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 14, 2009
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
|
1-9824
(Commission
File
Number)
|
52-2080478
(I.R.S.
Employer
Identification
No.)
|
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 April
14, 2009, The McClatchy Company (“McClatchy” or the “Company”) received notice
from the New York Stock Exchange (NYSE) that it is not in compliance with the
exchange’s continued listing standard for total market capitalization and
stockholders’ equity. NYSE continued listing standards
applicable to the company include average market capitalization of no less than
$75 million over a 30 trading-day period and stockholders’ equity of no less
than $75 million.
The
Company is now considered below the criteria for the continued listing standards
because as of April 8, 2009, its total market capitalization was less than the
minimum of $75 million over a consecutive 30-trading-day period and its last
reported stockholders’ equity on its most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission (SEC) was $52.4 million, also
less than $75 million.
In
accordance with NYSE procedures, McClatchy has 45 days from the receipt of the
notice to submit a plan to the NYSE demonstrating how it intends to comply with
the NYSE’s continued listing standards within 18 months from the receipt of the
notice. McClatchy intends to develop a plan to bring the company in compliance
with the listing standards within the required timeframe.
McClatchy
previously announced in February 2009 that it had been notified by the NYSE that
it is not in compliance with the NYSE's continued listing standard for the
average price per share of the company’s Class A publicly traded common shares
of less than $1.00 over a consecutive 30-trading-day
period. Subsequently, the NYSE announced that this standard was
temporarily suspended through June 30, 2009 and McClatchy has until at least
December 7, 2009 to bring the Company into compliance with the average trading
price listing standard. In the event the NYSE further extends its
suspension of this standard, the Company expects that its compliance deadline
would also be extended.
The
Company’s Class A Common Stock remains listed on the NYSE under the symbol
“MNI,” but have 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 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,
McClatchy’s ability to achieve and maintain a share price and average price and
total market capitalization and stockholders’ equity values that are in
compliance with the NYSE listing standards ; commencement by the NYSE of
suspension and delisting procedures if McClatchy fails to implement successfully
a plan to correct non-compliance with the NYSE listing standards; 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 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.
April 17,
2009 The McClatchy
Company
/s/ Patrick J.
Talamantes
By: Patrick J. Talamantes
Vice President and Chief Financial Officer