UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC
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): March 23, 2009
LIN TV Corp.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-31311
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05-0501252
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Four
Richmond Square, Suite 200, Providence, Rhode Island 02906
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
(401) 454-2880
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):
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))
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(b) William
A. Cunningham, the Vice President Controller and principal accounting officer of
LIN TV Corp. (“LIN TV”) and its wholly-owned subsidiary LIN Television
Corporation (“LIN Television”) resigned from LIN TV and LIN Television effective
as of March 31, 2009 and his responsibilities have been reassigned as of March
23, 2009. Mr. Cunningham is resigning to pursue other opportunities
and has no disagreements with LIN TV or LIN Television.
(c) On
March 26, 2009, LIN TV announced the appointment of Nicholas N.
Mohamed as LIN TV’s Vice President Controller effective on March 31,
2009. Effective as of March 23, 2009, Mr. Mohamed assumed the
responsibilities of principal accounting officer of LIN TV and LIN Television.
Mr. Mohamed has been LIN TV's Vice President Finance since February,
2009.
From
May 2007 to December 2008, Mr. Mohamed, age 33, was Director of Finance Mergers
and Acquisitions at Sensata Technologies, Inc. Prior to joining Sensata
Technologies, Inc., Mr. Mohamed served as a Director at PricewaterhouseCoopers
LLP in its Transaction Services group, where he was employed in various
positions since September 1997.
In
connection with Mr. Mohamed’s appointment, the Compensation Committee of LIN
TV’s Board of Directors approved the grant to Mr. Mohamed of an option to
purchase 40,000 shares of LIN TV's class A common stock. The option
vests over a period of four years, with 25% of the option vesting on each
anniversary of the grant date, beginning one year from the date of
grant.
LIN
TV and LIN Television entered into an employment agreement with Mr. Mohamed,
effective as of February 18, 2009. The agreement provides for Mr. Mohamed to
receive a base salary of $180,000 and to be eligible for an annual bonus in an
amount up to $63,000. 75% of the target bonus amount will be payable in such
amount as is determined by the President and CEO of LIN TV and the Compensation
Committee based upon their assessment of such factors as they determine are
relevant, such as financial performance or management’s achievement of certain
goals that may be established by the President and CEO and the
Board. The remaining 25% of the target bonus amount will be payable
based upon achievement of certain revenue and EBITDA targets established by the
President and CEO of LIN TV together with the Board of Directors of LIN TV. The
term of the agreement will continue each year unless either LIN TV, LIN
Television or Mr. Mohamed terminates it. In the event that the employment
agreement is terminated by LIN TV or LIN Television “without cause” or by Mr.
Mohamed for “good reason” as defined in the agreement, Mr. Mohamed will be
entitled to receive as a severance payment the amount of his base salary and a
payment equal to the bonus he received in the prior year. In addition, during
the twelve-month period following a termination of Mr. Mohamed’s employment by
LIN TV or LIN Television “without cause” or by Mr. Mohamed for “good reason,”
LIN Television will continue to pay the employer’s portion of Mr. Mohamed’s
health and dental insurance premiums. Mr. Mohamed has agreed to preserve all
confidential and proprietary information relating to LIN TV’s and LIN
Television’s business during and after the term of the agreement. In addition,
Mr. Mohamed has agreed to non-competition and non-solicitation provisions that
are in effect during the term of the agreement and for one year thereafter. Upon
a change of control transaction or if either LIN TV or LIN Television terminate
Mr. Mohamed’s employment in anticipation of a change of control transaction, the
agreement provides that the stock options that LIN TV granted to Mr. Mohamed
(representing the right to purchase 40,000 shares of LIN TV's class A common
stock) will become fully vested. The summary of the employment agreement in this
Current Report on Form 8-K is qualified in its entirety by reference to the full
text of the employment agreement attached hereto as
Exhibit 10.1.
Item 9.01 Financial Statements
and Exhibits.
10.1
Employment Agreement between LIN TV Corp., LIN Television Corporation and
Nicholas N. Mohamed, effective February 18, 2009.
99.1
Press Release dated March 26, 2009 (furnished herewith).
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.
LIN TV Corp.
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Date: March
26, 2009
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By: /s/
Richard J. Schmaeling
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Name: Richard J.
Schmaeling
Title: Senior
Vice President Chief Financial Officer