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 31, 2017
The New York Times Company
(Exact name of registrant as specified in its charter)
| | | | |
| New York | | 1-5837 | | 13-1102020 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
| 620 Eighth Avenue, New York, New York | | 10018 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 556-1234
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):
| ☐ | 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 7.01 Regulation FD Communication.
On May 31, 2017, The New York Times Company (the “Company”) provided a communication to newsroom employees with respect to a planned workforce reduction, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The Company expects to incur approximately $17 to $23 million of total charges in connection with this workforce reduction, with approximately $17 million to be recorded in the second quarter of 2017, and the balance, if any, to be recorded in the third quarter of 2017.
Some of the statements included in this Current Report on Form 8-K, particularly those regarding expected charges in connection with the planned workforce reduction, are forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those predicted. These risks and uncertainties include changes in the business and competitive environment in which the Company operates, the impact of national and local conditions and developments in technology, each of which could influence the levels (rate and volume) of the Company’s circulation and advertising, the growth of its businesses and the implementation of its strategic initiatives. They also include other risks detailed from time to time in the Company’s publicly filed documents, including its Annual Report on Form 10-K for the fiscal year ended December 25, 2016. Any forward-looking statements are and will be based upon the Company’s then-current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit Number | | Description |
| |
| Exhibit 99.1 | | The New York Times Company employee communication. |
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.
| | | | | | |
| | | | THE NEW YORK TIMES COMPANY |
| | | |
| Date: May 31, 2017 | | | | By: | | /s/ Diane Brayton |
| | | | | | Diane Brayton |
| | | | | | Executive Vice President, General Counsel and Secretary |
Exhibit List
| | |
Exhibit Number | | Description |
| |
| Exhibit 99.1 | | The New York Times Company employee communication. |
