  
Press release, dated October 6, 2005, announcing resignation of Stanley S. Shuman from News Corporation's Board of Directors.
EX-99.2
  
Press release, dated October 11, 2005, relating to Delaware Court of Chancery decision in connection with stockholder litigation.
EX-99.1 2 rrd94209_8707.htm PRESS RELEASE, DATED OCTOBER 6, 2005, ANNOUNCING RESIGNATION OF STANLEY S. SHUMAN FROM NEWS CORPORATION'S BOARD OF DIRECTORS.

Exhibit 99.1

News Corporation

New Release

For Immediate Release Contact: Andrew Butcher 212-852-7070

Stanley S. Shuman Resigns from Board of Directors

Shuman to Become Director-Emeritus of News Corporation

______________________

NEW YORK, NY, October 6, 2005 -- News Corporation today announced that Stanley S. Shuman has resigned from the Company's Board of Directors.

Mr. Shuman, who is managing director of Allen and Company LLC, has been a director of News Corporation since 1982.  He will continue his association with the Company as Director-Emeritus, attending Board meetings but not voting on resolutions.

Mr. Shuman said: "In order to permit News Corporation to come within applicable governance provisions by having its Board comprised of a majority of independent directors, I have decided to resign as a Director. I have been immensely privileged to serve on News Corp.'s Board for these many years and look forward to continuing my association with the Company in my new position as Director-Emeritus."

Mr. Shuman will not be replaced on the Board of Directors.  Following Mr. Shuman's resignation, the Board will be reduced to 13 members, a majority of whom are independent directors.

Commenting on Mr. Shuman's resignation, News Corporation Chairman and Chief Executive Officer Rupert Murdoch said: "Stan has been an outstanding director for the past 23 years as News Corp. has grown from a relatively small company focused on newspapers into one of the world's biggest and most diversified media companies.  His broad knowledge of the industry, his sage advice and his firm friendship have been deeply valued.  We are fortunate to be able to count on Stan's opinions in the future as he continues to contribute to our Company as Director-Emeritus.  All News Corp. stockholders owe Stan a debt of gratitude for the great work he has done for our Company over the years."

News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of June 30, 2005 of approximately US$55 billion and total annual revenues of approximately US$24 billion. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.

For more information about News Corporation, please visit www.newscorp.com.

 

 EX-99.2 3 rrd94209_8842.htm PRESS RELEASE, DATED OCTOBER 11, 2005, RELATING TO DELAWARE COURT OF CHANCERY DECISION IN CONNECTION WITH STOCKHOLDER LITIGATION.

Exhibit 99.2

News Corporation

NEWS RELEASE

For Immediate Release Contact: Media -- Andrew Butcher 212-852-7070

Investors -- Reed Nolte 212-852-7092

Delaware Court of Chancery Denies Plaintiffs' Request For Expedited Trial Date

______________________

New York, NY, October 11, 2005 -- News Corporation announced today that the Delaware Court of Chancery yesterday denied a request to set an expedited trial date in a pending shareholder litigation. The litigation, filed last Friday, challenges the News Corporation Board's decision to extend the expiration of the Company's stockholder rights plan.  Plaintiffs had asked the Court to schedule a trial during the first week of November, but the Court declined to set a trial date at this time. 

 

The Court also agreed to hear News Corporation's motion to dismiss the litigation on November 10, 2005. The Company said that it was very pleased with the Court's decision.

News Corporation (NYSE: NWS, NWS.A; ASX: NWS, NWSLV) had total assets as of June 30, 2005 of approximately US$55 billion and total annual revenues of approximately US$24 billion. News Corporation is a diversified international media and entertainment company with operations in eight industry segments: filmed entertainment; television; cable network programming; direct broadcast satellite television; magazines and inserts; newspapers; book publishing; and other. The activities of News Corporation are conducted principally in the United States, Continental Europe, the United Kingdom, Australia, Asia and the Pacific Basin.

For more information about News Corporation, please visit www.newscorp.com.

 

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