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Form 8-K NEWS CORP For: May 10

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May 11, 2015 8:13 AM EDT
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
 
May 10, 2015
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
 
     

 
NEWS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
     

 
         
Delaware
 
001-35769
 
46-2950970
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
 
(COMMISSION FILE NO.)
 
(IRS EMPLOYER
IDENTIFICATION NO.)
 
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
(212) 416-3400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
 
     

 
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))
 


Item 8.01
Other Events.
Under News Corporation's (the "Company") stock repurchase program (the "Repurchase Program"), the Company is authorized to acquire from time to time up to $500 million of the Company's outstanding shares of Class A common stock. Under the rules of the Australian Securities Exchange (the "ASX"), the Company is required to provide to the ASX, on a daily basis, disclosure of transactions pursuant to the Repurchase Program, if any. The Company also discloses information concerning the Repurchase Program in the Company's quarterly and annual reports.
Attached as Exhibit 99.1 is a copy of the information provided to the ASX on the date noted on Exhibit 99.1.
On May 10, 2015, the Company issued a press release announcing the repurchase of shares under the Repurchase Program.  Attached as Exhibit 99.2 is a copy of the Company's press release.

Item 9.01
Financial Statements and Exhibits. 
 
 (d)  Exhibits.
 
 
Exhibit No.
 
Description
99.1
 
Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
 
 99.2
Press Release issued by News Corporation, dated May 10, 2015.



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.
 
       
 
NEWS CORPORATION
(REGISTRANT)
     
 
By:
 
/s/    Michael L. Bunder
   
 
Michael L. Bunder
   
 
Senior Vice President, Deputy General Counsel and Corporate Secretary
Dated: May 11, 2015


Exhibit Index
 
 
Exhibit No.
  
Description
99.1
  
Information provided to the Australian Securities Exchange on the date noted on Exhibit 99.1.
 
99.2
Press Release issued by News Corporation, dated May 10, 2015.


Exhibit 99.1
 
Rule 3.8A
Appendix 3E

Daily share buy-back notice
(except minimum holding buy-back and
Selective buy-back)

Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/9/99. Origin: rule 3.6, Appendix 7C. Amended 30/9/2001, 11/01/10

Name of entity
  
ARBN
NEWS CORPORATION
  
163 882 933

We (the entity) give ASX the following information.

 
Information about buy-back

1
Type of buy-back
On market buy-back on NASDAQ only
     
2
Date Appendix 3C was given to ASX
19 June 2013

Total of all shares bought back, or in relation to which acceptances have been received, before, and on, previous day

   
Before previous day
 
Previous day
3
Number of shares bought back or if buy-back is an equal access scheme, in relation to which acceptances have been
 
NASDAQ
0 CLASS B
329,866 CLASS A

ASX
0 CLASS B
0 CLASS A
4
Total consideration paid or payable for the shares
 
NASDAQ
US$0 CLASS B
US$4,993,413 CLASS A

ASX
A$0 CLASS B
A$0 CLASS A



   
Before previous day
 
Previous day
5
If buy-back is an on-market buy-back
 
NASDAQ-CLASS B
highest price paid: US$  N/A
lowest price paid: US$   N/A

NASDAQ-CLASS A
highest price paid: US$15.18
lowest price paid:  US$15.09

ASX-CLASS B
highest price paid: A$  N/A
lowest price paid: A$   N/A

ASX-CLASS A
highest price paid: A$  N/A
lowest price paid: A$   N/A

highest price allowed under rule 7.33:
ASX-CLASS B
A$  N/A
ASX-CLASS A
A$  N/A
 
 
 
 
Participation by directors
6
Deleted 30/9/2001
 
 

How many shares may still be bought back?
7
If the company has disclosed an intention to buy back a minimum number of shares – the remaining number of shares to be bought back
  

Compliance statement

1. The company is in compliance with all Corporations Act requirements relevant to this buy-back.

2. There is no information that the listing rules require to be disclosed that has not already been disclosed, or is not contained in, or attached to, this form.

                        
Sign here:
/s/ Stacey Brown                                  
 
Date: 11 May 2015
 
(Company Secretary – Australia)
 
 
 
 
 
 
Print name:
Stacey Brown
 
 
 
 
 
 

Exhibit 99.2
 
News Corp Begins Executing On Stock Buyback Program
 
New York, NY – May 10, 2015 – News Corp announced today that it has begun repurchasing shares of Class A Common Stock under its previously disclosed buyback program.
 
This marks the first time the company has bought back stock under the program since the "new" News Corp was established as a separate, publicly-traded company in mid-2013.  

"We had indicated to investors that we needed two years to set the new News firmly on a digital and global course, and are confident that the substantial progress made thus far enables us to take this positive action ahead of schedule," said News Corp Chief Executive Robert Thomson.  "The development of our print businesses, the prudent extension of our portfolio and the stewardship of our resources mean that we are able to consider our capital allocation options from a position of strength. Our buyback program is clearly a vote of confidence in the company's prospects and its potential."

Future repurchases, if any, will depend on the company's liquidity and cash flow, as well as general market conditions and other considerations.
 
Since the separation of News Corporation into two companies in 2013, News Corp has pursued a strategy of digital and global growth, and has created a diverse line of businesses, bolstered by such acquisitions as Harlequin and Move, Inc.
 
ooo
 
Forward-Looking Statements
 
This document contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's views and assumptions regarding future events and business performance as of the time the statements are made. Actual results may differ materially from these expectations due to changes in global economic, business, competitive market and regulatory and other factors. More detailed information about these and other factors that could affect future results is contained in News Corp's filings with the Securities and Exchange Commission. The "forward-looking statements" included in this document are made only as of the date of this document and we do not have any obligation to publicly update any "forward-looking statements" to reflect subsequent events or circumstances, except as required by law.

About News Corporation
News Corporation (NASDAQ: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content to consumers throughout the world. The company comprises businesses across a range of media, including: news and information services, book publishing, cable network programming in Australia, digital real estate services, digital education, and pay-TV distribution in Australia. Headquartered in New York, the activities of News Corporation are conducted primarily in the United States, Australia, and the United Kingdom. More information is available at: www.newscorp.com.


Contacts:

Michael Florin
Investor Relations
212-416-3363

Jim Kennedy
Corporate Communications
212-416-4064

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