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0001579684 2020-08-06 2020-08-06
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,6
2020
GANNETT CO.,
INC.
(Exact name of
registrant as specified in its charter)
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Delaware
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001-36097
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38-3910250
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(State or Other Jurisdiction
of Incorporation or Organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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7950
Jones Branch Drive,
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McLean,
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Virginia
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22107-0910
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(Address of principal
executive offices)
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(Zip Code)
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(703)
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854-6000
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Not
Applicable
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(Registrant's telephone
number, including area code)
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(Former name or former
address, if changed since last report.)
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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
Symbol
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Name
of Each Exchange on Which Registered
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Common Stock, par value
$0.01 per share
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GCI
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The New York Stock
Exchange
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Preferred Stock
Purchase Rights
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N/A
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The New York Stock
Exchange
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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))
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. ¨
Item 2.02
Results of Operations and Financial Condition.
On
August 6,
2020,
Gannett Co., Inc. ("the Company") issued a press release announcing
its consolidated financial results for the second quarter
ended
June 30,
2020. A
copy of the press release is furnished herewith as Exhibit 99.1,
which is incorporated herein by reference.
The information
furnished pursuant to this Current Report on Form 8-K (including
the exhibit hereto) shall not be considered “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall it
be incorporated by reference into any filing by the Company under
the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, unless the Company expressly sets
forth by specific reference in such filing that such information is
to be considered “filed” or incorporated by reference
therein.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following
exhibits are being furnished as part of this report:
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Exhibit
No.
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Description
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99.1
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104
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Cover Page Interactive Data
File (the cover page XBRL tags are embedded within the Inline XBRL
document)
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SIGNATURE
Pursuant to
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.
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Gannett Co.,
Inc.
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Date: August 6,
2020
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By:
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/s/ Douglas E.
Horne
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Douglas E. Horne
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Chief Financial
Officer
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