Document
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) May 22, 2018
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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Ohio | | 0-16914 | | 31-1223339 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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312 Walnut Street Cincinnati, Ohio | | 45202 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (513) 977-3000
Not Applicable
(Former name or former address, if changed since last report)
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):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
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Item No. | | Page |
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3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3 |
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7.01 | Regulation FD Disclosure | 3 |
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9.01 | Financial Statements and Exhibits | 3 |
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On May 22, 2018, The E.W. Scripps Company (the "Company"), acting pursuant to authorization from its Board of Directors, provided written notice to the New York Stock Exchange (the "NYSE") that it intends to voluntarily delist its Class A Common shares ("Common shares"), par value $0.01 per share, from the NYSE promptly following the close of trading on June 1, 2018 and intends to transfer the listing of its Common shares to the NASDAQ Global Select Market ("NASDAQ"). The Company has been authorized for listing on NASDAQ and expects that its Common shares will be listed and begin trading on NASDAQ at market open on June 4, 2018 under the same ticker symbol of SSP.
Until the opening of trading of the Common shares on NASDAQ on June 4, 2018, the Company's Common shares will continue to trade on the NYSE under the ticker symbol SSP.
Item 7.01 Regulation FD Disclosure
The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the Common shares to NASDAQ.
The information in Items 7.01 and 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits
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Exhibit Number | | Description of Item |
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| | Press release dated May 22, 2018 |
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 hereunto duly authorized.
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THE E.W. SCRIPPS COMPANY |
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BY: | | /s/ Douglas F. Lyons |
| | Douglas F. Lyons |
| | Senior Vice President, Controller and Treasurer |
| | (Principal Accounting Officer) |
Dated: May 22, 2018