UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 25, 2008
Dolan Media Company
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
001-33603
|
|
43-2004527 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
|
|
| 706 Second Avenue South, Suite 1200,
|
|
|
|
|
| Minneapolis, Minnesota |
|
|
|
55402 |
|
|
|
|
|
|
| (Address of Principal Executive Offices)
|
|
|
|
(Zip Code) |
(612) 317-9420
(Registrant’s telephone number, including area code)
None
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A amends and supplements the Current Report on Form 8-K filed
with the Securities and Exchange Commission on July 29, 2008 (the “Original 8-K”) to update the
disclosure regarding the grant of stock options to Lauren Rich Fine, which our Board approved in
connection with her election as a director. No other revision or amendments have been made to the
Original 8-K and the information contained in this amendment does not modify or update the
disclosures in the Original 8-K in any way other than as set forth here. You should read this
amendment in conjunction with the Original 8-K.
|
|
|
| Item 5.02 |
|
Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
(d)
As described in the Original 8-K, our Board approved a grant of non-qualified stock options to
Lauren Rich Fine in connection with her election to our Board. As previously described in the
Original 8-K, the number of shares underlying this option was to be determined on the grant date,
which would be the second trading day following the release of our earnings for the second quarter
of 2008.
The second trading day following the release of our earnings for the second quarter of 2008
was August 11, 2008 and, on that date, our compensation committee determined that the number of
shares underlying the option were 10,847 shares of our common stock. This was calculated as
previously described in the Original 8-K.
Accordingly, on August 11, 2008, we granted to Ms. Rich Fine a non-qualified stock option to
purchase 10,847 shares of our common stock at an exercise price of $18.00 per share. The option
vests in four equal installments on each of August 11, 2009, 2010, 2011 and 2012, provided that Ms.
Rich Fine continues to serve us as a director. The option has a term of seven years.
2