Table of Contents
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(D) of the
Securities Exchange Act of 1934
| September 27, 2002 | 1-13796 | |
| Date of Report (Date of earliest event reported) | Commission File Number |
Gray Television, Inc.
(Exact name of registrant as specified in its charter)
| Georgia | 52-0285030 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
4370 Peachtree Road, NE
Atlanta, Georgia 30319
(Address of Principal Executive Offices) (Zip Code)
(404) 504-9828
(Registrant’s telephone number, including area code)
TABLE OF CONTENTS
Table of Contents
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| (a)-(b) | Not applicable | |
| (c) | Exhibits |
| Exhibit 4.1 | Form of Lockup Agreement by and among certain stockholders and/or officers and/or directors of Gray Television, Inc. and Deutsche Bank Securities Inc. and Merrill Lynch & Co. | |
| Exhibit 5.1 | Opinion of Proskauer Rose LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| Exhibit 5.2 | Opinion of Troutman Sanders LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| Exhibit 8.1 | Opinion of Proskauer Rose LLP as to the material U.S. federal income tax consequences to the holders of the securities offered in the Prospectus Supplement relating to the offering of shares of Common Stock | |
| Exhibit 23.1 | Consent of PricewaterhouseCoopers LLP for the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| Exhibit 23.2 | Consent of Ernst & Young LLP for the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| Exhibit 23.3 | Consent of McGladrey & Pullen, LLP for the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| Exhibit 23.4 | Consent of Proskauer Rose LLP (incorporated by reference to Exhibit 5.1) | |
| Exhibit 23.5 | Consent of Troutman Sanders LLP (incorporated by reference to Exhibit 5.2) |
2
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: | September 27, 2002 | GRAY TELEVISION, INC. | |||||
| By: | /s/ James C. Ryan | ||||||
| James C. Ryan Vice President and Chief Financial Officer |
3
Table of Contents
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| 4.1 | Form of Lockup Agreement by and among certain stockholders and/or officers and/or directors of Gray Television, Inc. and Deutsche Bank Securities Inc. and Merrill Lynch & Co. | |
| 5.1 | Opinion of Proskauer Rose LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| 5.2 | Opinion of Troutman Sanders LLP as to the legality of the securities offered in the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| 8.1 | Opinion of Proskauer Rose LLP as to the material U.S. federal income tax consequences to the holders of the securities offered in the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| 23.1 | Consent of PricewaterhouseCoopers LLP for the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| 23.2 | Consent of Ernst & Young LLP for the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| 23.3 | Consent of McGladrey & Pullen, LLP for the Prospectus Supplement relating to the offering of 27,500,000 shares of Common Stock | |
| 23.4 | Consent of Proskauer Rose LLP (incorporated by reference to Exhibit 5.1) | |
| 23.5 | Consent of Troutman Sanders LLP (incorporated by reference to Exhibit 5.2) | |
4