-----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, WUeEZYLNre6seo5eEbZG4emO+f1SYOnrnA6YXg/x642XRWKeh2DQn5QXe5FupYJC nont85qIuaZ/3Mx77g6P9g== 0001104659-05-039837.txt : 20050816 0001104659-05-039837.hdr.sgml : 20050816 20050816123410 ACCESSION NUMBER: 0001104659-05-039837 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050812 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050816 DATE AS OF CHANGE: 20050816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05837 FILM NUMBER: 051029838 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 a05-10758_68k.htm 8-K

 

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):  August 12, 2005

 

The New York Times Company

(Exact name of Registrant as Specified in Its Charter)

 

New York

 

1-5837

 

13-1102020

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

 of Incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

229 West 43rd Street, New York, New York

 

10036

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (212) 556-1234

 

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:

 

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

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

ITEM 5.04  Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

 

On August 12, 2005, The New York Times Company (the “Company”) sent a notice to participants in its BNG/Boston Globe Employee Savings 401(k) Plan (the “401(k) Plan”) informing them that the 401(k) Plan is changing its record keeper and fund manager.  The notice stated that, as a result of this change, participants in the 401(k) Plan will not be able to request loans, withdrawals or distributions, or make fund exchanges (transfers) or contribution allocation changes during a period that will begin on October 10, 2005, and is expected to end during the week of October 23, 2005.  This period is referred to as the “Blackout Period”.

 

A participant in the 401(k) Plan, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Stephen Behenna, Director, Human Resources, at 617-929-3286, before and during the Blackout Period, and the Office of the General Counsel, The New York Times Company, 229 West 43rd Street, New York, NY 10036, for a period of two years thereafter.

 

On August 16, 2005, the Company sent a notice (the “BTR Notice”) to its directors and executive officers informing them that during the Blackout Period, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR promulgated by the Securities and Exchange Commission, they would be prohibited from purchasing and selling shares of the Company’s Class A common stock (including derivative securities pertaining to such shares) acquired in connection with their service as a director or employment as an executive officer.

 

A copy of the BTR Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  The Company provided such notice to its executive officers and directors within five (5) business days of August 12, 2005, which is the date the notices were mailed to participants in the 401(k) Plan and that the Company was notified of the Blackout Period.

 

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ITEM 9.01  Financial Statements and Exhibits

 

(c)                                  Exhibit

 

99.1  Notice to Directors and Executive Officers of The New York Times Company Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities

 

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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.

 

 

THE NEW YORK TIMES COMPANY

 

 

 

 

Date: August 16, 2005

By:

/s/ Rhonda L. Brauer

 

 

 

Rhonda L. Brauer

 

 

Secretary and Senior Counsel

 

4



 

Exhibit List

 

99.1  Notice to Directors and Executive Officers of The New York Times Company Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities

 

5


EX-99.1 2 a05-10758_6ex99d1.htm EX-99.1

Exhibit 99.1

 

MEMORANDUM

 

TO:

Directors and Executive Officers of The New York Times Company

 

 

FROM:

Rhonda L. Brauer

 

 

RE:

Important Notice Regarding 401(k) Plan Blackout Period and Restrictions on Ability to Trade in Company Securities

 

 

DATE:

August 16, 2005

 

This notice is to inform you of significant restrictions on your ability to trade in shares of The New York Times Company’s stock during an upcoming “blackout period” that will apply to our BNG/Boston Globe Employee Savings 401(k) Plan (the “401(k) Plan”).

 

The 401(k) Plan blackout period, which is due to a conversion to a new plan record keeper and fund manager, will begin at 3:00 p.m. New York time on October 10, 2005, and is expected to end during the week of October 23, 2005.  During the blackout period, participants in the 401(k) Plan will not have any access to their accounts for loans, withdrawals, distributions, or investment changes, including investment changes involving the Company’s common stock held in the 401(k) Plan.

 

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and the SEC’s rules promulgated thereunder, the Company’s directors and executive officers are prohibited – during this blackout period – from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her services as a director or executive officer.

 

Please note the following:

 

                  “Equity securities” is defined broadly to include the Company’s Class A common stock, options, and other derivatives.

 

                  Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

 

                  Among other things, these rules prohibit exercising options granted to you in connection with your services as a director or executive officer, selling Company stock acquired pursuant to such options, and selling Company stock originally received as a restricted stock grant.

 



 

                  Exemptions from these rules generally apply for purchases or sales under Rule 10b-5 plans, dividend reinvestment plans, sales required by law, and certain other “automatic” transactions.

 

                  Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

 

These rules apply in addition to the trading restrictions under the Company’s insider trading policy.  If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties.  Because of the complexity of these rules and the severity of the penalties and other remedies, please contact Sol Watson (212-556-1234) or me (212-556-1234) before engaging in any transaction involving the Company’s equity securities during the blackout period.

 

If you have any questions or would like updated information on the actual ending date of the blackout period, please feel free to contact me at 212-556-1234 or you may call Sol Watson at 212-556-1234 or Diane Brayton at 212-556-1234, or contact any of us at 229 West 43rd Street, New York, NY 10036.

 

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