Form 8-K

0001193125-14-201425.txt : 20140515 0001193125-14-201425.hdr.sgml : 20140515 20140515170825 ACCESSION NUMBER: 0001193125-14-201425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140514 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20140515 DATE AS OF CHANGE: 20140515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Madison Square Garden Co CENTRAL INDEX KEY: 0001469372 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 270624498 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34434 FILM NUMBER: 14848723 BUSINESS ADDRESS: STREET 1: TWO PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: (212)465-6000 MAIL ADDRESS: STREET 1: TWO PENN PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 FORMER COMPANY: FORMER CONFORMED NAME: Madison Square Garden, Inc. DATE OF NAME CHANGE: 20090730 8-K 1 d728320d8k.htm FORM 8-K Form 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): May 14, 2014

THE MADISON SQUARE GARDEN COMPANY

(Exact name of registrant as specified in its charter)

Delaware

1-34434

No. 27-0624498

(State or other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)


Two Penn Plaza New York, NY		10121
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 465-6000

N/A

(Former name or former address, if change since last report)

Check the appropriate box below if the Form 8-K 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 3.01

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

On May 9, 2014, The Madison Square Garden Company (the “Company”) announced that Richard D. Parsons resigned as a member of the Board of Directors of the Company in connection with his decision to serve as the interim Chief Executive Officer of the Los Angeles Clippers. As a result of his resignation, the Audit Committee of the Board of Directors of the Company was reduced to two independent directors. NASDAQ Listing Rule 5605 requires three independent directors on the Audit Committee. Accordingly, the Board of Directors of the Company intends to add one or more independent directors to the Board and the Audit Committee in the near term. In the interim, the Company will rely on the grace period provided by NASDAQ Listing Rule 5605(c)(4). By letter dated May 14, 2014, NASDAQ confirmed to the Company that, in accordance with the grace period, the Company will have until November 5, 2014 to bring itself back into compliance with Rule 5605.

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.


THE MADISON SQUARE GARDEN COMPANY
(Registrant)

By:		/s/ Lawrence J. Burian
Name:		Lawrence J. Burian
Title:		Executive Vice President, General Counsel and Secretary

Dated: May 15, 2014