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): JANUARY 31, 2005
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-11588 38-3042953
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
73 KERCHEVAL AVENUE
GROSSE POINTE FARMS, MI 48236
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (313) 886-7070
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
(a) Cash Bonuses to Executive Officers
On January 31, 2005, the Compensation Committee (the "Committee") of
the Board of Directors of Saga Communications, Inc. (the "Company") approved the
payment of preliminary cash bonuses for the Company's executive officers other
than the chief executive officer in the following amounts:
NAME TITLE AMOUNT
---- ----- ------
Catherine Bobinski Vice President, Controller, and Chief $25,000
Accounting Officer
Samuel D. Bush Senior Vice President, Chief Financial $30,000
Officer and Treasurer
Steve Goldstein Executive Vice President and Group $80,000
Program Director
Warren Lada Senior Vice President --Operations $30,000
Marcia Lobaito Vice President, Corporate Secretary and $20,000
Director of Business Affairs
Bonuses for the executive officers were determined in the Committee's
discretion, based on the Committee's judgment of the Company's preliminary
results for the 2004 fiscal year, including operating profitability, growth in
revenues and profits and overall financial condition, and the individual
executive officer's contribution to these results. Additional bonuses may be
awarded in the Committee's discretion once the Company's results for the 2004
fiscal year become finalized.
(b) Payment of 2004 Director Fees to Non-Employee Directors
On January 31, 2005, the Committee also approved the payment of the
director fees earned in fiscal 2004 to the Company's non-employee directors. For
2004, directors of the Company were paid the following fees:
o A quarterly retainer fee of $2,500;
o A fee of $1,000 per meeting for attending in person each meeting
of the Board or any committee of the Board on which the director
serves;
o A quarterly retainer fee of $500 for each of the Chairman of the
Compensation and Audit Committees of the Board; and
o A fee of $200 per meeting for each telephonic meeting of the
Board or any committee of the Board or any telephonic meeting
involving a committee Chairman and management or the Company's
outside auditors.
In accordance with the Company's 1997 Non-Employee Director Stock Option Plan,
these fees are paid in the form of an award of options to purchase Class A
Common Stock of the Company, pursuant to a
2
stock option agreement, the form of which is being filed as Exhibit 10(d)(1) to
this report. The number of shares of Class A Common Stock for which the
director's option is exercisable is equal to (i) the total amount of directors'
fees earned by the director in 2004, divided by (ii) the fair market value per
share of Class A Common Stock on the date of grant less $0.01. The options have
an exercise price of $0.01 per share, are fully vested and immediately
exercisable upon the date of grant and may be exercised at any time, and from
time to time, until ten years from the date of grant. The directors who received
such options were Messrs. Alt, Brady, Brown, Maccini and Stevens, and each of
them has filed a Form 4, Statement of Changes of Beneficial Ownership of
Securities with the Securities and Exchange Commission. Director Firestone
receives payment of his earned director's fees in the form of additional paid-up
insurance on his life.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10(d)(1) Form of Stock Option Agreement for participants in
the Saga Communications, Inc. 1997 Non-Employee
Director Stock Option Plan.
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.
SAGA COMMUNICATIONS, INC.
DATED: February 4, 2005 By: /s/ SAMUEL D. BUSH
-------------------------------------
Samuel D. Bush
Senior Vice President,
Chief Financial Officer and Treasurer
3
INDEX OF EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------
10(d)(1) Form of Stock Option Agreement for participants in
the Saga Communications, Inc. 1997 Non-Employee
Director Stock Option Plan.
4