As filed with the Securities and Exchange Commission on October 19, 2000
Registration No. 333-_______
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
CENTRAL NEWSPAPERS, INC.
SAVINGS PLUS PLAN
(Full Title of the 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)
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Copies to:
Joseph H. Reynolds, Esq.
Nixon Peabody LLP
401 Ninth Street N.W., Suite 900
Washington, D.C. 20004
Tel.: (202) 585-8000
Fax: (202) 585-8080
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Approximate date of proposed offering: As soon as practicable after
effective date of this registration statement.
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share(1) Offering Price Fee
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Common Stock 40,000 $51.10 $2,044,000 $539.62
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(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the average of the high and low
prices of Gannett Common Stock as reported in the consolidated
reporting system for October 17, 2000.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information required by Part I of Form S-8
will be sent or given to employees eligible to participate in the Central
Newspapers, Inc. Savings Plus Plan ("Plan") as specified by Rule 428(b)(1) of
the Securities Act of 1933. Those documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II, 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.
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The following reports of Gannett Co., Inc. ("Company") are incorporated by
reference:
o Annual Report on Form 10-K for the fiscal year ended December 26,
1999;
o Quarterly Reports on Form 10-Q for the quarters ended March 26,
2000 and June 25, 2000; and
o Current Reports on Form 8-K dated February 15, May 2, July 3, and
August 15, 2000 and Current Report on Form 8-K/A dated October 16,
2000.
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 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 any unsold 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.
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Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Certain legal matters in connection with this offering will be passed
upon by Nixon Peabody 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 26, 1999 and by reference to the Company's Form 8-K/A dated October 16,
2000 have been incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, on the authority of that firm as experts in
auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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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 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.
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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.
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Not applicable.
ITEM 8. EXHIBITS.
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5. Opinion and consent of Nixon Peabody 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 (1)(i) and (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 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
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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) 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.
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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 17th day of October 2000.
GANNETT CO., INC.
By: /S/ Douglas H. McCorkindale
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Douglas H. McCorkindale
Vice Chairman, Chief Executive
Officer 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
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/S/ John J. Curley Chairman, Director October 17, 2000
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John J. Curley
/S/ Douglas H. McCorkindale Vice Chairman Chief Executive
- --------------------------- Officer and President, Director October 17, 2000
Douglas H. McCorkindale
/S/ Larry F. Miller Executive Vice President and October 17, 2000
- --------------------------- Chief Financial Officer
Larry F. Miller
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
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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/ H. Jesse Arnelle Director October 17, 2000
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H. Jesse Arnelle
/S/ Meredith A. Brokaw Director October 17, 2000
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Meredith A. Brokaw
/S/ Stuart T. K. Ho Director October 17, 2000
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Stuart T. K. Ho
/S/ Drew Lewis Director October 17, 2000
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Drew Lewis
/S/ Samual J. Palmisano Director October 17, 2000
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Samuel J. Palmisano
/S/ Karen Hastie Williams Director October 17, 2000
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Karen Hastie Williams
53624
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EXHIBIT INDEX
5. Opinion and consent of Nixon Peabody LLP
23. Consent of PricewaterhouseCoopers LLP
EXHIBIT 5
401 Ninth Street NW
9th Floor
Washington, D.C. 20004
(202) 585-8000
Fax: (202) 585-8080
Direct Dial: (202) 585-8389
October 19, 2000
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, VA 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 40,000 shares
of common stock, par value $1 ("Shares") to be issued in connection with the
Central Newspapers, Inc. Savings Plus Plan (the "Plan") and which are offered to
eligible employees of Central Newspapers, Inc. 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) payment
of the purchase price is made by participating employees in the manner provided
by the Plan, the Shares 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 Peabody LLP
53624
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 January 31, 2000 relating to the
financial statements of Gannett Co., Inc., which appears in Gannett Co., Inc.'s
Annual Report on Form 10-K for the fifty-two week period ended December 26,
1999, and our report dated January 28, 2000 relating to the financial statements
of Central Newspapers, Inc. for the fifty-two week period ended December 26,
1999, which appears in the Form 8-K/A of Gannett Co., Inc. dated October 16,
2000. We also consent to the reference to us under the heading "Interests of
named Experts and Counsel" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
Washington, D.C.
October 18, 2000
53624.2