As filed with the Securities and Exchange Commission on December 13, 1995
Registration No. 33-_____
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 Telephone 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)
_______________
Copies of Communications to:
Jeff M. Cohen, 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.
______________
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 $25,000,000(2)(3) 100% $25,000,000 $8,621
(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 60 months 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 $1,200,000 of
securities remaining registered under Registration Statements 33-15319 and
33-16790, pursuant to which filing fees in the amount of $4,000 were paid
relating to a total of $20,000,000 of securities originally registered
pursuant to such registration statements.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of
Form S-8 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 25, 1994, (ii) Quarterly Reports on Form 10-Q for the
quarters ended March 26, 1995, June 25, 1995 and September 24,
1995, and (iii) Current Reports on Form 8-K dated June 1, 1995,
July 27, 1995, October 23, 1995, November 21, 1995 and December
5, 1995.
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.
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 25, 1994 have been so incorporated
in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting, and the financial statements of
Multimedia, Inc. for the fiscal year ended December 31, 1994
incorporated in this Registration Statement by reference to the
Company's Current Report on Form 8-K dated October 23, 1995 have
been so incorporated in reliance on the report of KPMG Peat
Marwick 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 acted in good
faith and in a manner he 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 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 acted in good faith and in a manner he 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 there-
under, 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 Certifi-
cate 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.
ITEM 8. EXHIBITS.
4. Gannett Co., Inc. 1987 Deferred Compensation Plan
5. Opinion and consent of Nixon, Hargrave, Devans &
Doyle LLP
23a. Consent of Price Waterhouse LLP
23b. Consent of KPMG Peat Marwick 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 previ-
ously disclosed in the registra-
tion 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 statement relating to the securities
offered therein, and the offering of such secu-
rities 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.
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 require-
ments for filing on Form S-8, and has duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Arlington, Virginia, on the 12th
day of December, 1995.
GANNETT CO., INC.
By: /s/ D. H. McCorkindale
----------------------
Douglas H. McCorkindale
Vice Chairman and Chief
Financial and Administrative Officer
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, President, Chief December 12, 1995
- ------------------ Executive Officer, Director
John J. Curley
/s/ D. H. McCorkindale Vice Chairman, Chief Financial December 12, 1995
- ---------------------- Administrative Officer, and
Douglas H. McCorkindale Director
/s/ Larry F. Miller Senior Vice President/Financial December 12, 1995
- ------------------- Planning and Controller
Larry F. Miller
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Gannett Co., Inc. Deferred Compensation Com-
mittee has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Arlington, Virginia, on the 12th day of December, 1995.
GANNETT CO., INC. 1987 DEFERRED
COMPENSATION PLAN
By: /s/ Richard L. Clapp
--------------------
Richard L. Clapp
Title: Senior Vice President/Personnel
KNOW ALL MEN BY THESE PRESENTS, that each of the under-
signed 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/ Andrew F. Brimmer Director December 12, 1995
- ---------------------
Andrew F. Brimmer
/s/ Meredith A. Brokaw Director December 12, 1995
- ----------------------
Meredith A. Brokaw
/s/ Rosalynn Carter Director December 12, 1995
- -------------------
Rosalynn Carter
/s/ Peter B. Clark Director December 12, 1995
- ------------------
Peter B. Clark
/s/ Stuart T. K. Ho Director December 12, 1995
- -------------------
Stuart T. K. Ho
/s/ Drew Lewis Director December 12, 1995
- --------------
Drew Lewis
/s/ Josephine P. Louis Director December 12, 1995
- ----------------------
Josephine P. Louis
/s/ Rollan D. Melton Director December 12, 1995
- --------------------
Rollan D. Melton
/s/ Thomas A. Reynolds, Jr. Director December 12, 1995
- ---------------------------
Thomas A. Reynolds, Jr.
/s/ Carl T. Rowan Director December 12, 1995
- -----------------
Carl T. Rowan
/s/ Dolores D. Wharton Director December 12, 1995
- ----------------------
Dolores D. Wharton
EXHIBIT INDEX
4. Gannett Co., Inc. 1987 Deferred Compensation Plan Attached
5. Opinion and consent of Nixon, Hargrave, Devans & Doyle LLP Attached
23a. Consent of Price Waterhouse LLP Attached
23b. Consent of KPMG Peat Marwick LLP Attached