View:
As filed with the Securities and Exchange Commission on August 19, 1998
Registration No. __-_____
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)
THE GANNETT CO., INC. 401(K) SAVINGS 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
----------------
- 2 -
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(4) Share Price Fee
Common Stock(1) 4,000,000 shares $63.16(2) $252,640,000 $74,528.80
Interests in the Gannett Co., Inc. 401(k) Savings Plan(3)
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(2) Calculated pursuant to Rule 457(h), solely for the purpose of computing
the registration fee, based on the average of the high and low prices for the
Common Stock as reported by the New York Stock Exchange on August 12, 1998.
(3) Interests in the Gannett Co., Inc. 401(k) Savings Plan includes related
interests in the Trust created pursuant to the Plan. The amount of interests to
be registered and the proposed maximum aggregate offering price is included in
the information regarding Common Stock.
(4) As permitted by Rule 429(b), the prospectus contained in this
Registration Statement is a combined prospectus which also covers securities
covered by Registration Statement No. 33-35305.
-3-
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 (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 28, 1997; (ii) the Company's
Quarterly Reports on Form 10-Q for the quarters ended March 29, 1998 and June
28, 1998; and (iii) the description of the Company's Common Stock in
Registration Statement No. 33-35305 on Form S-8 filed June 8, 1990.
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 filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, 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 herein (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.
-4-
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 28, 1997 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 or she acted in good faith and in a manner he
or she 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 or her 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 or she acted in
good faith and in a manner he or she 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 the inclusion of a provision in the
certificate of incorporation of each corporation organized thereunder, 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
Certificate 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.
-5-
Not applicable.
ITEM 8. EXHIBITS.
23. Consent of PricewaterhouseCoopers 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 previously disclosed in the registration
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, Form S-8, or
Form F-3, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated 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 securities 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.
-6-
(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
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) 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.
(d) The undersigned registrant has submitted the original plan to the
Internal Revenue Service ("IRS") in a timely manner and has made all changes
required by the IRS in order to qualify the plan. In addition, the undersigned
registrant hereby undertakes to submit the plan as amended effective January 1,
1998 to the IRS in a timely manner and will make all changes required by the IRS
in order to qualify the plan, as amended.
-7-
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 requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Arlington, Virginia, on the 18th day of August, 1998.
GANNETT CO., INC.
By: /s/ Douglas H. McCorkindale
-----------------------------
Douglas H. McCorkindale
Vice Chairman and President
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, Chief Executive August 18, 1998
- ----------------------
John J. Curley Officer, Director
/s/ Douglas H. McCorkindale Vice Chairman, President August 18, 1998
- ---------------------------
Douglas H. McCorkindale
/s/ Larry F. Miller Executive Vice President, August 18, 1998
- -------------------- Chief Financial Officer
Larry F. Miller
-8-
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned 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/ Meredith A. Brokaw Director August 18, 1998
- -------------------------
Meredith A. Brokaw
/s/ Peter B. Clark Director August 18, 1998
- -------------------------
Peter B. Clark
/s/ Stuart T. K. Ho Director August 18, 1998
- --------------------------
Stuart T. K. Ho
/s/ Drew Lewis Director August 18, 1998
- --------------------------
Drew Lewis
/s/ Josephine P. Louis Director August 18, 1998
- ---------------------------
Josephine P. Louis
-9-
/s/ Thomas A. Reynolds, Jr. Director August 18, 1998
- ----------------------------
Thomas A. Reynolds, Jr.
/s/ Karen Hastie Williams Director August 18, 1998
- --------------------------------
Karen Hastie Williams
EXHIBIT INDEX
23. Consent of PricewaterhouseCoopers LLP
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 2, 1998, which appears on page 49 of the 1997 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 28, 1997. 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 Registration Statement. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Washington, DC August 18, 1998