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EX-31.1 - EX-31.1 - CKX, Inc.y89015exv31w1.htm
EX-31.2 - EX-31.2 - CKX, Inc.y89015exv31w2.htm
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K/A
(Amendment No. 2)
 
     
þ
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009
     
OR
   
     
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to          
 
 
Commission File No. 001-34794
 
 
CKX, INC.
(Exact name of Registrant as specified in its charter)
 
 
     
Delaware
  27-0118168
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
 
650 Madison Avenue
New York, New York 10022
(Address of Principal Executive Offices and Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (212) 838-3100
 
Securities Registered Pursuant to Section 12(b) of the Act: None
 
Securities Registered Pursuant to Section 12(g) of the Act:
 
Common Stock, Par Value $0.01 Per Share
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes o     No þ
 
Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
             
Large accelerated filer  o
  Accelerated filer  þ   Non-accelerated filer  o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No þ
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing sales price of the company’s common stock as of June 30, 2009, was $412,192,673.
 
As of March 12, 2010 there were 93,053,207 shares of the registrant’s common stock outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE:  Portions of the issuer’s definitive proxy statement to be filed in connection with its 2010 Annual Meeting of Stockholders are incorporated by reference into Part II, Item 5 and Part III, Items 9, 10, 11, 12 and 14.
 
 


 

 
EXPLANATORY NOTE
 
We are filing this Amendment to our annual report on Form 10-K for the fiscal year ended December 31, 2009 (the “10-K”) to amend the signature page to the 10-K (i) to include the signature of our principal financial officer and principal accounting officer, Thomas P. Benson, in a place that reflects his execution of the 10-K in an individual capacity as principal financial officer and principal accounting officer and identifies him as our principal financial officer and principal accounting officer, and (ii) to clarify the identity of our principal executive officer who executed the original filing of the 10-K in such capacity. Except as described above, the remainder of the 10-K is unchanged and does not reflect events occurring after the original filing of the 10-K with the Securities and Exchange Commission on March 15, 2010.


 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
CKX, Inc.
 
         
         
By:  
/s/  ROBERT F.X. SILLERMAN

Robert F.X. Sillerman
Chief Executive Officer and Chairman of the Board
  March 15, 2010
         
By:  
/s/  THOMAS P. BENSON

Thomas P. Benson
Chief Financial Officer, Executive Vice President and Treasurer
  March 15, 2010
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
         
         
By:  
/s/  ROBERT F.X. SILLERMAN

Robert F.X. Sillerman, Chief Executive Officer and Chairman of the Board (principal executive officer)
  March 15, 2010
         
By:  
/s/  HOWARD J. TYTEL

Howard J. Tytel, Director
  March 15, 2010
         
By:  
/s/  EDWIN M. BANKS

Edwin M. Banks, Director
  March 15, 2010
         
By:  
/s/  EDWARD BLEIER

Edward Bleier, Director
  March 15, 2010
         
By:  
/s/  BRYAN BLOOM

Bryan Bloom, Director
  March 15, 2010
         
By:  
/s/  JERRY L. COHEN

Jerry L. Cohen, Director
  March 15, 2010
         
By:  
/s/  CARL D. HARNICK

Carl D. Harnick, Director
  March 15, 2010
         
By:  
/s/  JACK LANGER

Jack Langer, Director
  March 15, 2010
         
By:  
/s/  PRISCILLA PRESLEY

Priscilla Presley, Director
  March 15, 2010
         
By:  
/s/  THOMAS P. BENSON

Thomas P. Benson,
Chief Financial Officer, Executive Vice President and Treasurer (principal financial officer and principal accounting officer)
  January 20, 2011


 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
 
CKX, Inc.
 
         
         
By:  
/s/  THOMAS P. BENSON

Thomas P. Benson
Chief Financial Officer, Executive Vice President and Treasurer
  Date: January 20, 2011


 

EXHIBIT INDEX
 
         
Exhibit No.
 
Description
 
  31 .1   Certification of Principal Executive Officer
  31 .2   Certification of Principal Financial Officer