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): September 15, 2009
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its
charter)
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
35-1542018
(I.R.S. Employer
Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE
SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
(317) 266-0100
(Registrants 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 (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 a Listing
On August 3, 2009, the Nasdaq Stock Market (Nasdaq) reinstated Markeplace Rule 5450 (a)(1) (the
Minimum Bid Price Rule) requiring a minimum $1.00 closing bid price on any Nasdaq listed
security. On September 15, 2009, Emmis Communications Corporation (the Company) received a
letter from Nasdaq notifying the Company that it no longer complies with the Minimum Bid Price
Rule, as the bid price of the Companys Class A Common Stock (listed on the Nasdaq Global Select
Market under the symbol EMMS) closed below the minimum $1.00 per share for the 30 consecutive
business days following the reinstatement of the Minimum Bid Price Rule. In accordance with
Marketplace Rule 5810(c)(3)(A), the Company has 180 calendar days, or until March 15, 2010, to
regain compliance with the Minimum Bid Price Rule. During the 180 day period, the Companys Class A
Common Stock will continue to trade on the Nasdaq Global Select Market.
If at any time before March 15, 2010, the bid price of the Companys Class A Common Stock closes at
$1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will notify the
Company that it has achieved compliance with the Minimum Bid Price Rule. If the Company does not
regain compliance with the Minimum Bid Price Rule by March 15, 2010, Nasdaq will notify the Company
that its Class A Common Stock will be delisted from the Nasdaq Global Select Market. Nasdaq rules
would then permit the Company to appeal any delisting determination by the Nasdaq staff to a
Listing Qualifications Panel.
The Company intends to actively evaluate and monitor the bid price for its Class A Common Stock
between now and March 15, 2010, and consider implementation of various options available to the
Company if its Class A Common Stock does not trade at a level that is likely to regain compliance.
The Nasdaq deficiency letter does not affect the listing of the Companys 6.25% Series A Cumulative
Convertible Preferred Stock, which will continue to trade on the Nasdaq Global Select Market under
the symbol EMMSP.
Note: Certain statements included in this report which are not statements of historical fact,
including but not limited to those identified with the words expect, will or look are
intended to be, and are, by this Note, identified as forward-looking statements, as defined in
the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results, performance or
achievements of the Company to be materially different from any future result, performance or
achievement expressed or implied by such forward-looking statement. Such factors include, among
others:
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general economic and business conditions; |
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fluctuations in the demand for advertising and demand for different types of advertising
media; |
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our ability to service our outstanding debt; |
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increased competition in our markets and the broadcasting industry; |
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our ability to attract and secure programming, on-air talent, writers and photographers; |
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inability to obtain (or to obtain timely) necessary approvals for purchase or sale
transactions or to complete the transactions for other reasons generally beyond our control; |
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increases in the costs of programming, including on-air talent; |
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inability to grow through suitable acquisitions; |
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changes in audience measurement systems |
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new or changing regulations of the Federal Communications Commission or other
governmental agencies; |
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competition from new or different technologies;
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war, terrorist acts or political instability; and |
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other factors mentioned in documents filed by the Company with the Securities and
Exchange Commission. |
The Company does not undertake any obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise
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