8-K

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): June 11, 2021

A. H. BELO CORPORATION

(Exact name of registrant as specified in its charter)  

Commission file number: 1-33741

Texas	38-3765318
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
P. O. Box 224866, Dallas, Texas 75222-4866	(214) 977-7342
(Address of principal executive offices, including zip code)	(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Series A Common Stock, $0.01 par value	AHC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
‎

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 11, 2021, A. H. Belo Corporation (the “Company”), acting pursuant to authorization from its Board of Directors, notified the New York Stock Exchange (the “NYSE”) of its intention to voluntarily withdraw the listing of its Series A common stock, par value $0.01 per share (the “Series A Common Stock”), from the NYSE and transfer the listing to the Nasdaq Capital Market (“Nasdaq”).

The Series A Common Stock has been approved for listing on Nasdaq, where it will trade under the new ticker symbol “DALN.” The Company expects that listing and trading of its Series A Common Stock on the NYSE will end at market close on or about June 28, 2021, and that trading will begin on Nasdaq at market open on or about June 29, 2021.

Item 7.01. Regulation FD Disclosure.

On June 16, 2021, the Company issued a press release announcing the transfer of its Series A Common Stock to Nasdaq and the change of the Company’s name to DallasNews Corporation, in each case effective as of June 29, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to Item 7.01 (including the information in Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release issued by A. H. Belo Corporation on June 16, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

Date: June 16, 2021	A. H. BELO CORPORATION
	By:	/s/ Christine E. Larkin
		Christine E. Larkin
		Senior Vice President/General Counsel

EX-99.1

Exhibit 99.1

A. H.BeloCorporationAnnouncesTransfer of Stock Exchange Listing to Nasdaq and

Name Change to DallasNews Corporation

DALLAS–A. H. Belo Corporation (NYSE: AHC) (the “Company”) today announced that it will transfer the listing of its Series A common stock from the New York Stock Exchange to the Nasdaq Capital Market (“Nasdaq”) commencing with trading on June29, 2021. The Company’s new ticker symbol will be “DALN.” The decision to move to Nasdaq follows an internal review of what market best serves the Company’s interests going forward, according to Katy Murray, executive vice president and Chief Financial Officer. 

Concurrent with its listing on Nasdaq, the Company will change its name to DallasNews Corporation. The name change was approved by approximately 99.4percent of the votes represented at the Company’s annual meeting held on May 13, 2021. The name change and website DallasNewsCorporation.com will be effective on June29, 2021.

AboutA.H.BeloCorporation

A. H. Belo Corporation is the leading local news and information publishing company in Texas. The Company has a growing presence in emerging media and digital marketing, and maintains capabilities related to commercial printing, distribution and direct mail. A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles. For additional information, visit www.ahbelo.com or email invest@ahbelo.com.

Statements in this communication concerning A. H. Belo Corporation’s business outlook or future economic performance, revenues, expenses, and other financial and non-financial items that are not historical facts, including statementsaboutthe Company’s expectations relating tothe reverse stock split,are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; cybersecurity incidents; technology obsolescence; and the current and future impacts of the COVID-19 pandemic. Among other risks, there can be no guarantee that the board of directors will approve a quarterly dividend in future quarters; as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.

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Document and Entity Information	Jun. 11, 2021
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jun. 11, 2021
Entity Registrant Name	A. H. BELO CORPORATION
Entity File Number	1-33741
Entity Incorporation, State or Country Code	TX
Entity Tax Identification Number	38-3765318
Entity Address, Address Line One	P. O. Box 224866
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75222-4866
City Area Code	214
Local Phone Number	977-7342
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Title of 12(b) Security	Series A Common Stock, $0.01 par value
Trading Symbol	AHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001413898
Amendment Flag	false