Liberty Media Corp - Current report filing (8-K)
14 8월 2008 - 7:05PM
Edgar (US Regulatory)
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):
August 12,
2008
LIBERTY
MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
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000-51990
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84-1288730
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(720) 875-5400
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 (see
General Instruction A.2. below):
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 5.02(d)
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On August 12, 2008, the board of directors (the
Board
)
of Liberty Media Corporation (the
Company
) elected Evan D. Malone to
serve as a Class I director.
Following Mr. Malones election, the Company has a total of 9
directors, divided among 3 classes. At
this time, the Company does not expect Mr. Malone to serve on any of the
committees of the Board. Mr. Malone
is an engineering consultant and is the son of John C. Malone, the Chairman of
the Board and a director of the Company.
In connection with his election to the
Board, as of August 13, 2008, the Board granted to Evan Malone
non-employee director options under the Companys 2002 Nonemployee Director
Incentive Plan, as amended. Mr. Malone
received a grant of options to purchase 3,680 shares of the Companys Series A
Liberty Interactive common stock, 2,470 shares of the Companys Series A
Liberty Entertainment common stock and 685 shares of the Companys Series A
Liberty Capital common stock, in each case, at an exercise price equal to the
closing price of the applicable series of common stock on August 13,
2008. The options become exercisable on
the first anniversary of the grant date, or on such earlier date that Mr. Malone
ceases to be a director because of death or disability, and will terminate
without becoming exercisable if Mr. Malone resigns or is removed from the
Board before the vesting date. Once
vested, the options will remain exercisable until the seventh anniversary of
the grant date, or, if earlier, until the first business day following the
first anniversary of the date Mr. Malone ceases to be a director.
On August 13, 2008, the Company issued a press
release announcing Evan Malones election to the Board, a copy of which is
included as Exhibit 99.1 to this Current Report.
Item
5.03(a)
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year
On August 12, 2008, the Board adopted the
amended and restated Bylaws of the Company (the
Amended Bylaws
). Effective immediately, the Amended Bylaws
revised the Companys stockholder proposal and nomination procedures. Below is a summary of the revised procedures:
All nominations by
stockholders or other business to be properly brought before a meeting of
stockholders must be made pursuant to timely notice in proper written form
(inclusive of all information required by the Amended Bylaws) to the Companys
Secretary. To be timely, a stockholders notice must be given to the Secretary
at the Companys offices as follows:
(1) with respect to an annual meeting of
stockholders that is called for a date not more than 30 days before or after
the anniversary date of the immediately preceding annual meeting of
stockholders, such notice must be given no earlier than the close of business
on the 90th day prior to such anniversary and no later than the close of
business on the 60th day prior to such anniversary;
(2) with respect to an annual meeting of
stockholders that is called for a date which is more than 30 days before or
after the anniversary date of the immediately preceding annual meeting of
stockholders, such notice must be given no later than the close of business on
the 10th day following the day on which the Company first publicly announced
the date of the current annual meeting or the day on which notice of the
meeting date was communicated to stockholders, whichever occurs first; and
(3) with respect to an election to be held
at a special meeting of stockholders, not earlier than the close of business on
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement was first made of the date
of the special meeting and the proposed nominees.
The public
announcement of an adjournment or postponement of a meeting of stockholders
does not commence a new time period (or extend any time period) for the giving
of any such stockholder notice. However, if the number of directors to be
elected to the Board at an annual meeting
2
is increased, and the
Company does not make a public announcement naming all of the nominees for
director or specifying the size of the increased Board at least 100 days prior
to the anniversary date of the immediately preceding annual meeting, a
stockholders notice will also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it is delivered to
the Secretary at the Companys offices no later than the close of business on
the 10th day following the day on which the Company first made the relevant
public announcement.
For a description of the
corresponding provisions of the Companys prior Bylaws, please see the information included under the heading Description
of our Capital Stock Anti-Takeover Effects of Provisions of Our Restated
Certificate of Incorporation and Bylaws Advance Notice Procedures in the
Registration Statement on Form S-1/A of Liberty Media LLC (f/ka/ Liberty
Media Corporation), the predecessor of the Company, as filed with the SEC on June 14,
2001.
The foregoing description of the Amended Bylaws is
qualified in its entirety by reference to the full text of the Amended Bylaws
included as Exhibit 3.1 to this Current Report.
Item 7.01
Regulation FD Disclosure
On August 12, 2008, the Board authorized the
repurchase of up to $300 million of the Companys Liberty Capital common stock.
This Item 7.01 disclosure and the portion of the
press release relating to this repurchase attached hereto as Exhibit 99.1
are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction
of the public disclosure requirements of Regulation FD.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
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Name
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3.1
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Bylaws of Liberty Media
Corporation (as amended and restated on August 12, 2008)
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99.1
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Press release, dated
August 13, 2008
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3
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
Date:
August 13, 2008
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LIBERTY MEDIA
CORPORATION
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By:
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/s/ Charles Y. Tanabe
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Name: Charles Y. Tanabe
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Title: Executive Vice President and General
Counsel
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4
EXHIBIT
INDEX
Exhibit No.
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Name
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3.1
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Bylaws of Liberty Media
Corporation (as amended and restated on August 12, 2008)
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99.1
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Press release, dated
August 13, 2008
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5
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