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Form 8-K SAGA COMMUNICATIONS INC For: Apr 09

April 9, 2015 4:45 PM 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

 

Date of Report (Date of earliest event reported): April 9, 2015

 

 

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   1-11588   38-3042953
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

73 Kercheval Avenue    
Grosse Pointe Farms, MI   48236
(Address of Principal Executive Offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: (313) 886-7070

 

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 5.02.Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On April 9, 2015, Saga Communications, Inc. (the “Company”) announced that Robert Lawrence is joining the Company as Vice President and Group Program Director, effective April 13, 2015. A copy of the press release announcing the hiring of Mr. Lawrence is attached as Exhibit 99.1 to this Form 8-K.

 

Mr. Lawrence, age 57, previously was President and CEO of BGLawrence, Inc. (dba Pinnacle Media Worldwide “Pinnacle”) a company that he founded in 2001. Pinnacle worked with radio clients in the areas of strategic research, product direction, and brand focus. Prior to founding Pinnacle, Mr. Lawrence had a long and successful career in programming at a number of top performing radio stations across the country.

 

In connection with his hiring as Vice President and Group Program Director, Mr. Lawrence entered into a Letter of Employment, dated April 2, 2015. Under the agreement Mr. Lawrence is employed on an “at will” basis, is entitled to an annual base salary of $250,000, and is eligible to participate in the Company’s standard benefit plans, including health, dental, life and disability insurance coverage, upon meeting eligibility requirements. In addition, Mr. Lawrence, as an executive officer, is eligible, as a participant in the Company’s Second Amended and Restated 2005 Incentive Compensation Plan (the “Plan”), to receive award grants, as determined in the discretion of the Company’s Compensation Committee, pursuant to the terms of the Plan.

 

Mr. Lawrence has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

The Company has elected to delay the filing of this Current Report on Form 8-K until the public announcement of Mr. Lawrence’s hiring in a press release in reliance on the instruction provided under item 5.02(c) of Form 8-K.

 

 

Item 9.01.Financial Statements and Exhibits.

 

  (d)Exhibits.

 

99.1Press Release dated April 9, 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.

 

 

  SAGA COMMUNICATIONS, INC.  
       
       
Dated: April 9, 2015 By: /s/ Samuel D. Bush  
    Samuel D. Bush  
    Senior Vice President and Chief  
    Financial Officer  

 

 
 

 

INDEX OF EXHIBITS

 

Exhibit No. Description
99.1 Press Release dated April 9, 2015.

  

 

 

 

Saga Communications, Inc. Announces that Bob Lawrence is Joining the Company as Vice President/Group Program Director

GROSSE POINTE FARMS, Mich., April 9, 2015 /PRNewswire/ -- Saga Communications, Inc. (NYSE MKT: SGA) today reported that Bob Lawrence is joining the company as Vice President and Group Program Director. Bob previously was President and CEO of Pinnacle Media Worldwide, a company that worked with radio clients in the areas of strategic research, product direction, and brand focus.

Edward K. Christian, President and Chief Executive Officer of Saga Communications, Inc. said, "We had excellent candidates express interest in the position of Vice President and Group Program Director for Saga. We have worked with Bob Lawrence and Pinnacle for years and have always been impressed with his radio knowledge, analysis, and solutions to problems. He already understands the Saga culture and this will be a seamless transition for him and us. I welcome Bob as a member of our team."

Bob Lawrence said, "I'm so very honored and thrilled that Ed Christian has invited me to join the many talented managers and programmers at one of the most respected and successful media companies in the industry. Leaving such a labor of love as Pinnacle Media after so many years is indeed, difficult. I have created so many wonderful, lifelong friendships but I am very blessed and grateful for this new and exciting chapter with Saga."

Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 25 markets, including 62 FM and 30 AM radio stations, 1 state radio network, 4 television stations and 5 low-power television stations. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.



CONTACT: Samuel D. Bush, 313/886-7070



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