As filed with the Securities and Exchange Commission on May 24, 1996.
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. 1978 Executive Long-Term Incentive 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:
Joseph H. Reynolds, 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
- ------------- ---------- -------- ------------ ------------
Common Stock,
$1.00 par value 12,000,000(1) $67.75 (2)(3) $813,000,000 $280,344.82
(1) As permitted by Rule 429(b), the prospectus
contained in this Registration Statement is a
combined prospectus which also covers securities
covered by Registration Statement No. 28413.
(2) Calculated pursuant to Rule 457(h), solely for the
purpose of computing the registration fee, based
on the average of the high and low prices for the
Common Stock as reported by the New York Stock
Exchange on May 21, 1996.
(3) In accordance with the Plan, the actual offering
price of each share shall be 100% of the "Fair
Market Value" of the Common Stock on the date in
which an option is granted.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Information specified in Part I of Form S-8 (Items 1 and 2)
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 (the "Securities Act").
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 31, 1995; (ii) Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; and (iii) the description of the
Company's Common Stock in Registration Statement No. 33-28413 on
Form S-8 filed May 1, 1989.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Securities Exchange Act") after the date of this
Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered hereunder have been sold or deregisters all securities
then remaining unsold 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 to constitute a part of this
Registration Statement, except as so modified or superseded.
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 herein
(other than exhibits to such documents unless such exhibits are
specifically incorporated by reference therein and made a part of
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 31, 1995 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.
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 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 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. The DGCL requires
indemnification of such officers and directors against expenses
to the extent they may be successful in defending any such
action. The DGCL 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 and 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 the inclusion of 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.
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 the Company's By-Laws and Article NINTH of the
Company's Certificate of Incorporation, as applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5. Opinion and consent of Nixon, Hargrave, Devans &
Doyle LLP
10. Gannett Co., Inc. 1978 Executive Long-Term Incentive
Plan, as amended
23. Consent of Price Waterhouse 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; and
(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 (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on
Form S-3, Form S-8 or Form F-3, 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, 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 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, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act) 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) Reference is made to the indemnification provisions
referred in Item 6 of this Registration Statement.
Insofar as indemnification for liabilities arising under
the Securities Act 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 Act
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.
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 6th day
of May, 1996.
GANNETT CO., INC.
By: s/ Douglas 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 May 6, 1996
- ----------------- Executive Officer, Director
John J. Curley
s/ Douglas H. McCorkindale Vice Chairman,
- -------------------------- Chief Financial May 6, 1996
Douglas H. McCorkindale and Administrative Officer,
Director
s/ Larry F. Miller Senior Vice President/Financial May 6, 1996
- ------------------ Planning and Controller
Larry F. Miller
______________________________
POWER OF ATTORNEY
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 (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any other regulatory
authority, 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/her 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 May 6, 1996
- --------------------
Andrew F. Brimmer
s/ Meredith A. Brokaw Director May 6, 1996
- ---------------------
Meredith A. Brokaw
s/ Rosalynn Carter Director May 6, 1996
- ------------------
Rosalynn Carter
s/ Peter B. Clark Director May 6, 1996
- ------------------
Peter B. Clark
s/ Stuart T. K. Ho Director May 6, 1996
- ------------------
Stuart T. K. Ho
s/ Drew Lewis Director May 6, 1996
- -------------
Drew Lewis
s/ Josephine P. Lewis Director May 6, 1996
- ---------------------
Josephine P. Louis
s/ Rollan D. Melton Director May 6, 1996
- -------------------
Rollan D. Melton
s/ Thomas A. Reynolds, Jr. Director May 6, 1996
- --------------------------
Thomas A. Reynolds, Jr.
s/ Carl T. Rowan Director May 6, 1996
- ----------------
Carl T. Rowan
s/ Dolores D. Wharton Director May 6, 1996
- ---------------------
Dolores D. Wharton
Exhibit Index
Exhibit No. Description
5. Opinion and consent of Nixon, Hargrave, Devans
& Doyle LLP
10. Gannett Co., Inc. 1978 Executive Long-Term
Incentive Plan
23. Consent of Price Waterhouse LLP