Sun-Times Media Group Announces Board, Management Changes; Chicago Media Company Also Announces Intent to Deregister Class A Common Stock

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November 20th, 2008 Leave a comment Visited 21 times, 1 so far today

Sun-Times Media Group, Inc. (OTCBB:SUTM) today announced several changes at the Company.

Chairman of the Board, Raymond G. H. Seitz, today announced his intention to resign from the Board of Directors effective December 31, 2008, the Company said. Mr. Seitz has been a director of the Company since July 2003 and was elected as Non-executive Chairman on June 13, 2006. He has also been a member of the Special Committee since the commencement of his service on the Board.

The Company announced that, acting on the recommendation of the Special Committee, the Company’s Board of Directors voted and approved the dissolution of the Special Committee effective immediately. The Special Committee was formed on June 17, 2003 to investigate related-party transactions and other payments made to certain executives of the Company and its controlling stockholder at the time, Hollinger Inc., and to affiliates of Hollinger Inc. In light of recent developments, the Special Committee and the Board determined that it is now appropriate to dissolve the Committee and turn over related legal matters to the full Board and the Company’s management. These developments include the recent consummation of a settlement agreement with Hollinger Inc. announced on June 18, 2008, the virtual completion of the criminal case against the former management and directors of the Company, and the recent simplification of the civil litigation initiated by the Special Committee accomplished by the October 8, 2008 filing of a third amended complaint in the United States District Court for the Northern District of Illinois against former members of Company management and other parties.

Special Committee members Gordon A. Paris and Graham W. Savage announced their intention to resign from the Board of Directors effective upon the appointment of their respective replacements, but in any event no later than December 31, 2008, the Company said. Also, as noted below, recent developments in the action by the United States Securities and Exchange Commission (“SEC”) would, if approved, result in the termination of the appointment of Richard C. Breeden as the Special Monitor of the Company.

In light of the intended resignations of Messrs. Paris, Savage and Seitz and the recent request by a shareholder that certain individuals be appointed to the Board, the Board’s Nominating and Governance Committee is in the process of evaluating a general restructuring of the Board to be accomplished on or about January 1, 2009. To that end, the Nominating and Governance Committee is evaluating candidates for appointment to the Board, including the persons who have been suggested by such shareholder.

The Company also announced the resignation of William G. Barker III, Senior Vice President and Chief Financial Officer, who is departing the Company for another opportunity. The Company announced that effective November 25, 2008, David C. Martin, 52, has been elected Senior Vice President and Chief Financial Officer. Martin was most recently Vice President, Financial Planning for the Company and joined the Company in April 2006.

In addition, the Company today announced that the Board of Directors has authorized the Company to terminate voluntarily the registration of the Company’s Class A Common Stock under the Securities Exchange Act of 1934 by making the appropriate filings with the SEC. The Company had previously determined that its Class A Common Stock is held of record by fewer than 300 holders and is therefore eligible for deregistration. In reaching its decision, the Board determined that the benefits accruing to the Company and its shareholders from having the Class A Common Stock continue to be registered, particularly given that the stock was previously delisted from the New York Stock Exchange in May 2008, are substantially outweighed by the burdens and costs of continued compliance with certain provisions of the Sarbanes-Oxley Act of 2002 and with the periodic reporting requirements under the federal securities laws.

The Company expects to file a Form 15 with the SEC effecting the deregistration in January 2009. The Company’s obligation to file periodic reports with the SEC for 2009 will be suspended upon the filing of the Form 15. However, the Company will be required to file its Annual Report on Form 10-K for the year ended December 31, 2008. The registration of the Company’s Class A Common Stock under the Securities Exchange Act of 1934 is expected to terminate 90 days after the filing of the Form 15 if the SEC does not deny the Company’s application to deregister. After the Company’s reporting obligations have terminated, the Company expects to continue to make available current public information, including financial statements, as set forth in Rule 144(c) under the Securities Act of 1933. As a result of the deregistration of the Class A Common Stock, such stock will no longer be eligible for quotation on the OTC Bulletin Board. The Company does, however, expect the Class A Common Stock to be quoted on the Pink Sheets.

Finally, the Company announced that it has reached an agreement in principle with the Staff of the SEC to resolve the pending litigation styled Securities and Exchange Commission v. Hollinger International, Inc., Case No. 04C 0336, which is pending in the United States District Court for the Northern District of Illinois. This action was commenced against the Company in 2004 by the SEC as a result of the actions of its former management. The Company has executed a consent to a revised judgment that would (a) supersede the January 16, 2004 Partial Final Judgment and Order of Permanent Injunction and Other Equitable Relief; (b) discharge Richard C. Breeden as Special Monitor for the Company; (c) permanently restrain and enjoin the Company from violating, directly or indirectly, certain provisions of the securities laws of the United States; and (d) dismiss with prejudice the SEC’s claims for disgorgement, prejudgment interest and civil penalties against the Company. The agreement in principle must be approved by the SEC and the Court in this case.

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 throughout the Chicago area. Further information can be found at http://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.

Contacts

Sun-Times Media Group, Inc.
Tammy Chase (312) 321-3230 or tchase {at} suntimes(.)com





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