-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J+iB7+ZlmNZtQ+vTLe60F4w7jNpNV4so4t35yuRO25Aezr56n/g/W38ZTYd/r2gj cR5YDL6t+qdzF+BV30Jqxw== 0000950142-08-001025.txt : 20080513 0000950142-08-001025.hdr.sgml : 20080513 20080513082224 ACCESSION NUMBER: 0000950142-08-001025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080507 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080513 DATE AS OF CHANGE: 20080513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN-TIMES MEDIA GROUP INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14164 FILM NUMBER: 08825785 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: HOLLINGER INTERNATIONAL INC DATE OF NAME CHANGE: 19951020 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 8-K 1 form8k_050708.htm CURRENT REPORT
 

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)      May 7, 2008

 

 

SUN-TIMES MEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

1-14164

95-3518892

(Commission File Number)

(I.R.S. Employer Identification No.)

 

 

350 North Orleans, 10-S
Chicago, Illinois

60654

(Address of principal executive offices)

(Zip Code)

 

(312) 321-2299

(Registrant’s Telephone Number, Including Area Code)

 

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

 

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):

 

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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 7, 2008, NYSE Regulation, Inc. announced that it intends to suspend the trading in Sun-Times Media Group, Inc. (the “Company”) Class A Common Stock on the New York Stock Exchange (the “NYSE”) prior to the market opening on May 14, 2008. The determination to suspend trading was based on the fact that the Company is not in compliance with the NYSE’s continued listing standards because over a consecutive 30 trading day period the Company’s average total market capitalization was less than $75 million and the Company’s most recently reported shareholders’ equity was below $75 million. In addition, the Company has fallen below the NYSE’s continued listing standards for $1.00 average closing price over a consecutive 30 trading day period. On May 7, 2008, the Company announced it notified NYSE Regulation that the Company did not intend to attempt to cure the non-compliance with the NYSE’s continued listing standards relating to average closing share price and average market capitalization. On May 8, 2008, the Company was formally notified by NYSE Regulation that it determined that the stock should be delisted from the NYSE. The Company expects that after its delisting from the NYSE, the Company’s Class A Common Stock will trade on the OTC Bulletin Board. However, there can be no assurance as to the volume and liquidity of trading that will result or the extent to which brokers will be willing to make a market in the Class A Common Stock.

A copy of the press release issued by the Company is included as Exhibit 99.1 and incorporated by reference herein.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Exhibits.

 

EXHIBIT NO.

DESCRIPTION

 

99.1

Press Release, dated May 7, 2008.

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

SUN-TIMES MEDIA GROUP, INC.
(Registrant)

Dated:  May 13, 2008

 



By: 



/s/ James D. McDonough

 

 

 

Name:   James D. McDonough

Title:    Vice President, General Counsel
               and Secretary

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

99.1

Press Release, dated May 7, 2008

 

 

 

 

 EX-99 2 ex99-1form8k_050708.htm EXHIBIT 99.1

Exhibit 99.1

Sun-Times Media Group Announces Expected New York Stock Exchange Delisting

Shares Expected to Trade on OTC Bulletin Board;

Business Operations, Strategic Alternative Process Will Not Be

Affected

CHICAGO, May 07, 2008 (BUSINESS WIRE) -- Sun-Times Media Group, Inc. (NYSE: SVN) (the “Company”), whose Class A Common Stock is listed on the New York Stock Exchange (“NYSE”), today announced that, it has notified NYSE Regulation, Inc. that the Company does not intend to attempt to cure its previously announced non-compliance with the NYSE's continued listing standards relating to average closing share price and average market capitalization. The Company expects the NYSE to suspend trading of the Class A Common Stock and to commence procedures to delist the stock, which the Company does not intend to appeal. The Company expects to move trading of the Class A Common Stock to the OTC Bulletin Board, effective upon delisting from the NYSE.

Cyrus F. Freidheim, Jr., President and Chief Executive Officer, stated: “It is important to note this decision will not impact the Company's financial status or organization, nor will it have any effect on the way we conduct our business, or on the nature of our existing and future customer and partner relationships. It will also have no impact on Sun-Times Media Group's previously announced plan to explore strategic alternatives for the Company.”

Mr. Freidheim emphasized that this decision will not affect the Company's reporting and other obligations under the federal securities laws and that the Company will continue to report to shareholders on the same basis it has been. “We remain committed to achieving the goals we've shared all along: improved operating performance, resolution of the Company's unique legacy issues, and exploration of strategic alternatives for the Company.”

The OTC Bulletin Board (http://otcbb.com/) is neither a “listed” market nor a “stock exchange.” Instead, it operates as a voluntary electronic quotation system that allows market makers to enter quotations for a security and offers investors real-time access to quotes, last-sale prices and volume information in over-the-counter equities.

About Sun-Times Media Group

Sun-Times Media Group is dedicated to being the premier source of local news and information for the greater Chicago area. Its media properties include the Chicago Sun-Times and Suntimes.com as well as newspapers and Web sites serving more than 200 communities across Chicago. Further information can be found at www.thesuntimesgroup.com.

 

Cautionary Statement on Forward-Looking Statements

Certain statements made in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “project,” “will be,” “will continue,” “will likely result” or similar words or phrases. Forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from the forward-looking statements. The risks and uncertainties are detailed from time to time in reports filed by Sun-Times Media Group with the Securities and Exchange Commission, including in its Forms 10-K and 10-Q. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all such risk factors on the Company's business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward- looking statements as a prediction of actual results.

SOURCE: Sun-Times Media Group, Inc.

Sun-Times Media Group, Inc.

Tammy Chase

Director of Investor Relations

(312) 321-3230 or tchase@suntimes.com

 

 

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