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As filed with the Securities and Exchange Commission on May 17, 1996
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
GANNETT CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 16-0442930
(State of Incorporation) (I.R.S. Employer
Identification No.)
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
Multimedia, Inc. Salary Deferral Thrift Plan
(Full Title of Plan)
______________
Thomas L. Chapple, Esq.
Senior Vice President, General Counsel and Secretary
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
_______________
Copies of Communications to:
Joseph H. Reynolds, Esq.
Nixon, Hargrave, Devans & Doyle llp
One Thomas Circle, N.W., Suite 700
Washington, D.C. 20005
Telephone Number: 202-457-5300
________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To To Be Price Per Offering Registration
Be Registered Registered Share Price Fee
- ------------- -------------- ---------- ---------- ------------
Common Stock(1) 120,000 shares $65.875(2) $7,905,000 $2,725.86
(1) In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also covers
interests to be offered or sold pursuant to the employee benefit
plan described herein.
(2) Estimated solely for the purpose of calculating the
registration fee. In accordance with Rule 457(c), the price
shown is based upon the average of the high and low prices of
Gannett Co., Inc. Common Stock on May 10, 1996, $65.875, as
reported on the New York Stock Exchange.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I
of this Registration Statement will be sent or given to employees
eligible to participate in the Plan as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended. Those
documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities
Act of 1933, as amended.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated herein by reference are the Company's
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 and (ii) Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration
Statement and prior to the termination of the offering of the
securities shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge to each person to
whom a Prospectus relating to this Registration Statement is
delivered, at the written or oral request of such person, a copy
of any and all of the documents incorporated by reference (other
than exhibits to such documents unless such exhibits are
specifically incorporated therein by reference into such
documents). All requests for such copies should be directed to:
Secretary, Gannett Co., Inc., 1100 Wilson Boulevard, Arlington,
Virginia 22234, (703) 284-6000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with this offering
will be passed upon by Nixon, Hargrave, Devans & Doyle LLP,
counsel for the Company.
The financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form 10-K
for the year ended December 31, 1995 have been so incorporated
in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
("DGCL") permits the Company to indemnify any director or officer
of the Company against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, incurred in
defense of any action (other than an action by or in the right of
the Company) arising by reason of the fact that he or she is or
was an officer or director of the Company if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145 also permits the
Company to indemnify any such officer or director against
expenses incurred in an action by or in the right of the Company
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company,
except in respect of any matter as to which such person is
adjudged to be liable to the Company. This statute requires
indemnification of such officers and directors against expenses
to the extent they may be successful in defending any such
action. The statute permits purchase of liability insurance by
the Company on behalf of officers and directors, and the Company
has purchased such insurance.
Section 17 of Article II of the Company's By-Laws requires
indemnification to the fullest extent permitted under Delaware
law of any person who is or was a director or officer of the
Company who is or was involved or threatened to be made so
involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact
that such person is or was serving as a director, officer or
employee of the Company or any predecessor of the Company or was
serving at the request of the Company as a director, officer or
employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized there-
under, such as the Company, eliminating or limiting, with certain
exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Article NINTH of the Certifi-
cate of Incorporation of the Company eliminates the liability of
directors to the extent permitted by Section 102(b)(7) of the
DGCL.
The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL, Section 17
of Article II of such By-Laws and Article NINTH of such
Certificate of Incorporation, as applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5. Opinion and consent of Nixon, Hargrave, Devans &
Doyle LLP
23. Consent of Price Waterhouse LLP
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby,
a post-effective amendment to this registration
statement:
(i) To include any prospectus
required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the
registration statement (or the
most recent post-effective
amendment thereof) which,
individually or in the aggregate,
represents a fundamental change
in the information set forth in
the registration statement;
(iii) To include any material
information with respect to the
plan of distribution not previ-
ously disclosed in the registra-
tion statement or any material
change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on
Form S-3 or Form S-8 and the information required to be
included in a post-effective amendment by those para-
graphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorpo-
rated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such secu-
rities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the require-
ments for filing on Form S-8, and has duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Arlington, Virginia, on the 6th day
of May, 1996.
GANNETT CO., INC.
By: s/ Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale
Vice Chairman and Chief
Financial and Administrative
Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
- ---------- ------------------------- ----------
s/ John J. Curley Chairman, May 6, 1996
- ----------------- President, Chief
John J. Curley Executive Officer, Director
s/ Douglas H. McCorkindale Vice Chairman, May 6, 1996
- -------------------------- Chief Financial
Douglas H. McCorkindale and
Administrative Officer,
Director
s/ Larry F. Miller Senior Vice May 6, 1996
- ------------------ President/Financial
Larry F. Miller Planning and Controller
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Multimedia, Inc. Salary Deferral Thrift Plan has
duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in
Arlington, Virginia, on the 6th day of May, 1996.
MULTIMEDIA, INC. SALARY DEFERRAL
THRIFT PLAN
By: s/ Richard L. Clapp
--------------------
Richard L. Clapp
Title: Senior Vice
President/Personnel
KNOW ALL MEN BY THESE PRESENTS, that each of the under-
signed constitutes and appoints John J. Curley, Douglas H.
McCorkindale and Thomas L. Chapple, and each of them, with full
power to act without the others, as said undersigned's true and
lawful attorney-in-fact and agent, with full and several power of
substitution, for said undersigned and in said undersigned's
name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement pursuant to the
Securities Act of 1933, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as said undersigned might or
could do in person, hereby ratifying and conforming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
- -------------------- -------- -----------
s/ Andrew F. Brimmer Director May 6, 1996
- --------------------
Andrew F. Brimmer
s/ Meredith A. Brokaw Director May 6, 1996
- ---------------------
Meredith A. Brokaw
s/ Rosalynn Carter Director May 6, 1996
- ------------------
Rosalynn Carter
s/ Peter B. Clark Director May 6, 1996
- -----------------
Peter B. Clark
s/ Stuart T. K. Ho Director May 6, 1996
- ------------------
Stuart T. K. Ho
s/ Drew Lewis Director May 6, 1996
- -------------
Drew Lewis
s/ Joseph P. Louis Director May 6, 1996
- -------------------
Josephine P. Louis
s/ Rollan D. Melton Director May 6, 1996
- -------------------
Rollan D. Melton
s/ Thomas A. Reynolds, Jr. Director May 6, 1996
- --------------------------
Thomas A. Reynolds, Jr.
s/ Carl T. Rowan Director May 6, 1996
- ----------------
Carl T. Rowan
s/ Dolores D. Wharton Director May 6, 1996
- ---------------------
Dolores D. Wharton
EXHIBIT INDEX
5. Opinion and consent of Nixon, Hargrave, Devans & Doyle LLP
23. Consent of Price Waterhouse LLP
Exhibit 5
Nixon, Hargrave, Devans & Doyle LLP
May 17, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Multimedia, Inc. Salary Deferral Thrift Plan
Registration Statement on Form S-8
Dear Sir or Madam:
We have acted on behalf of Gannett Co., Inc. ("Gannett")
in connection with its Registration Statement on Form S-8 to
register under the Securities Act of 1933, as amended, interests
in the Multimedia, Inc. Salary Deferral Thrift Plan (the "Plan"),
as well as 120,000 shares of Common Stock of Gannett to be sold
pursuant to the Plan.
We have examined and are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we
have deemed necessary or appropriate in connection with rendering
this opinion.
Based on the foregoing, we are of the opinion that:
(a) The interests in the Plan
described in the Registration
Statement have been duly
authorized for
issuance to eligible employees
of Multimedia Inc., a wholly
owned subsidiary of
Gannett and certain of its
subsidiaries in accordance with
the terms of the Plan; and
(b) The shares of the Common Stock
being registered with the
Securities and Exchange
Commission on Form S-8 as
described above will, when sold
according to the terms of the
Plan, be legally issued, fully
paid and non-assessable shares of
Common Stock of Gannett
We consent to the filing of this opinion as an exhibit to
the above-mentioned Registration Statement on Form S-8 and to the use of our
name in any Prospectus used in connection with the Plan.
Very truly yours,
s/ Nixon, Hargrave, Devans & Doyle LLP
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated February 6, 1996, which appears on
page 45 of the 1995 Annual Report to Shareholders of Gannett Co.,
Inc., which is incorporated by reference in Gannett Co., Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1995.
We also consent to the incorporation by reference of our report
on the Financial Statement Schedules, which appears on page 8 of
such Annual Report on Form 10-K. We also consent to the
reference to us under the heading "Interests of Named Experts and
Counsel" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- ------------------------
PRICE WATERHOUSE LLP
Washington, D.C.
May 17, 1996