UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):February 4, 2005
LIN TV Corp.
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Delaware | | 001-31311 | | 05-0501252 |
| | | | | |
(State or Other
Jurisdiction of
Incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
LIN Television Corporation
(Exact Name of Registrant as Specified in Charter)
| | | | | |
| Delaware | | 000-25206 | | 13-3581627 |
| | | | | |
(State or Other
Jurisdiction of
Incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
| | | |
| Four Richmond Square, Suite 200, Providence, Rhode Island | | 02906 |
| | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(401) 454-2880
(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 (seeGeneral 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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On February 4, 2005, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of LIN TV Corp. (the “Company”) determined the amount of cash bonuses for 2004 performance and 2005 salary to be paid to the Company’s named executive officers and the projected bonus targets for 2005. Bonuses were determined based upon the achievement of certain strategic objectives, Company performance targets identified at the beginning of the year and other subjective factors. The following table sets forth the 2004 cash bonuses and 2005 salary to be paid to the Company’s following named executive officers:
| | | | | | | | | |
| Executive Officer | | 2004 Bonus | | | 2005 Salary | |
| Vincent L. Sadusky | | $ | 240,000 | | | $ | 386,000 | |
| Chief Financial Officer and Treasurer | | | | | | | | |
| | | | | | | | | |
| Paul Karpowicz | | $ | 250,000 | | | $ | 409,000 | |
| Vice President, Television | | | | | | | | |
| | | | | | | | | |
| Gregory M. Schmidt | | $ | 184,000 | | | $ | 388,000 | |
| Vice President, New Development, General | | | | | | | | |
| Council & Secretary | | | | | | | | |
| | | | | | | | | |
| Peter E. Maloney | | $ | 106,000 | | | $ | 227,000 | |
| Vice President, Finance | | | | | | | | |
Annual salary amounts for Gary R. Chapman, Chairman, President and Chief Executive Officer are governed by an employment agreement dated January 1, 2002 (filed as Exhibit 10.13 to the Annual report on Form 10-K of LIN Television Corporation for the fiscal year ended December 31, 2001). On February 4, 2005, the Compensation Committee approved a cash bonus to be payable to Mr. Chapman of $800,000 for 2004.
On February 9, 2005, LIN Television Corporation entered into a definitive agreement to acquire WNDY, the UPN affiliate serving Indianapolis, Indiana and WWHO, the UPN affiliate serving Columbus, Ohio from Viacom, Inc for $85 million in cash which will be funded by a combination of cash on hand and proceeds from the Company’s Senior Credit Facilities. The acquisition agreement provides for customary representations and warranties and closing conditions, including the receipt of applicable regulatory approvals. A copy of the press release announcing the acquisition is attached as Exhibit 99.1 and is incorporated herein by reference.
Mr. Karpowicz and the Company entered into an agreement on February 10, 2005, under which Mr. Karpowicz, in exchange for ownership of an automobile previously purchased by the Company for his use, agreed for a period of one year not to induce certain employees of the Company to leave its employment.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 7, 2005 Paul Karpowicz, Vice President, Television resigned from his duties as principal operating officer and as a director of the Company. Mr. Karpowicz and the Company entered into an agreement on February 10, 2005, under which Mr. Karpowicz, in exchange for ownership of an automobile previously purchased by the Company for his use, agreed for a period of one year not to induce certain employees of the Company to leave its employment.
Item 9.01. Financial Statements and Exhibits
| | | |
| 99.1 | | Press release dated February 9, 2005. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| | LIN TV Corp.
| |
| Date: February 10, 2005 | By: | /s/ William A. Cunningham | |
| | Name: | William A. Cunningham | |
| | Title: | Vice President and Controller | |
| |
| | LIN Television Corporation
| |
| Date: February 10, 2005 | By: | /s/ William A. Cunningham | |
| | Name: | William A. Cunningham | |
| | Title: | Vice President and Controller | |
| |
EXHIBIT INDEX
| | | |
| Exhibit Number | | Description |
| 99.1 | | Press Release dated February 9, 2005. |
