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): February 4, 2009
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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1-9824
(Commission
File
Number)
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52-2080478
(I.R.S.
Employer
Identification
No.)
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2100
Q Street
Sacramento,
CA 95816
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code (916) 321-1846
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))
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On
February 4, 2009, The McClatchy Company (the “Company”) was notified (the
“Notice”) by the New York Stock Exchange (“NYSE”) that it is not in compliance
with the NYSE’s continued listing standards. The NYSE’s Notice
indicated that as of February 2, 2009, the Company’s thirty (30) trading-day
average closing share price for its Class A Common Stock was $.98, which was
below the NYSE’s quantitative listing standard requiring NYSE listed companies
to have an average closing price of any listed security not below $1.00 per
share for any consecutive thirty (30) trading-day period (the “Share Price
Deficiency”). Under the applicable rules and regulations of the NYSE,
the Company has ten (10) business days from the receipt of the Notice, or until
February 19, 2009, to notify the NYSE of its intent to cure this
deficiency.
Under
applicable rules and regulations of the NYSE regarding the Share Price
Deficiency, the Company has six (6) months from the date of the Notice to cure
the Share Price Deficiency. If the Company is not compliant by that
date, its Class A Common Stock will be subject to suspension and delisting by
the NYSE.
The
Company is currently exploring alternatives for curing the Share Price
Deficiency and restoring compliance with the continued listing standards and
intends to notify the NYSE within the required ten (10) business day period that
it intends to cure the deficiency. The Company’s Class A Common Stock
remains listed on the NYSE under the symbol “MNI,” but will be assigned a “.BC”
indicator by the NYSE so as to signify that the Company is not currently in
compliance with the NYSE’s continued quantitative listing
standards. Although the Company intends to cure this deficiency and
return to compliance with the NYSE continued listing requirements, there can be
no assurance that it will be able to do so.
Safe
Harbor Statement
This
report contains forward-looking statements within the meaning of the Private
Securities Reform Act of 1995. All forward-looking statements are based on
management’s current expectations and beliefs and are subject to known and
unknown risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements. Any
statements that are not statements of historical fact (including statements
containing the words “believes,” “plans,” “anticipates,” “expects,” estimates
and similar expressions) should also be considered to be forward-looking
statements. There are a number of important risks and uncertainties
that could cause actual results or events to differ materially from those
indicated by such forward-looking statements, including: but not limited to, the
Company’s ability to achieve and maintain a share price and average price above
$1.00 per share of its Class A Common Stock at the expiration of the six-month
cure period; commencement by the NYSE of suspension and delisting procedures for
failure to implement successfully a plan to correct non-compliance with the NYSE
listing standards; even if such minimum price is achieved and maintained, the
Company’s ability to continue to satisfy the NYSE’s other qualitative and
quantitative listing standards for continued listing; and the NYSE’s right to
take more immediate listing action in the event that the stock trades at levels
that are viewed as “abnormally low” on a sustained basis or based on other
qualitative factors. Accordingly, you should not place undue reliance
on any forward-looking statements contained in this report. Such
forward-looking statements speak only as of the date of this report and the
Company undertakes no obligation to revise or update any forward-looking
statements
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, thereunto
duly authorized.
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February
6, 2009
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The
McClatchy Company
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By:
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/s/ Patrick J. Talamantes | |
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Patrick
J. Talamantes
Vice
President and Chief Financial
Officer
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