Current Report Filing (8-k)
05 August 2019 - 10:12PM
Edgar (US Regulatory)
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)
August 4, 2019
Fox
Corporation
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Delaware
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001-38776
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83-1825597
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(STATE OR OTHER JURISDICTION
OF INCORPORATION)
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(COMMISSION
FILE NO.)
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(IRS EMPLOYER
IDENTIFICATION NO.)
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1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212)
852-7000
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbols
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Name of Each Exchange
on Which Registered
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Class A Common Stock, par value $0.01 per share
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FOXA
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The Nasdaq Global Select Market
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Class B Common Stock, par value $0.01 per share
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FOX
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The Nasdaq Global Select Market
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Rights to Purchase Series A Junior Participating Preferred Stock
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N/A
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The Nasdaq Global Select Market
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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. ☐
On August 4, 2019, Fox Corporation (the Company or FOX) issued a press release announcing the entry into an Agreement and
Plan of Merger, among FOX, Project Six Merger Sub, Inc., an indirect wholly-owned subsidiary of FOX, and Credible Labs, Inc. (Credible), pursuant to which, subject to the satisfaction or waiver of certain
conditions, FOX has agreed to acquire 67% of the equity in Credible for approximately $265 million.
A copy of the Companys
press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01.
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Financial Statement and Exhibits.
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EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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FOX CORPORATION
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By:
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/s/ Viet Dinh
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Name:
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Viet Dinh
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Title:
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Chief Legal and Policy Officer
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Date: August 5, 2019
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