GTN Gray Television
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 5, 2021 (May 3, 2021)
Gray Television, Inc.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
|4370 Peachtree Road, NE, Atlanta, Georgia||30319|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Name of each exchange
on which registered
|Class A common stock (no par value)||GTN.A||New York Stock Exchange|
|common stock (no par value)||GTN||New York Stock Exchange|
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. ☐
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Gray Television, Inc. (the “Company”) with the Securities and Exchange Commission on May 3, 2021 (the “Original Report”) in order to file herewith, as Exhibit 2.1, the Agreement and Plan of Merger, dated May 3, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation. The Original Report otherwise remains unchanged.
Financial Statements and Exhibits.
|2.1||Agreement and Plan of Merger, dated as of May 3, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation.*|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Certain schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
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.
|Gray Television, Inc.|
|May 5, 2021||By:|
/s/ James C. Ryan
|Name:||James C. Ryan|
Executive Vice President and
Chief Financial Officer