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As filed with the Securities and Exchange Commission on June 24, 1994
REGISTRATION NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE WASHINGTON POST COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 53-0182885
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
1150 15th St., N.W.
Washington, D.C. 20071
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
The Washington Post Company Stock Option Plan
(FULL TITLE OF PLAN)
Diana M. Daniels
Vice President and General Counsel
The Washington Post Company
1150 15th Street, N.W.
Washington, D.C. 20071
(202) 334-6694
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, N.Y. 10019
(212) 474-1000
Attention: Melvin L. Bedrick, Esq.
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE (1)
REGISTERED REGISTERED SHARE (1) PRICE (1)
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Class B Common Stock, par value 500,000 $236.1875 $118,093,750.00 $40,721.98
$1.00 per share
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(1) Pursuant to Rule 457(h) and Rule 457(c), the proposed maximum offering
price per share and the registration fee are based on the reported average
of the high and low prices for The Washington Post Company Class B Common
Stock on the New York Stock Exchange on June 17, 1994.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 1/
ITEM 1. PLAN INFORMATION.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by
The Washington Post Company (the "Company") (File No. 1-6714) with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), as the case may be, are incorporated by reference
herein and shall be deemed to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended January 2, 1994, relating to the Company's Class B Common
Stock, par value $1.00 per share.
(b) All other reports filed with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
since January 2, 1994.
(c) The description of the Company's Class B Common Stock
contained in the Company's Registration Statement on Form 8-A filed
under the Exchange Act, dated January 1, 1990, including any
amendments or reports filed for the purposes of updating such
description.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be
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1/ This information is not required to be included in, and
is not incorporated by reference in, this Registration Statement.
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deemed to be incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").
Any statement contained in an Incorporated Document 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 Incorporated Document 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 contents of the Company's Registration Statement on Form
S-8 (Registration No. 2-42170), as amended, filed with the Commission on
October 21, 1971, is hereby incorporated by reference in this Registration
Statement. This Registration Statement is being filed with the Commission for
the purpose of registering additional shares of the Company's Class B Common
Stock issuable under the Company's Stock Option Plan.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article NINTH of the Certificate of Incorporation of the
Company provides that the personal liability of the directors of the Company
shall be limited to the fullest extent permitted by applicable law. Section
145 of the Delaware General Corporation Law ("DGCL") permits a corporation's
certificate of incorporation to provide that no director of the corporation
shall be personally liable to the corporation or its stockholders for monetary
damages for any breach of his fiduciary duty as a director; provided, however,
that, pursuant to Section 102(b)(7) of the DGCL, such provision shall not apply
to any liability of a director (1) for any breach of a director's duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions that
are not in good faith or involve intentional misconduct or a knowing violation
of the law, (3) under
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Section 174 of the DGCL or (4) for any transaction from which the director
derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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3(a) -- Certificate of Incorporation of the Company, as amended
through May 12, 1988 (included as Exhibit 3 to the Company's
Form 8-K filed with the Commission on May 31, 1988). 2/
3(b) -- By-laws of the Company, as amended through September 9, 1993
(included as Exhibit 3 to the Company's Form 10-Q for the
quarter ended October 3, 1993). 2/
4 -- The Washington Post Company Stock Option Plan, as amended and
restated through May 13, 1993 (included as Exhibit 10 to the
Company's Form 10-Q for the quarter ended April 4, 1993). 2/
5 -- Opinion of Cravath, Swaine & Moore as to the legality of
securities offered under the Company's Stock Option Plan.
23(a) -- Consent of Independent Accountants.
23(b) -- Consent of Cravath, Swaine & Moore (contained in Exhibit 5
hereto).
24 -- Power of Attorney.
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2/ Incorporated by reference.
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, 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 event arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
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
information required to be included in a post- effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this 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 securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(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
the purpose of determining any liability under the Securities Act of 1933, each
filing of the Company'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 this
Registration
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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 hereof.
(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 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 Company 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.
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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 Washington, D.C., on June 24, 1994.
THE WASHINGTON POST COMPANY,
By John B. Morse, Jr.
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John B. Morse, Jr.
Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities indicated on June 24, 1994:
Donald E. Graham Chairman of the Board and Chief
Executive Officer (Principal
Executive Officer) and Director
Alan G. Spoon President, Chief Operating Officer
and Director
Katharine Graham Chairman of the Executive
Committee of the Board and Director
John B. Morse, Jr. Vice President-Finance (Principal
Financial and Accounting Officer)
James E. Burke Director
Martin Cohen Director
George J. Gillespie, III Director
Ralph E. Gomory Director
Donald R. Keough Director
Barbara Scott Preiskel Director
William J. Ruane Director
Richard D. Simmons Director
George W. Wilson Director
By John B. Morse, Jr.
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John B. Morse, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Numbers Description
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5 Opinion of Cravath, Swaine & Moore as to the legality of
securities offered under the Company's Stock Option Plan
23(a) Consent of Independent Accountants
23(b) Consent of Cravath, Swaine & Moore (contained in Exhibit
5 hereto)
24 Power of Attorney