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Section 1: 8-K (FORM 8-K)

 

 

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, 2018

 

 

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 1-11588 38-3042953
(State or other jurisdiction (Commission File Number)  (IRS Employer
of incorporation)   Identification No.)

 

73 Kercheval Avenue  
Grosse Pointe Farms, MI 48236
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (313) 886-7070

 

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:

 

¨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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

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. ¨

 

 

 

 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

On August 1, 2018, Saga Communications, Inc. (the “Company”), in accordance with authority granted by the Company’s board of directors, determined to voluntarily withdraw the listing of its Class A common stock from the NYSE American exchange and transfer the listing to the Nasdaq Global Market. The Company has been approved for listing on the Nasdaq Global Market under the symbol “SGA”. Trading on the Nasdaq Global Market is expected to commence on August 16, 2018. The Company’s stock is expected to continue to trade on the NYSE American until the market closes on August 15, 2018.

 

Item 7.01Regulation FD Disclosure

 

The Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of its listing to the Nasdaq Global Market. 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 and Exchange Act of 1934, as amended (the “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 Action of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No. Description
99.1 Press Release dated August 1, 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.

 

  SAGA COMMUNICATIONS, INC.  
       
       
Dated:  August 1, 2018 By: /s/ Samuel D. Bush  
    Samuel D. Bush  
    Senior Vice President and  
    Chief Financial Officer  

 

 

 

 

INDEX OF EXHIBITS

 

Exhibit No. Description
   
99.1 Press release dated August 1, 2018.

 

 

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Section 2: EX-99.1 (EXHIBIT 99.1)

Saga Communications, Inc. Announces that the Company Will Begin Trading on the Nasdaq Global Market

GROSSE POINTE FARMS, Mich., Aug. 1, 2018 /PRNewswire/ -- Saga Communications, Inc. (NYSE American: SGA) announced today that the Company has been approved for listing on the Nasdaq Global Market under the symbol "SGA". Trading on the Nasdaq Global Market is expected to commence on August 16, 2018. The Company's stock is expected to continue to trade on the NYSE American until the market closes on August 15, 2018.

Ed Christian, President and Chief Executive Officer, said, "We are pleased to announce our listing on the Nasdaq Global Market. We believe the move to Nasdaq will improve the visibility of our stock, enhance trading liquidity in our shares, and provide us with greater exposure to institutional investors."

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believes," "expects," "anticipates," "guidance" and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga's ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga's business, are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio and television broadcast industry in general, as well as Saga's actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.

Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 26 markets, including 75 FM and 33 AM radio stations and 64 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.



CONTACT: Samuel D. Bush, 313/886-7070

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