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): October 29, 2018
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-11588 | 38-3042953 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
| 73 Kercheval Avenue | ||
| Grosse Pointe Farms, MI | 48236 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (313) 886-7070
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) |
| ¨ | 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 8.01. | Other Events. |
On October 30, 2018, Saga Communications, Inc. issued a press release announcing that it has entered into an agreement to purchase the assets of WOGK(FM), WNDT(FM), WNDD(FM) and WNDN(FM) from Ocala Broadcasting Corporation, LLC for an aggregate purchase price of $9.3 million, subject to certain purchase price adjustments. All of the stations serve the Gainseville-Ocala, Florida radio market. The press release, dated October 30, 2018, is attached as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release dated October 30, 2018. |
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.
| SAGA COMMUNICATIONS, INC. | |||
| Dated: October 30, 2018 | By: | /s/ Samuel D. Bush | |
| Samuel D. Bush | |||
| Senior Vice President and Chief | |||
| Financial Officer | |||
INDEX OF EXHIBITS
| Exhibit No. | Description |
| 99.1 | Press Release dated October 30, 2018. |
Exhibit 99.1
Saga Communications, Inc. Enters into an Agreement to Acquire 4 FM Radio Stations Serving the Gainesville – Ocala, FL Radio Market
GROSSE POINTE FARMS, Mich., Oct. 30, 2018 /PRNewswire/ -- Saga Communications, Inc. (Nasdaq -SGA) announced today that it has entered into an agreement to purchase the assets of WOGK(FM), WNDT(FM), WNDD(FM), and WNDN(FM), from Ocala Broadcasting Corporation, LLC. All the stations serve the Gainesville-Ocala, Florida radio market.
Ed Christian, President and Chief Executive Officer of Saga Communications, said, "A number of years ago we let the Dix family know that these stations would be a great fit for Saga. It's not often you get the opportunity to buy stations from the 5th generation of the founding family. We see a lot of opportunity with these stations and these markets. We are pleased that the family has decided to entrust Saga with continuing their long-standing heritage of serving the Gainesville-Ocala region with market leading WOGK (K-Country 93.7) and the WIND classic rock trimulcast. Saga intends to continue building its business in radio by identifying and acquiring middle market stations in dynamic communities."
Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 26 markets, including 75 FM and 33 AM radio stations and 75 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.
This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believes," "expects," "anticipates," "guidance" and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga's ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga's business, are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio and television broadcast industry in general, as well as Saga's actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.
CONTACT: Samuel D. Bush, 313/886-7070