As filed with the Securities and Exchange Commission on July 14, 2005
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LIN TV CORP.
| Delaware | 05-0501252 | |
| (State or Other Jurisdiction of | (I.R.S. Employer Identification No.) | |
| Incorporation or Organization) | ||
| Four Richmond Square | ||
| Providence, Rhode Island | 02906 | |
| (Address of Principal Executive | (Zip Code) | |
| Offices) |
Amended and Restated 2002 Stock Plan
(Full Title of the Plan)
Gary R. Chapman
Chairman, President and Chief Executive Officer
LIN TV Corp.
Four Richmond Square
Providence, Rhode Island 02906
(Name and Address of Agent For Service)
401-454-2880
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Thomas S. Ward, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
617-526-6000
CALCULATION OF REGISTRATION FEE
| Title of | Proposed Maximum | Proposed Maximum | ||||||||||||
| Securities to be | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||
| Registered | Registered(1) | Share | Price | Registration Fee | ||||||||||
| Class A Common Stock, $0.01 par value per share | 3,600,000 shares | $14.12(2) | $50,832,000(2) | $5,983 | ||||||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on July 7, 2005. |
| Item 8. Exhibits | ||||||||
| SIGNATURES | ||||||||
| INDEX TO EXHIBITS | ||||||||
| Opinion/Consent of Wilmer Cutler Pickering Hale and Dorr LLP | ||||||||
| Consent of PricewaterhouseCoopers LLP | ||||||||
| Consent of KPMG LLP | ||||||||
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E of Form S-8 for the purpose of registering 3,600,000 additional shares of the Registrant’s Class A Common Stock issuable pursuant to the Registrant’s Amended and Restated 2002 Stock Plan.
This Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-87920, relating to the Registrant’s Amended and Restated 2002 Stock Plan.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated by reference.
- 1 -
SIGNATURES
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 Providence, Rhode Island on this 14th day of July 2005.
| LIN TV CORP. | |||||
| By: | /s/ Gary R. Chapman | ||||
| Gary R. Chapman | |||||
| Chairman, President and | |||||
| Chief Executive Officer | |||||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of LIN TV Corp., hereby severally constitute and appoint Gary R. Chapman and William A. Cunningham, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable LIN TV Corp. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Gary R. Chapman | Chairman, President and Chief Executive Officer | July 14, 2005 | ||
| Gary R. Chapman | (Principal executive officer) | |||
| /s/ Vincent L. Sadusky | Vice President, Chief Financial Officer and Treasurer | July 14, 2005 | ||
| Vincent L. Sadusky | (Principal Financial Officer) | |||
| /s/ William A. Cunningham | Vice President, Controller | July 14, 2005 | ||
| William A. Cunningham | (Principal Accounting Officer) | |||
| /s/ Randall S. Fojtasek | Director | July 14, 2005 | ||
| Randall S. Fojtasek |
- 2 -
| Signature | Title | Date | ||
| /s/ Royal W. Carlson, III | Director | July 14, 2005 | ||
| Royal W. Carlson, III | ||||
| /s/ William S. Banowsky | Director | July 14, 2005 | ||
| William S. Banowsky | ||||
| /s/ William H. Cunningham | Director | July 14, 2005 | ||
| William H. Cunningham | ||||
| /s/ Wilma Jordan | Director | July 14, 2005 | ||
| Wilma Jordan | ||||
| /s/ Peter S. Brodsky | Director | July 14, 2005 | ||
| Peter S. Brodsky |
- 3 -
INDEX TO EXHIBITS
| Number | Description | |
| 3.1(1) | Second Amended and Restated Certificate of Incorporation of LIN TV Corp., as amended | |
| 3.2(2) | Amended and Restated By-Laws of LIN TV Corp. | |
| 5 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 23.3 | Consent of KPMG LLP for Station Ventures Holdings, LLC | |
| 24 | Power of attorney (included on the signature pages of this registration statement) |
| (1) | Previously filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 001-31311) and incorporated herein by reference. | |
| (2) | Previously filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 (File No. 001-31311) and incorporated herein by reference. |
