UNITED STATES

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 1, 2012

 

 

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

INDIANA

(State of incorporation or organization)

0-23264

(Commission file number)

35-1542018

(I.R.S. Employer

Identification No.)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices)

(317) 266-0100

(Registrant’s Telephone Number, Including Area Code)

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 


ITEM 7.01.Regulation FD Disclosure.

Emmis Communications Corporation (the “Company”) is a party to litigation in the United States District Court for the Southern District of Indiana (the “District Court”) in which certain holders of the Company’s 6.25% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”) are seeking to enjoin a shareholder vote on proposed amendments to the terms of the Preferred Stock set forth in the Company’s Second Amended and Restated Articles of Incorporation. As described in the Company’s proxy statement dated June 29, 2012, the shareholder vote on the proposed amendments is scheduled to occur at a special meeting on August 14, 2012. At the conclusion of a preliminary injunction hearing on August 1, 2012, the Company agreed to defer any shareholder vote on the proposed amendments until after Labor Day. The Company intends to effect this agreement by convening the special shareholders’ meeting on August 14, 2012 and promptly adjourning the meeting until after Labor Day. The District Court stated that its ruling on the preliminary injunction would be issued on August 31, 2012.

Note: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words “expect,” “would,” “intend” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

 

   

general economic and business conditions;

   

fluctuations in the demand for advertising and demand for different types of advertising media;

   

our ability to service our outstanding debt;

   

increased competition in our markets and the broadcasting industry;

   

our ability to attract and secure programming, on-air talent, writers and photographers;

   

inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;

   

increases in the costs of programming, including on-air talent;

   

inability to grow through suitable acquisitions;

   

changes in audience measurement systems

   

new or changing regulations of the Federal Communications Commission or other governmental agencies;

   

competition from new or different technologies;

   

war, terrorist acts or political instability; and

   

other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise


Signatures.

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, thereunto duly authorized.

 

    EMMIS COMMUNICATIONS CORPORATION
Date: August 1, 2012     By:  

/s/ J. Scott Enright

          J. Scott Enright, Executive Vice President,
          General Counsel and Secretary