As filed with the Securities and Exchange Commission on May 8, 2001
Registration No. 333-04459
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1 TO
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 or Other Jurisdiction of (I.R.S. Employer Identifion No.)
Incorporation or Organization)
1100 Wilson Boulevard
Arlington, Virginia 22234
(Address of Principal Executive Offices)
Gannett Co., Inc. 1978 Executive Long-Term Incentive 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 and Telephone Number of Agent for Service)
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Copy to:
John C. Partigan, Esq.
Nixon Peabody LLP
401 9th Street, N.W., Suite 900
Washington, D.C. 20004
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EXPLANATORY STATEMENT
On May 24, 1996, a total of 24,000,000 shares of common stock of
Gannett Co., Inc. (the "Company") were registered by Registration Statement on
Form S-8, File No. 333-04459, as adjusted pursuant to Rule 416(b) to reflect the
Company's two-for-one stock split effective on October 6, 1997, to be issued in
connection with the Company's 1978 Executive Long-Term Incentive Plan (the "1978
Plan"). On May 8, 2001, the stockholders of the Company approved the Company's
2001 Omnibus Incentive Compensation Plan (the "2001 Plan"), which replaces the
1978 Plan. In excess of 12,000,000 shares of common stock of the Company which
were registered in connection with the 1978 Plan have not been issued under the
1978 Plan and are not covered by outstanding stock options or other awards
granted under the 1978 Plan. Pursuant to Instruction E to Form S-8 and the
telephonic interpretation of the Securities and Exchange Commission set forth at
Q.89 in the Securities Act Forms section of the Division of Corporation
Finance's Manual of Publicly-Available Telephone Interpretations (January 1997),
11,990,000 of such shares are carried forward to, and deemed covered by, the new
Registration Statement on Form S-8 in connection with the 2001 Plan.
PART II
Item 3. Incorporation of Documents by Reference.
The Registration Statement on Form S-8, File No. 333-04459, is
incorporated by reference herein.
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
Post Effective Amendment No. 1 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Arlington,
State of Virginia on May 8, 2001.
GANNETT CO., INC.
By:/s/Thomas L. Chapple
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Thomas L. Chapple
Senior Vice President,
General Counsel and Secretary
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/Douglas H. McCorkindale
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Douglas H. McCorkindale Chairman, President, Chief May 8, 2001
Executive Officer, Director
/s/Larry F. Miller
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Larry F. Miller Executive Vice President and May 8, 2001
Chief Financial Officer
/s/H. Jesse Arnelle
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H. Jesse Arnelle Director May 8, 2001
/s/Meredith A. Brokaw
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Meredith A. Brokaw Director May 8, 2001
/s/James A. Johnson
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James A. Johnson Director May 8, 2001
/s/Stephen P. Munn
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Stephen P. Munn Director May 8, 2001
/s/Stephen P. Munn
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Samuel J. Palmisano Director May 8, 2001
/s/Karen Hastie Williams
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Karen Hastie Williams Director May 8, 2001