Paxson Communications Corporation (Form: 8-K)  






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):   March 31, 2006

Paxson Communications Corporation
(Exact name of registrant as specified in its charter)

Delaware 1-13452 59-3212788
(State or other jurisdiction
(I.R.S. Employer
of incorporation) File Number) Identification No.)
601 Clearwater Park Road, West Palm Beach, Florida   33401
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:   561-659-4122

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))

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Item 7.01 Regulation FD Disclosure.

On April 5, 2006, the Registrant announced that it has retained UBS Securities LLC as its financial and capital markets advisor. The Registrant has furnished the press release containing its announcement as Exhibit 99.1 to this report. Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

We have an affiliation agreement with Directv, Inc., a satellite television carrier, that we entered into in September 2002 under which Directv provides our network programming to substantially all its subscribers. Directv has asserted that our present programming violates the content restrictions of the affiliation agreement and has given us a notice purporting to terminate the affiliation agreement, effective February 28, 2006. In January 2006, Directv filed a complaint against us seeking a declaratory ruling that it has the right to terminate the affiliation agreement and cease distributing our network programming.

On March 31, 2006, we extended an agreement with Directv, in which Directv agreed to delay any termination of our affiliation agreement and stay any further action in the court proceeding, until April 14, 2006 in order to allow the parties additional time to negotiate a settlement of the dispute. We are currently negotiating with Directv in an effort to resolve this matter and maintain the distribution of our programming to Directv’s subscribers.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following item is furnished as an Exhibit to this report:

99.1 Press Release of Paxson Communications Corporation dated April 5, 2006.

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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.

    Paxson Communications Corporation
April 6, 2006   By:   Adam K. Weinstein
        Name: Adam K. Weinstein
        Title: Senior Vice President, Secretary & Chief Legal Officer

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Exhibit Index

Exhibit No.   Description

  Press Release of Paxson Communications Corporation dated April 5, 2006.