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 2, 2015
SINCLAIR BROADCAST GROUP, INC.
(Exact name of registrant)
Maryland |
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000-26076 |
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52-1494660 |
(State of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
10706 Beaver Dam Road
Hunt Valley, MD 21030
(Address of principal executive offices and zip code)
(410) 568-1500
(Registrants telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SINCLAIR BROADCAST GROUP, INC.
Item 8.01 Other Events
On April 2, 2015, David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (collectively, the Smith Brothers), who are the controlling stockholders of Sinclair Broadcast Group, Inc. (the Company), entered into a stockholders agreement (the New Stockholders Agreement) which is effective immediately upon the June 13, 2015 expiration of the existing stockholders agreement (the Old Stockholders Agreement) by and among the same individuals. Pursuant to the terms of the New Stockholders Agreement, each of the Smith Brothers has agreed that, through December 31, 2025, they will take all actions necessary to cause the election of each other as directors of the Company. The New Stockholders Agreement will terminate on the earlier of (i) December 31, 2025 or (ii) the date on which no class or series of the Companys capital stock is nationally traded (as defined in the New Stockholders Agreement). The New Stockholders Agreement does not apply to any issue requiring stockholder approval other than the election of directors, and it does not require the Smith Brothers to act in concert when discharging their duties as directors. The New Stockholders Agreement is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 Sinclair Broadcast Group, Inc. Stockholders Agreement (dated April 2, 2015).
SIGNATURE
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.
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SINCLAIR BROADCAST GROUP, INC. |
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By: |
/s/ David R. Bochenek |
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Name: |
David R. Bochenek |
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Title: |
Senior Vice President / Chief Accounting Officer |
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Dated: April 6, 2015 |
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Exhibit 99.1
SINCLAIR BROADCAST GROUP, INC.
STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (this Agreement) is made this 2nd day of April 2015, by and among David D. Smith, Frederick G. Smith, J. Duncan Smith, and Robert E. Smith, all of whom are residents of the State of Maryland (collectively, the Stockholders).
RECITALS
WHEREAS , each of the Stockholders owns shares of Class B Common Voting Stock (Shares) in Sinclair Broadcast Group, Inc., a Maryland corporation (the Company);
WHEREAS , the Stockholders entered into that certain Stockholders Agreement dated April 19, 2005 (the Old Agreement), pursuant to which each Stockholder covenants and agrees with each other Stockholder to take all actions necessary to vote all shares of capital stock of the Company (owned or held of record by such Stockholder) at any annual or special meeting at which directors are elected to cause the election of each of the other Stockholders as a director of the Company or to take all actions by written consent (in lieu of any such meeting) necessary to cause the election of each of the other Stockholders as a director of the Company;
WHEREAS , the Old Agreement shall terminate at the earlier of (a) June 13, 2015, or (b) the date on which no class or series of the Companys capital stock is nationally traded (the Old Agreement Termination Date); and
WHEREAS , the Stockholders believe it to be in their mutual best interests and in the best interests of the Company to agree to certain provisions as hereinafter set forth as to the voting of their respective Shares after the Old Agreement Termination Date; and
WHEREAS , in recognition of the Companys growth and successful operations under its current management and in order to provide for the orderly administration of the Companys affairs and continuity of management, the Stockholders desire to enter into this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF the mutual covenants and agreements hereinafter set forth and in consideration of the contributions of each of the Stockholders and the Company in the form of management and stewardship, the parties do hereby covenant and agree as follows:
1. This Agreement shall become effective on June 13, 2015 (the Effective Date) so long as the Companys stock is nationally traded on such date. If the Companys stock is not nationally traded on the Effective Date, then this Agreement shall not take effect. For purposes of this Agreement, a class or series of the Companys capital stock is nationally traded
if it is (i) registered under Section 12 of the Securities Exchange Act of 1934 (the Exchange Act), and
(ii) listed for trading on any national securities exchange registered under Section 7 of the Exchange Act or on the Nasdaq National Market.
2. The rights and obligations under this Agreement shall terminate as to any Stockholder at the earlier of (a) December 31, 2025, or (b) the date on which no class or series of the Companys capital stock is nationally traded, as defined above.
3. Subject to the limitations otherwise contained in this Agreement, each Stockholder covenants and agrees with each other Stockholder to take all actions necessary to vote all shares of capital stock of the Company (owned or held of record by such Stockholder) at any annual or special meeting at which directors are elected to cause the election of each of the other Stockholders as a director of the Company or to take all actions by written consent (in lieu of any such meeting) necessary to cause the election of each of the other Stockholders as a director of the Company. Each Stockholder further covenants and agrees hereby to take any and all other actions which are reasonably necessary and appropriate and consistent with the implementation of this Agreement.
4. Nothing in this Agreement shall be deemed to require any Stockholder to vote in concert with any other Stockholder on any issue requiring Stockholder approval other than the election of directors as set forth in Paragraph 2 above, nor shall anything contained herein be deemed to require a Stockholder to vote for any other Stockholder as a director of the Company if such other Stockholder has been terminated from employment by the Company for cause. Furthermore, nothing in this Agreement shall be deemed to require or imply that the Stockholders must act in concert when discharging their duties as directors of the Company.
5. It is recognized by the Stockholders that the provisions herein contained are of particular importance for the protection and promotion of the Company and their existing and future interests in the Company, and that the relationships of the parties to one another are and will be such that, in the event of any breach of this Agreement, a claim for monetary damages may not constitute an adequate remedy; and that it may, therefore, be necessary for the protection of the parties hereto and for the effectuation of the provisions herein contemplated, in the event of a breach of this Agreement, to apply for specific performance hereof. It is, accordingly, hereby agreed that no objection to the form the action, or the relief prayed for, in any proceeding for specific performance of this Agreement, will be raised by any of the Stockholders.
6. This Agreement is made and will be construed and enforced in accordance with the laws of the State of Maryland.
7. This Agreement may not be amended except by an instrument in writing signed by all of the parties to this Agreement.
8. This Agreement may be signed in counterparts, each of which may be deemed an original and shall become effective when the separate counterparts have been exchanged by the Stockholders.
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SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF , the parties hereto have executed this Agreement under seal with the intention of making it a sealed instrument as of the day and year first above written.
WITNESS: |
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STOCKHOLDER |
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/s/ Vicky D. Evans |
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/s/ David D. Smith |
Vicky D. Evans |
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David D. Smith |
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/s/ Vicky D. Evans |
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/s/ Frederick G.Smith |
Vicky D. Evans |
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Frederick G. Smith |
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/s/ Vicky D. Evans |
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/s/ J. Duncan Smith |
Vicky D. Evans |
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J. Duncan Smith |
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/s/ Vicky D. Evans |
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/s/Robert E. Smith |
Vicky D. Evans |
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Robert E. Smith |