UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 68, 2013

Fisher Communications, Inc.

(Name of Registrant as Specified in Its Charter)


Washington	000-22439	91-0222175
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

140 Fourth Avenue N., Suite 500, Seattle, Washington		98109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 206-404-7000

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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders.~~

On August 68, 2013, Fisher Communications, Inc. (“Fisher” ~~or the “Company”~~) ~~held~~completed aits ~~special~~merger ~~meeting~~with ofSinclair ~~Fisher’s~~Television ~~shareholders (the “Special Meeting”) to, among other things, consider and vote on a proposal to approve the Agreement and Plan~~ of ~~Merger~~Seattle, ~~dated~~Inc. ~~as of April 11, 2013~~ (~~the~~ “Merger ~~Agreement~~Sub”), bya ~~and~~wholly ~~among~~owned ~~Fisher,~~subsidiary ~~Sinclair~~of Sinclair Broadcast Group, Inc. (“Sinclair”) ~~and Sinclair Television of Seattle~~, ~~Inc.~~whereby (“Merger Sub~~”),~~ ~~providing~~merged ~~for the merger of Merger Sub~~ with and into Fisher (the “Merger”) with Fisher continuing as the surviving corporation and becoming a wholly owned subsidiary of Sinclair ~~(the “Merger Proposal”)~~. AtThe ~~the Special Meeting, Fisher’s shareholders voted to approve the~~ Merger ~~Proposal.~~was ~~Fisher’s~~effected pursuant ~~shareholders also voted~~ to ~~approve~~ an ~~adjournment~~Agreement ofand ~~the~~Plan ~~Special Meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes at the time~~ of ~~the Special Meeting to approve the~~ Merger ~~Agreement (the “Adjournment Proposal”)~~, ~~but~~dated ~~such~~as ~~adjournment~~of ~~was deemed unnecessary. Fisher’s shareholders also voted to approve~~April 11, on2013 ~~an advisory~~ (~~non-binding) basis,~~ the “~~golden parachute” compensation that may be payable to Fisher’s named executive officers in connection with the consummation of the~~ Merger ~~under existing arrangements between Fisher and such officers (the “Golden Parachute Compensation Proposal~~Agreement”)~~. The Merger Proposal~~, ~~the~~by ~~Adjournment Proposal~~ and ~~the~~among ~~Golden Parachute Compensation Proposal are described in detail in~~ Fisher’s, ~~Definitive~~Sinclair ~~Proxy Statement on Schedule 14A filed with the Securities~~ and ~~Exchange~~Merger ~~Commission (the “SEC”) on June 24, 2013~~Sub.

AtItem 1.02 ~~the~~Termination ~~Special Meeting, 7,530,581 shares~~ of ~~Fisher’s~~a ~~common~~Material ~~stock,~~Definitive ~~representing approximately 85% of the total number of shares of Fisher’s common stock entitled to vote, were represented by the holders thereof or by proxy~~Agreement.

~~The~~In connection ~~voting~~with ~~results~~the ~~for~~consummation ~~each~~ of the ~~proposals~~Merger, ~~are~~on August 8, 2013, Fisher and JPMorgan Chase Bank, N.A. (“JPM”), terminated the Credit Agreement, dated as ~~follows:~~of November 19, 2012, between Fisher and JPM, as Administrative Agent and Lender (the “Credit Facility”), and the other transaction documents related to the Credit Facility. No amounts were outstanding under the Credit Facility at the effective time of the Merger. Prior to its termination, the Credit Facility provided Fisher with a $30 million revolving line of credit.

~~Merger~~Item 3.01 ~~Proposal:~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

6,816,178		642,081		72,322
FOR		AGAINST		ABSTAIN

In connection with the consummation of the Merger, on August 8, 2013, Fisher notified the NASDAQ Stock Market (“NASDAQ”) that each outstanding share of common stock, par value $1.25 per share, of Fisher (“Fisher Common Stock”) (other than shares of Fisher Common Stock owned by Sinclair or Merger Sub, all of which were canceled, shares of Fisher Common Stock held by any subsidiaries of Fisher or Sinclair (other than Merger Sub) and shares of Fisher Common Stock that were held by shareholders, if any, who were entitled to and had properly demanded dissenters’ rights in accordance with the Washington Business Corporation Act) was converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to $41.00 per share (the “Merger Consideration”), and requested that NASDAQ file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing on Form 25 to report that shares of Fisher Common Stock are no longer listed on NASDAQ. On August 8, 2013, in accordance with Fisher’s request, NASDAQ filed the Form 25 with the SEC. Fisher intends to file a certification and notice of termination on Form 15 requesting that Fisher’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be terminated.

~~Adjournment~~The ~~Proposal:~~foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.1 to Fisher’s Current Report on Form 8-K filed with the SEC on April 12, 2013 and is incorporated herein by reference.

6,636,451		874,442		19,688
FOR		AGAINST		ABSTAIN

Item 3.03 Material Modification to Rights of Security Holders.

~~Golden~~The ~~Parachute~~Merger ~~Compensation~~Agreement ~~Proposal:~~was approved by Fisher’s shareholders at the special meeting of Fisher’s shareholders held on August 6, 2013 (the “Special Meeting”), and the Merger was consummated on August 8, 2013.

6,828,559		628,147		73,875
FOR		AGAINST		ABSTAIN

Under the terms of the Merger Agreement, each outstanding share of Fisher Common Stock (other than shares of Fisher Common Stock owned by Sinclair or Merger Sub, all of which were canceled, shares of Fisher Common Stock held by any subsidiaries of Fisher or Sinclair (other than Merger Sub) and shares of Fisher Common Stock that were held by shareholders, if any, who were entitled to and had properly demanded dissenters’ rights in accordance with the Washington Business Corporation Act) was converted into the right to receive the Merger Consideration.

~~Item~~The 8foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit 2.011 ~~Other~~to ~~Events~~Fisher’s Current Report on Form 8-K filed with the SEC on April 12, 2013 and is incorporated herein by reference.

~~On August 6,~~Upon ~~2013,~~the ~~Fisher~~effective ~~issued~~time aof ~~press~~the ~~release~~Merger, ~~announcing~~holders ~~the~~of ~~results~~Fisher ofCommon ~~the~~Stock ~~shareholder~~immediately ~~votes~~prior atto the ~~Special~~effective ~~Meeting,~~time aof ~~copy~~the ofMerger ceased ~~which~~to ishave ~~attached~~any ~~hereto~~rights as ~~Exhibit~~shareholders ~~99.1~~in ~~and~~Fisher ~~incorporated~~(other ~~herein~~than bytheir ~~reference~~right to receive the Merger Consideration).

~~Forward~~Item 5.01 ~~Looking~~Changes in ~~Statements~~Control of Registrant.

~~Certain~~As ~~statements~~a inresult ~~this communication constitute “forward-looking statements” within the meaning~~ of the ~~Private~~Merger, ~~Securities~~a ~~Litigation~~change ~~Reform Act~~ of ~~1995.~~control ~~Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements~~ of ~~the~~Fisher ~~Company to be materially different from any future results~~occurred, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “increase,” “forecast” and ~~“guidance”~~Fisher ~~and~~became ~~similar~~a ~~expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are~~wholly ~~based~~owned ~~upon~~subsidiary ~~then-current assumptions and expectations and are generally forward-looking in nature and not historical facts. Any statements that refer to outlook, expectations or other characterizations~~ of ~~future events, circumstances or results are also forward-looking statements~~Sinclair. The ~~forward-looking~~disclosure statements contained in this communication, including, among other things, statements related to the proposed merger involving the Company and Sinclair, involve risks and uncertainties and are subject to change based on various important factors, including uncertainties as to the satisfaction of the closing conditions to the proposed merger, including timing and receipt of regulatory approvals, the respective parties’ performance of their obligations under ~~the merger agreement relating to the proposed merger, and other factors affecting the execution of the transaction~~Item 3.03 ~~There~~is ~~can~~incorporated beherein noby assurance that the proposed merger will occur as currently contemplated, or at all, or that the expected benefits from the transaction will be realized on the timetable currently contemplated, or at allreference.

A further list and description of important assumptions and other important factors that could cause actual results to differ materially from those in the forward-looking statements are specified in the Company’s Annual Report on Form 10-K for the year ended DecemberItem 31, 2012, as amended, included under headings such as “Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Company’s most recently filed Form 10-Q, and in other filings and furnishings made by the Company with the SEC from time to time5.02 ~~Other~~Departure ~~unknown or unpredictable factors could also have material adverse effects on the Company’s performance or achievements. In light~~ of ~~these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this communication may not occur. You are cautioned not to place undue reliance on these forward-looking~~ ~~statements,~~Directors ~~which speak only as of the date stated,~~ or ifPrincipal noOfficers; ~~date~~Election ~~is stated, as~~ of ~~the~~Directors; ~~date~~Appointment of ~~this~~Principal ~~communication.~~Officers; ~~The~~Compensatory ~~Company~~Agreements ~~undertakes no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence~~ of ~~unanticipated~~Certain ~~events unless required by law~~Officers.

As a result of the Merger, all of the current directors of Fisher resigned from their directorships at Fisher, as of the effective time of the Merger. These resignations were not a result of any disagreements between Fisher and the former directors on any matter relating to Fisher’s operations, policies or practices. Upon completion of the Merger, David B. Amy and David D. Smith became the directors of Fisher.

In connection with the Merger, on August 8, 2013, Colleen B. Brown was removed from her position as Fisher’s President and Chief Executive Officer, Hassan N. Natha was removed from his position as Fisher’s Senior Vice President and Chief Financial Officer and Christopher J. Bellavia was removed from his position as Fisher’s Senior Vice President and General Counsel. Upon completion of the Merger, David D. Smith became Fisher’s President, David B. Amy became Fisher’s Secretary, Lucy Rutishauser became Fisher’s Treasurer and David Bochenek became Fisher’s Vice President and Chief Accounting Officer.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

At the effective time of the Merger, the articles of incorporation attached hereto as Exhibit 3.1 became the articles of incorporation of Fisher, as the surviving entity of the Merger, and the bylaws attached hereto as Exhibit 3.2 became the bylaws of Fisher, as the surviving entity of the Merger. Each of Exhibit 3.1 and Exhibit 3.2 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
99.1		Press Release of Fisher Communications, Inc., dated August 6, 2013.
2.1		Agreement and Plan of Merger, dated as of April 11, 2013, by and among Fisher Communications, Inc., Sinclair Broadcast Group, Inc. and Sinclair Television of Seattle, Inc. (incorporated by reference to Exhibit 2.1 of Fisher Communications, Inc.’s Current Report on Form 8-K, filed on April 12, 2013).
3.1		Articles of Incorporation of Fisher Communications, Inc.
3.2		Bylaws of Fisher Communications, Inc.

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.

	FISHER COMMUNICATIONS, INC.		~~FISHER COMMUNICATIONS, INC.~~
Dated: August 6, 2013			By:	/s/ Christopher J. Bellavia
Dated: August 8, 2013	By:	/s/ David Bochenek
				Name: Christopher J. Bellavia
		Name: David Bochenek
				Title: Senior Vice President and General Counsel
		Title: Vice President and Chief Accounting Officer

Exhibit Index

Exhibit Number		Description
99.1		Press Release of Fisher Communications, Inc., dated August 6, 2013.
2.1		Agreement and Plan of Merger, dated as of April 11, 2013, by and among Fisher Communications, Inc., Sinclair Broadcast Group, Inc. and Sinclair Television of Seattle, Inc. (incorporated by reference to Exhibit 2.1 of Fisher Communications, Inc.’s Current Report on Form 8-K, filed on April 12, 2013).
3.1		Articles of Incorporation of Fisher Communications, Inc.
3.2		Bylaws of Fisher Communications, Inc.

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