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FOXA > SEC Filings for FOXA > Form 8-K on 17-Jun-2013All Recent SEC Filings

Show all filings for NEWS CORP

Form 8-K for NEWS CORP


17-Jun-2013

Entry into a Material Definitive Agreement, Material Modification to Rights of Security


Item 1.01. Entry into a Material Definitive Agreement.

On June 14, 2013, News Corporation (the "Company") executed a stockholders rights agreement, as set forth in the Rights Agreement dated the same date (the "Rights Agreement"), between the Company and Computershare Trust Company, N.A., as Rights Agent. The Rights Agreement was entered into pursuant to the previously disclosed declaration of a dividend distribution of one right for each outstanding share of the Company's Class A and Class B common stock, with the payment of such dividend being conditioned on the consummation of the previously announced separation of the Company into two distinct publicly traded companies by way of the distribution of all shares of the new News Corporation to the Company's stockholders (the "Separation"). The dividend of the rights will be paid to stockholders of record at the close of business on June 21, 2013 (the "Record Date"). Each right entitles the holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock (subject to antidilution provisions) upon the occurrence of certain triggering events. The purchase price for the Series A Junior Participating Preferred Stock will be the exercise price of $150.00, subject to certain adjustments. Each share of Series A Junior Participating Preferred Stock has the designations, powers, preferences and rights set forth in the Certificate of Designations of the Series A Junior Participating Preferred Stock, which is expected to be filed no later than June 28, 2013 with the Secretary of State of the State of Delaware (the "Certificate of Designations"). A summary of the terms of the rights is included in the Rights Agreement as Exhibit C thereto.

Under the Rights Agreement, each outstanding share of common stock of the Company will have attached to it one right. Initially, the rights will be represented by the common stock of the Company, will not be traded separately from the common stock and will not be exercisable. The rights will become exercisable for common stock of the Company, unless redeemed or exchanged, 10 business days after any person or group of affiliated or associated persons (such person or group being an "acquiring person") has acquired beneficial ownership (defined to include stock which a person has the right to acquire, regardless of whether such right is subject to the passage of time or the satisfaction of conditions) of 15% or more of the outstanding shares of the Company's voting common stock, other than as a result of repurchases of stock by the Company or the existing ownership of certain exempt persons, as discussed below.

In the event that the rights become exercisable, the Company will distribute separate rights certificates evidencing the rights to all holders of the Company's common stock held on the date the rights become exercisable and, thereafter, the separate rights certificates alone will represent the rights.

In the event any acquiring person has become the beneficial owner of 15% or more of the Company's voting common stock, each right will entitle its holder (other than the acquiring person) to purchase at the exercise price (subject to adjustments provided in the Rights Agreement), a number of shares of the Company's voting or non-voting common stock, as applicable, having a then-current market value of twice the exercise price, and in the event of a subsequent merger into or consolidation with, or transfer of 50% or more of the Company's consolidated assets or earning power to another unaffiliated entity (any such transaction, a "flip-over event"), to purchase, at the exercise price, a number of shares of common stock of the acquiring entity having a then-current market value of twice the exercise price.

K. Rupert Murdoch, members of his immediate family, and the Murdoch Family Trust, as well as any other person who beneficially owns 15% or more of the Company's voting common stock as of May 24, 2013, will not be deemed to be acquiring persons under the Rights Agreement by virtue of such holdings (such persons being "exempt persons"). However, if, at any time after May 24, 2013, any exempt person (i) beneficially owns less than 15% of the Company's voting common stock or (ii) acquires any additional outstanding shares of the Company's voting common stock (other than by way of a pro rata stock dividend or a stock split or solely as a result of any unilateral grant of any security by the Company or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees pursuant to any equity incentive or award plan), such person shall no longer be an exempt person under the Rights Agreement. A person will not be deemed to be an acquiring person due to (i) the repurchase of the Company's shares that causes a holder to become the beneficial owner of 15% or more of the Company's voting common stock, unless and until such person acquires beneficial ownership of additional shares representing 1% or more of the Company's voting


common stock; (ii) acquisitions by way of a pro rata stock dividend or a stock split; (iii) acquisitions solely as a result of any unilateral grant of any security by the Company or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers and employees pursuant to any equity incentive or award plan); or (iv) acquisitions of less than 1% of the Company's total outstanding voting common stock in addition to the shares that would cause such person to be an acquiring person, to the extent such acquisition is determined by the Company's Board of Directors, in its sole discretion, to be inadvertent, provided, that following such acquisition, the acquirer promptly, but in any case within 10 business days, divests a sufficient number of shares so that such person would no longer otherwise qualify as an acquiring person.

As previously announced by the Company, after May 24, 2013, any acquisition of shares of the Company's voting common stock as a result of acquiring in the ex-dividend market or otherwise, will be taken into account in calculating the beneficial ownership of an acquiring person for the purposes of determining whether the rights have become exercisable.

The rights will expire at 5:00 P.M. (New York City time) on May 24, 2014, unless the Rights Agreement is earlier terminated or such date is advanced or extended in accordance with the terms of the Stipulation of Settlement, dated as of April 12, 2006, by and among the Company and certain of its stockholders, or the rights are earlier redeemed or exchanged by the Company as described below.

The exercise price of the rights, the number of shares of Series A Junior Participating Preferred Stock issuable, and the number of outstanding rights will be adjusted to prevent dilution that may occur from any stock dividend, a . . .



Item 3.03. Material Modification to Rights of Security Holders.

See the description set forth herein under "Item 1.01. Entry into a Material Definitive Agreement," which is incorporated into this Item 3.03 by reference.




Item 8.01. Other Events.

On June 13, 2013, the Company issued a press release relating to the anticipated trading markets for the common stock of each of the Company, expected to be renamed 21st Century Fox, and the new News Corporation through the completion of the Separation, which is expected to occur on June 28, 2013. A copy of the Company's press release relating to the anticipated trading market is attached hereto as Exhibit 99.2 and is incorporated herein by reference.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number       Description

4.1          Form of Rights Agreement (Incorporated by reference to Exhibit 99.1 to
             the Current Report of News Corporation on Form 8-K filed with the
             Securities and Exchange Commission on May 24, 2013.)

99.1         Press Release of News Corporation, dated June 14, 2013.

99.2         Press Release of News Corporation, dated June 13, 2013.


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