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
August 3, 2016
DATE OF REPORT
(DATE OF EARLIEST EVENT REPORTED)
TWENTY-FIRST CENTURY FOX, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Delaware | 001-32352 | 26-0075658 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NO.) |
(IRS EMPLOYER IDENTIFICATION NO.) |
1211 Avenue of the Americas, New York, New York 10036
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
(212) 852-7000
(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:
| ¨ | 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 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On August 3, 2016, Twenty-First Century Fox, Inc. (the “Company”) released its financial results for the fiscal year ended June 30, 2016. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 8.01 | OTHER EVENTS. |
On August 2, 2016, the Company eliminated the previously-announced suspension of voting rights of shares of Class B Common Stock, par value $0.01 per share, held by stockholders who are not U.S. citizens.
The suspension had been in place in order to maintain compliance with U.S. law under which no broadcast station licensee may be owned by a corporation if more than 25% of that corporation’s stock is owned or voted by non-U.S. stockholders. The Company owns broadcast station licensees in connection with its ownership and operation of 28 U.S. television stations. Following the elimination of the suspension, the Company remains in compliance with applicable U.S. law.
The Company will continue to monitor the Company’s foreign ownership based on its assessment of the information reasonably available to it.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Twenty-First Century Fox, Inc., dated August 3, 2016, announcing Twenty-First Century Fox, Inc.’s financial results for the fiscal year ended June 30, 2016. | |
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.
| TWENTY-FIRST CENTURY FOX, INC. (REGISTRANT) | ||
| By: | /s/ Janet Nova | |
| Janet Nova | ||
| Executive Vice President and Deputy Group General Counsel | ||
Dated: August 3, 2016
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Twenty-First Century Fox, Inc., dated August 3, 2016, announcing Twenty-First Century Fox, Inc.’s financial results for the fiscal year ended June 30, 2016. | |