-----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, N/7WxBxuG9LCznvwmtVwTwCvZOx23cWKoVug3IZ+rHp+N8w26fEN48JcEYoOSOeE 9aDbkWwdTXyLjN7ydhPu4g== 0000897101-99-000370.txt : 19990412 0000897101-99-000370.hdr.sgml : 19990412 ACCESSION NUMBER: 0000897101-99-000370 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990408 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHILDRENS BROADCASTING CORP CENTRAL INDEX KEY: 0000882160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 411663712 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-21534 FILM NUMBER: 99590193 BUSINESS ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 BUSINESS PHONE: 6129258840 MAIL ADDRESS: STREET 1: 5501 EXCELSIOR BLVD CITY: MINNEAPOLIS STATE: MN ZIP: 55416 8-K 1 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: April 8, 1999 CHILDREN'S BROADCASTING CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 0-21534 41-1663712 (State or other (Commission File No.) (IRS Employer ID No.) jurisdiction of incorporation) 5501 EXCELSIOR BOULEVARD, MINNEAPOLIS, MINNESOTA 55416 (Address of principal executive offices) (612) 925-8840 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. (a) Reference is made to the Press Release issued to the public by the Registrant on April 8, 1999, and attached hereto as an exhibit, relating to the Company's announcement to repurchase up to 500,000 shares of its Common Stock. (b) Reference is made to the cautionary statements of the Registrant, presented in the Registrant's Form 10-KSB for the year ended December 31, 1998. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press Release dated April 8, 1999. 2 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. Dated: April 9, 1999 CHILDREN'S BROADCASTING CORPORATION BY: /s/ James G. Gilbertson James G. Gilbertson ITS: Chief Operating Officer and Chief Financial Officer 3 EXHIBIT INDEX 99.1 Press Release dated April 8, 1999. EX-99.1 2 PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: Christopher T. Dahl, President/CEO 612/925-8840 CHILDREN'S BROADCASTING CORPORATION ANNOUNCES REPURCHASE AUTHORIZATION MINNEAPOLIS, MN - APRIL 8, 1999 - Children's Broadcasting Corporation (Children's NNM: AAHS) announced today that its Board of Directors has authorized the repurchase of up to 500,000 additional shares of its Common Stock. The 500,000 shares represent approximately 7.6% of the 6,575,742 shares of Common Stock currently outstanding. Stock repurchases will be made from time to time through the open market or in block purchase transactions in accordance with Exchange Act Rule 10b-18. The timing of repurchases is subject to the availability of stock, trading price, market conditions and Children's financial performance. The repurchases will begin promptly and authority by the Board of Directors will continue for 12 months, unless sooner terminated. No shares will be repurchased from Children's officers or directors. Repurchased shares will be canceled and returned to Children's authorized capital stock. Information about repurchases under this program will be included in Children's periodic reports with the SEC and in press releases discussing quarterly earnings per share results. Children's does not intend to otherwise make available information with respect to the program or repurchases thereunder. Previously Children's had repurchased 271,000 shares of Common Stock under a 1998 shares repurchase authorization. Christopher T. Dahl, President, Chief Executive Officer and Chairman of Children's said: "We continue to believe that Children's Common Stock, in light of our current repositioning into the television commercial production industry, is significantly undervalued. Therefore, the Board of Directors believes that stock repurchases represent a good investment of available funds." Certain statements in this news release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. Such factors include, but are not limited to, changes in economic conditions, Children's ability to expand into new markets and the risks and uncertainties described in the company's filings with the SEC. -----END PRIVACY-ENHANCED MESSAGE-----