EMMIS COMMUNICATIONS CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2010-12-27: Form 8-K; Period of report 2010-12-24; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2010-12-21: Form 8-K; Period of report 2010-12-17; Description 5.07 Submission of Matters to a Vote of Security Holders.
- 2010-11-05: Form 8-K; Period of report 2010-11-01; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2010-10-04: Form 8-K; Period of report 2010-09-27; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2010-12-27 | 8-K | 2010-12-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 24, 2010, Emmis Communications Corporation (“Emmis”) entered into an agreement with Bose McKinney & Evans, LLP (“Bose”) and JS Acquisition, LLC, a company wholly-owned by Emmis’ Chairman and CEO Jeffrey H. Smulyan ( “JSA”) for the purpose of coordinating the prosecution of certain litigation (the “Litigation”) by JSA against Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., and Alden Media Holdings, LLC (collectively, “Alden”) relating to the going private transaction in which Emmis, JSA and Alden participated earlier this year. | c10223e8vk.htm |
| 2010-12-21 | 8-K | 2010-12-17 | 5.07 Submission of Matters to a Vote of Security Holders | c10115e8vk.htm | |
| 2010-11-05 | 8-K | 2010-11-01 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On November 1, 2010, Emmis Communications Corporation (the “Company”) received a letter from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it no longer complies with Markeplace Rule 5450 (a)(1) (the “Minimum Bid Price Rule”), as the bid price of the Company’s Class A Common Stock (listed on the Nasdaq Global Select Market under the symbol “EMMS”) closed below the minimum $1.00 per share for the 30 consecutive business days preceding November 1, 2010. | c07953e8vk.htm |
| 2010-10-04 | 8-K | 2010-09-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to a Resignation dated May 25, 2010, Heath Freeman resigned from his position as a member of the Board of Directors of Emmis Communications Corporation (“Emmis”) effective immediately upon the termination, if any, of the Securities Purchase Agreement, dated May 24, 2010, by and among Alden Global Distressed Opportunities Master Fund, L.P., Alden Global Value Recovery Master Fund, L.P., Alden Media Holdings, LLC, JS Acquisition, LLC and Jeffrey H. Smulyan (the “Purchase Agreement”) pursuant to Article VIII of the Purchase Agreement. | c06586e8vk.htm |
| 2010-09-29 | 8-K | 2010-09-27 | 1.02 Termination of a Material Definitive Agreement | 1.02 On May 25, 2010, Emmis Communications Corporation (“Emmis”), an Indiana corporation, JS Acquisition, LLC (“JS Parent”), an Indiana limited liability company that is wholly-owned by Mr. Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis, and JS Acquisition, Inc. (“JS Acquisition”), an Indiana corporation whose equity securities are owned entirely by Mr. Smulyan, and JS Parent entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the successful completion of JS Acquisition’s offer to purchase all of the outstanding shares of Class A Common Stock, par value $0.01 per share, of Emmis (the “Class A Shares”, and such offer to purchase, the “Offer”), JS Acquisition would merge with and into Emmis, with Emmis surviving the merger as a subsidiary whose equity securities are owned entirely by JS Parent and Mr. Smulyan (the “Merger”). | form8k_092710.htm |
| 2010-05-27 | 8-K | 2010-05-24 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 On May 25, 2010, Emmis Communications Corporation (“Emmis”), an Indiana corporation, JS Acquisition, LLC (“JS Parent”), an Indiana limited liability company that is wholly-owned by Jeffrey H. Smulyan, the Chairman, Chief Executive Officer and President of Emmis and JS Acquisition, Inc. (“JS Acquisition”), an Indiana corporation and subsidiary of JS Parent and Mr. Smulyan, entered into an Agreement and Plan of Merger (the “Merger Agreement”). 5.02 Effective May 25, 2010, the Board elected Heath Freeman as a director of Emmis, pursuant to the terms of a letter, dated April 28, 2010, that it received from JS Acquisition, relating to a proposed going private transaction (the “Transaction”) involving Emmis and to be financed by Alden. 5.03 Effective May 25, 2010, the Board amended and restated Emmis’ Amended and Restated Code of By-Laws. 8.01 On May 24, 2010, certain shareholders of Emmis consisting of friends, family and other associates of Mr. Smulyan, including certain officers, directors and employees of Emmis, entered into a Rollover Agreement in their capacity as shareholders of Emmis (the “Rollover Agreement”). | y03569e8vk.htm |
| 2010-04-15 | 8-K | 2010-04-15 | 8.01 Other Events | 8.01 On April 15, 2010, dividends to holders of our 6.25% Series A Cumulative Convertible Preferred Stock (“Preferred Stock”) were in arrears for six consecutive quarterly periods. | c99239e8vk.htm |
| 2010-04-09 | 8-K | 2010-04-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | c98988e8vk.htm |
| 2010-03-03 | 8-K | 2010-03-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 2, 2010, we entered into a new one-year employment agreement with Richard F. Cummings to serve as President of Emmis Radio Programming, effective March 1, 2010. | c97252e8vk.htm |