EMMIS COMMUNICATIONS CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2009-12-21: Form 8-K; Period of report 2009-12-15; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2009-10-30: Form 8-K; Period of report 2009-10-28; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2009-10-09: Form 8-K; Period of report 2009-10-08; Description 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 4.02.
- 2009-09-18: Form 8-K; Period of report 2009-09-15; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2009-12-21 | 8-K | 2009-12-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c93880e8vk.htm |
| 2009-10-30 | 8-K | 2009-10-28 | 7.01 Regulation FD Disclosure | 7.01 On October 28, 2009, the Nasdaq Stock Market (“Nasdaq”) informed Emmis Communications Corporation (the “Company”) that the closing bid price of the Company’s Class A Common Stock (listed on the Nasdaq Global Select Market under the symbol “EMMS”) has been above $1.00 per share for at least ten consecutive trading days and that the Company is now in compliance with Listing Rule 5450 (a)(1) (the “Minimum Bid Price Rule”). | c54368e8vk.htm |
| 2009-10-09 | 8-K | 2009-10-08 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 As explained below, on October 8, 2009, the Audit Committee of the Board of Directors of Emmis Communications Corporation (the “Company”), in consultation with the Company’s management and independent registered public accounting firm, concluded that the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended February 28, 2009, the related reports of the independent registered public accounting firm, and the condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, should no longer be relied upon due to an error in our provision for income taxes. | c53999e8vk.htm |
| 2009-09-18 | 8-K | 2009-09-15 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On August 3, 2009, the Nasdaq Stock Market (“Nasdaq”) reinstated Markeplace Rule 5450 (a)(1) (the “Minimum Bid Price Rule”) requiring a minimum $1.00 closing bid price on any Nasdaq listed security. | c53667e8vk.htm |
| 2009-08-19 | 8-K | 2009-08-19 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c53191e8vk.htm |
| 2009-08-05 | 8-K | 2009-07-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Effective July 30, 2009, the Company’s board of directors approved an amendment to the Company’s Amended and Restated Code of By-Laws to elect that the terms of office of the Company’s board of directors not be governed by Indiana Code Section 23-1-33-6(c), a newly-enacted provision of the Indiana Business Corporation Law that would, absent this election by the board of directors, require the Company to maintain a classified board of directors. | c52851e8vk.htm |
| 2009-05-15 | 8-K | 2009-05-13 | 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.05 On May 13, 2009, the Board of Directors of Emmis Communications Corporation amended its Securities Trading Policy, which is incorporated into the Company’s Code of Ethics. | c51363e8vk.htm |
| 2009-05-01 | 8-K | 2009-05-01 | 7.01 Regulation FD Disclosure | 7.01 On April 28, 2009, Emmis Communications Corporation (the “Company”) commenced a Dutch auction tender to purchase term loans of Emmis Operating Company (the “Borrower”) under the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among the Borrower, the Company, the financial institutions identified therein from time to time as lenders, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and SunTrust Bank, as co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers, as amended by that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009 (the “Credit Agreement”). | c51026e8vk.htm |
| 2009-04-28 | 8-K | 2009-04-28 | 7.01 Regulation FD Disclosure | 7.01 On April 23, 2009, Emmis Communications Corporation (the “Company”) commenced a Dutch auction tender to purchase term loans of Emmis Operating Company (the “Borrower”) under the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among the Borrower, the Company, the financial institutions identified therein from time to time as lenders, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and SunTrust Bank, as co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers, as amended by that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009. | c50913e8vk.htm |
| 2009-04-23 | 8-K | 2009-04-23 | 7.01 Regulation FD Disclosure | 7.01 On April 20, 2009, Emmis Communications Corporation (the “Company”) commenced a Dutch auction tender to purchase term loans of Emmis Operating Company (the “Borrower”) under the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among the Borrower, the Company, the financial institutions identified therein from time to time as lenders, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and SunTrust Bank, as co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers, as amended by that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009. | c50810e8vk.htm |
| 2009-04-17 | 8-K | 2009-04-17 | 7.01 Regulation FD Disclosure | 7.01 On April 14, 2009, Emmis Communications Corporation (the “Company”) commenced a Dutch auction tender to purchase term loans of Emmis Operating Company (the “Borrower”) under the Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among the Borrower, the Company, the financial institutions identified therein from time to time as lenders, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and SunTrust Bank, as co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers, as amended by that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009. | c50648e8vk.htm |
| 2009-04-13 | 8-K | 2009-04-10 | 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 2.02 Emmis Communications Corporation (the “Company”) today released selected unaudited financial information for its fourth fiscal quarter and full year ended February 28, 2009. 2.03 On April 10, 2009, Emmis Operating Company (“EOC”), a wholly owned subsidiary of Emmis Communications Corporation (the “Company”), borrowed $71.2 million under the revolving credit loan of its Amended and Restated Revolving Credit and Term Loan Agreement, dated as of November 2, 2006 by and among EOC, Emmis, the financial institutions identified therein from time to time as lenders, Bank of America, N.A., as administrative agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch, and SunTrust Bank, as co-documentation agents, and Banc of America Securities LLC and Deutsche Bank Securities Inc. as joint lead arrangers and joint book managers, as amended by that certain First Amendment and Consent to Amended and Restated Revolving Credit and Term Loan Agreement, dated March 3, 2009 (the “credit facility”). 7.01 Emmis Communications Corporation (the “Company”) has engaged Blackstone Advisory Services L.P. to provide financial advisory services as the Company explores a possible amendment to the credit facility or a possible restructuring of certain of its liabilities. | c50528e8vk.htm |
| 2009-04-08 | 8-K | 2009-04-03 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c50467e8vk.htm |
| 2009-03-06 | 8-K | 2009-03-02 | 1.01 Entry into a Material Definitive Agreement; 2.05 Costs Associated with Exit or Disposal Activities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.05 In response to a deteriorating economic environment and sharp decline in advertising revenues, on March 5, 2009, we announced a broad payroll reduction plan targeting $10 million of annual operating savings. 5.02 On March 3, 2009, we entered into a one-year employment agreement with Richard F. Cummings to serve as President of Emmis Radio Programming. | c49858e8vk.htm |
| 2009-01-07 | 8-K | 2008-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 31, 2008 (effective as of January 1, 2008), we entered into amendments to the employment agreements of Jeffrey H. Smulyan, Richard F. Cummings, Gary L. Kaseff, Paul W. Fiddick, Michael Levitan and Gary A. Thoe. | c48593e8vk.htm |