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As filed with the Securities and Exchange Commission on October 23, 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 Tlelphone Number, Including Area Code,
of Registrant's Principal Executive Offices)
GANNETT CO., INC. 1987 DEFERRED COMPENSATION 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)
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
Approximate date of proposed offering: As soon as practicable after effective
date of this Registration Statement.
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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
Interests in (1)
the Plan $50,000,000(2)(3) 100% $50,000,000 $14,750
- --------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) This amount represents Registrant's estimate of employee contributions
for the next four to five years of operation of the Plan. The Registrant makes
no representation that such estimate is accurate.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus included herein also relates to a total of $1,900,000 of securities
remaining registered under Registration Statement No. 033-64959, pursuant to
which filing fees in the amount of $8,621 were paid relating to a total of
$25,000,000 of securities originally registered pursuant to such registration
statement.
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PART 1. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing 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 28, 1997, (ii) 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 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.
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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
PriceWaterhouseCoopers 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
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 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.
Not applicable.
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ITEM 8. EXHIBITS.
4. Gannett Co., Inc. 1987 Deferred Compensation Plan
5. Opinion and consent of Nixon, Hargrave, Devans & Doyle LLP
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
Securities Exchange Act of 1934 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.
(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)
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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 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 20th day of October, 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 October 20, 1998
- ----------------------------- Executive Officer, Director
John J. Curley
/s/ Douglas H. McCorkindale Vice Chairman, and October 20, 1998
- ----------------------------- President, Director
Douglas H. McCorkindale
-7-
/s/ Larry F. Miller Executive Vice President October 20, 1998
- ----------------------------- /and Chief Financial Officer
Larry F. Miller
/s/ George R. Gavagan
- -----------------------------
George R. Gavagan Vice President and Controller October 20, 1998
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The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Gannett Co., Inc. 1987 Deferred Compensation Committee has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Arlington, Virginia, on the 20th day of October, 1998.
GANNETT CO., INC. 1987 DEFERRED
COMPENSATION PLAN
/s/ Richard L. Clapp
Richard L. Clapp
Title: Senior Vice President/
Human Resources
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 October 20, 1998
- --------------------------------
Meredith A. Brokaw
/s/ Peter B. Clark Director October 20, 1998
- --------------------------------
Peter B. Clark
/s/ Stuart T.K. Ho Director October 20, 1998
- --------------------------------
Stuart T. K. Ho
/s/ Drew Lewis Director October 20, 1998
Drew Lewis
/s/ Josephine P. Louis Director October 20, 1998
- --------------------------------
Josephine P. Louis
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_________________________ Director October 20, 1998
Thomas A. Reynolds, Jr.
_________________________ Director October 20, 1998
Karen Hastie Williams
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EXHIBIT INDEX
4. Amended and Restated Gannett Co., Inc. 1987 Deferred Compensation Plan
Incorporated by reference to Exhibit 10-1 to Gannett Co., Inc.'s Form 10-Q
for the fiscal quarter ended September 29, 1996. Amendment No. 5
incorporated by reference to Exhibit 10-2 to Gannett Co., Inc.'s Form 10-Q
for the quarter ended September 28, 1997.
5. Opinion and consent of Nixon, Hargrave, Devans & Doyle LLP
23. Consent of PriceWaterhouseCoopers LLP
EXHIBIT 5
Nixon, Hargrave, Devans & Doyle LLP
Attorneys and Counselors at Law
Clinton Square
Rochester, New York 14603-1051
(716)263-1000
October 20, 1998
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22234
Dear Sirs:
Gannett Co., Inc. (the "Company") is filing on or about this date with
the Securities and Exchange Commission a Registration Statement on Form S-8 (the
"Registration Statement") in connection with the registration of $50,000,000
aggregate amount of interests ("Interests") in the Gannett Co., Inc. 1987
Deferred Compensation Plan (the "Plan") which are offered to eligible employees
of the Company and its subsidiaries.
As counsel to the Company, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary or advisable
for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that when (i) the
Registration Statement and any amendments thereto filed with the Securities and
Exchange Commission have become effective, (ii) the applicable provisions of
such state securities laws as may be applicable have been complied with, and
(iii) contributions thereon are credited to the accounts of participating
employees in the manner provided by the Plan, the Interests in the Plan will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the use of our name under Item 5,
"Interests of Named Experts and Counsel," in the Registration Statement.
Very truly yours,
/s/ Nixon, Hargrave, Devans & Doyle LLP
Nixon, Hargrave, Devans & Doyle LLP
EXHIBIT 23
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
October 20, 1998