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): April 11, 2013
FISHER COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Washington | | 000-22439 | | 91-0222175 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
140 Fourth Avenue N., Suite 500, Seattle, Washington | | 98109 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 206-404-7000
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x | 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)) |
On April 11, 2013, Fisher Communications, Inc., a Washington corporation (the “Company”), and Sinclair Broadcast Group, Inc., a Maryland corporation (“Sinclair”), issued a joint press release announcing the entry into of an Agreement and Plan of Merger by and among the Company, Sinclair and Sinclair Television of Seattle, Inc., a Washington corporation and an indirect wholly owned subsidiary of Sinclair (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as an indirect wholly owned subsidiary of Sinclair. A copy of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In addition, on April 11, 2013, the Company sent an e-mail communication to the employees of the Company, which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| | |
Exhibit Number | | Description of Exhibit |
| |
| 99.1 | | Joint Press Release of Sinclair Broadcast Group, Inc. and Fisher Communications, Inc., dated April 11, 2013. |
| |
| 99.2 | | E-mail communication of Fisher Communications, Inc. to its employees, transmitted on April 11, 2013. |
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.
| | | | | | |
| | | | FISHER COMMUNICATIONS, INC. |
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Dated: April 11, 2013 | | | | By: | | /s/ Christopher J. Bellavia |
| | | | | | Name: Christopher J. Bellavia |
| | | | | | Title: Senior Vice President and General Counsel |
EXHIBIT INDEX
| | |
Exhibit Number | | Description of Exhibit |
| |
| 99.1 | | Joint Press Release of Sinclair Broadcast Group, Inc. and Fisher Communications, Inc., dated April 11, 2013. |
| |
| 99.2 | | E-mail communication of Fisher Communications, Inc. to its employees, transmitted on April 11, 2013. |
