UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 11, 2021, A. H. Belo Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its Series A common stock, par value $0.01 per share (the “Series A Common Stock”), from the NYSE and transfer the listing to the Nasdaq Capital Market (“Nasdaq”).
The Series A Common Stock has been approved for listing on Nasdaq, where it will trade under the new ticker symbol “DALN.” The Company expects that listing and trading of its Series A Common Stock on the NYSE will end at market close on or about June 28, 2021, and that trading will begin on Nasdaq at market open on or about June 29, 2021.
Item 7.01. Regulation FD Disclosure.
On June 16, 2021, the Company issued a press release announcing the transfer of its Series A Common Stock to Nasdaq and the change of the Company’s name to DallasNews Corporation, in each case effective as of June 29, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Press Release issued by A. H. Belo Corporation on June 16, 2021 | |||
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
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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 thereunto duly authorized.
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Date: June 16, 2021 |
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| A. H. BELO CORPORATION | ||
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| By: |
| /s/ Christine E. Larkin |
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| Christine E. Larkin |
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| Senior Vice President/General Counsel |
Exhibit 99.1
A. H. Belo Corporation Announces Transfer of Stock Exchange Listing to Nasdaq and
Name Change to DallasNews Corporation
DALLAS – A. H. Belo Corporation (NYSE: AHC) (the “Company”) today announced that it will transfer the listing of its Series A common stock from the New York Stock Exchange to the Nasdaq Capital Market (“Nasdaq”) commencing with trading on June 29, 2021. The Company’s new ticker symbol will be “DALN.” The decision to move to Nasdaq follows an internal review of what market best serves the Company’s interests going forward, according to Katy Murray, executive vice president and Chief Financial Officer.
Concurrent with its listing on Nasdaq, the Company will change its name to DallasNews Corporation. The name change was approved by approximately 99.4 percent of the votes represented at the Company’s annual meeting held on May 13, 2021. The name change and website DallasNewsCorporation.com will be effective on June 29, 2021.
About A. H. Belo Corporation
A. H. Belo Corporation is the leading local news and information publishing company in Texas. The Company has a growing presence in emerging media and digital marketing, and maintains capabilities related to commercial printing, distribution and direct mail. A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles. For additional information, visit www.ahbelo.com or email invest@ahbelo.com.
Statements in this communication concerning A. H. Belo Corporation’s business outlook or future economic performance, revenues, expenses, and other financial and non-financial items that are not historical facts, including statements about the Company’s expectations relating to the reverse stock split, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; cybersecurity incidents; technology obsolescence; and the current and future impacts of the COVID-19 pandemic. Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters; as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.