As filed with the Securities and
Exchange Commission on September 8, 2000 Registration No. 333-______
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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JOURNAL COMMUNICATIONS, INC.
(Exact name of co-registrant as specified in its charter)
Wisconsin 39-0382060
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
333 West State Street
Milwaukee, Wisconsin 53203
(Address of Principal Executive Offices, including Zip Code)
JOURNAL EMPLOYEES' STOCK TRUST
(Exact name of co-registrant as specified in its charter)
Wisconsin 39-6153189
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
333 West State Street
Milwaukee, Wisconsin 53203
(Address of Principal Executive Offices, including Zip Code)
JOURNAL EMPLOYEES' STOCK TRUST AGREEMENT
(Full title of the plan)
Paul E. Kritzer
333 West State Street
Milwaukee, Wisconsin 53203
(414) 224-2374
(Name, address and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------- ---------- -------------- ----------------- ----------------
Proposed Proposed
Title of Amount Maximum Maximum Aggregate
Securities to be to be Offering Price Offering Amount of
Registered Registered Per Unit (1) Price Registration Fee
- ------------------- ---------- -------------- ----------------- ----------------
Units of Beneficial 15,000,000 $32.42 $486,300,000 $128,383.20
Interest units
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(1) Estimated solely for the purpose of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in Part
I are not required to be filed with the Securities and Exchange Commission (the
"Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission are hereby
incorporated in this Registration Statement by reference:
(a) The Annual Reports on Form 10-K of Journal Communications, Inc.
(the "Company") and of the Journal Employees' Stock Trust (the
"Trust") for the fiscal year ended December 31, 1999.
(b) All reports filed by the Company and by the Trust pursuant to
Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 1999.
(c) The description of the Units of Beneficial Interest issued by the
Trust contained in pages 11-14 of the Trust's Registration
Statement on Form 10 dated June 27, 1974, and any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
units covered by this Registration Statement have been sold or which deregisters
all units then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and shall be a part hereof from the date of
filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities being registered hereunder will be
passed on for the Company and the Trust by Paul E. Kritzer, Vice President and
Secretary of the Company. Mr. Kritzer is a full-time employee of the Company and
at September 8, 2000, directly or beneficially owned approximately 93,590 Units.
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Item 6. Indemnification of Directors and Officers.
The By-laws of the Company provide that the directors and officers of
the Company, any trustee of the Trust or of any employee benefit plan of the
Company and any person serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture or
trust are entitled to mandatory indemnification from the Company against certain
liabilities (which may include liabilities under the Securities Act of 1933) and
expenses (i) to the extent such persons are successful in the defense of a
proceeding and (ii) in proceedings in which the person is not successful in
defense thereof, unless (in the latter case only) it is determined that such
person breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the person had
a material conflict of interest; (b) a violation of the criminal law, unless the
person had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (c) a transaction
from which the person derived an improper personal profit; or (d) willful
misconduct. It should be noted that the Wisconsin Business Corporation Law
specifically states that it is the public policy of Wisconsin to require or
permit indemnification in connection with a proceeding involving securities
regulation, as described therein, to the extent required or permitted as
described above. In addition, the Wisconsin Business Corporation Law would
require mandatory indemnification of directors and officers of the Company under
certain circumstances, as more fully described in Sections 180.0850 through
180.0859 thereof.
Expenses for the defense of any action for which indemnification may
be available are required to be advanced by the Company under certain
circumstances.
The indemnification provided by the Wisconsin Business Corporation Law
and the Company's By-laws is not exclusive of any other rights to which a
director, officer or other person may be entitled. The general effect of the
foregoing provisions may be to reduce the circumstances under which an officer,
director or other person may be required to bear the economic burden of the
foregoing liabilities and expense.
The Company also maintains director and officer liability insurance
against certain claims and liabilities which may be made against the Company's
former, current or future directors or officers or persons serving at the
request of the Company or positions with other entities as described above.
The Journal Employees' Stock Trust Agreement provides that the
trustees shall not incur any liability for any error of judgment or mistake of
law, or for any action or omission in the administration of the Trust, except
for individual willful misconduct, and that they shall be entitled to
exoneration from all liabilities incurred by them in the bona fide discharge of
their duties as trustees.
Item 7. Exemption from Registration Claimed.
Not Applicable.
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Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
(4.1) Articles of Association of Journal Communications, Inc., as
amended
(4.2) By-laws of Journal Communications, Inc., as amended
(4.3) The Journal Employees' Stock Trust Agreement dated May 15,
1937, as amended (incorporated by reference to Exhibit 9 to
the Annual Report on Form 10-K of Journal Communications,
Inc. for the fiscal year ended December 31, 1995 (Commission
File No. 0-7831))
(4.4) Further amendment to Journal Employees' Stock Trust
Agreement as approved by unitholders on October 30, 1996
(incorporated by reference to Exhibit A to the Definitive
Proxy Statement of the Journal Employees' Stock Trust
included in the Journal Employees' Stock Trust's Schedule
14A filed October 1, 1996 (Commission File No. 0-7832))
(5) Opinion of Counsel
(23.1) Consent of Independent Auditor
(23.2) Consent of Counsel (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
(a) The undersigned registrants hereby undertake:
(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, as amended;
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(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 previously disclosed in the Registration
Statement or any material change to such information set forth 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 with or furnished to the
Commission by the registrants pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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 registrants hereby undertake that, for purposes
of determining any liability under the Securities Act of 1933, as amended, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in this 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, as amended, may be permitted to directors, officers and
controlling persons of the registrants pursuant to the foregoing provisions, or
otherwise, the registrants have been advised that in the opinion of the
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 registrants of expenses
incurred or paid by a director, officer or controlling person of the registrants
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 registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them 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
registrants certify that they have reasonable grounds to believe that they meet
all of the requirements for filing on Form S-8 and have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on
September 7, 2000.
JOURNAL COMMUNICATIONS, INC. JOURNAL EMPLOYEES' STOCK TRUST
By: /s/ Steven J. Smith By: /s/ Steven J. Smith
--------------------------------- ----------------------------------
Steven J. Smith Steven J. Smith
Chairman of the Board Trustee
and Chief Executive Officer
Power of Attorney
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 dates indicated. Each person whose signature appears below
constitutes and appoints Steven J. Smith, Paul E. Kritzer and Paul M. Bonaiuto
and each of them individually, his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him or her and in
his or her 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, granting unto
each said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully as he
or she might or could do in person, hereby ratifying and confirming all that
each said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Signature Title Date
--------- ----- ----
JOURNAL COMMUNICATIONS, INC.
/s/ Todd K. Adams Director September 7, 2000
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Todd K. Adams
/s/ David A. Anderson Director September 7, 2000
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David A. Anderson
Executive Vice
/s/ Paul M. Bonaiuto President, Chief September 7, 2000
- ------------------------------- Financial Officer
Paul M. Bonaiuto and Director
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Director September , 2000
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James J. Ditter
Director September , 2000
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Carl L. Dittoe
/s/ Robert M. Dye Director September 7, 2000
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Robert M. Dye
Director September , 2000
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James L. Forbes
Director September , 2000
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Carl D. Gardner
Director September , 2000
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Richard J. Gasper
Director September , 2000
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Joseph P. Hoffman
/s/ Stephanie E. Hughes Director September 7, 2000
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Stephanie E. Hughes
Director September , 2000
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Stephen O. Huhta
Director September , 2000
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Mark J. Keefe
/s/ Douglas G. Kiel Director September 7, 2000
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Douglas G. Kiel
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Director September , 2000
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Kenneth L. Kozminski
/s/ Paul E. Kritzer Director September 7, 2000
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Paul E. Kritzer
/s/ Ronald G. Kurtis Director September 7, 2000
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Ronald G. Kurtis
/s/ Judith A. Leonard Director September 7, 2000
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Judith A. Leonard
Director September , 2000
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David G. Meissner
Director September , 2000
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Roger D. Pierce
/s/ James P. Prather Director September 7, 2000
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James P. Prather
Director September , 2000
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Phillippe L. Secker
Chairman of
/s/ Steven J. Smith the Board, Chief September 7, 2000
- ------------------------------- Executive Officer
Steven J. Smith and Director
/s/ Keith P. Spore Director September 7, 2000
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Keith P. Spore
Director September , 2000
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Thomas J. Szews
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/s/ Joseph C. Taschler III Director September 7, 2000
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Joseph C. Taschler III
/s/ Karen O. Trickle Director September 7, 2000
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Karen O. Trickle
JOURNAL EMPLOYEES' STOCK TRUST
/s/ Steven J. Smith Trustee September 7, 2000
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Steven J. Smith
/s/ Douglas G. Kiel Trustee September 7, 2000
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Douglas G. Kiel
/s/ Paul M. Bonaiuto Trustee September 7, 2000
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Paul M. Bonaiuto
/s/ Keith K. Spore Trustee September 7, 2000
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Keith K. Spore
Trustee September , 2000
- -------------------------------
James J. Ditter
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EXHIBIT INDEX
JOURNAL COMMUNICATIONS, INC.
JOURNAL EMPLOYEES' STOCK TRUST
JOURNAL EMPLOYEES' STOCK TRUST AGREEMENT
Exhibit No. Exhibit
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(4.1) Articles of Association of Journal Communications, Inc.,
as amended
(4.2) By-laws of Journal Communications, Inc., as amended
(4.3) The Journal Employees' Stock Trust Agreement dated May
15, 1937, as amended (incorporated by reference to
Exhibit 9 to the Annual Report on Form 10-K of Journal
Communications, Inc. for the fiscal year ended December
31, 1995 (Commission File No. 0-7831))
(4.4) Further amendment to Journal Employees' Stock Trust
Agreement as approved by unitholders on October 30,
1996 (incorporated by reference to Exhibit A to the
Definitive Proxy Statement of the Journal Employees'
Stock Trust included in the Journal Employees' Stock
Trust's Schedule 14A filed October 1, 1996 (Commission
File No. 0-7832))
(5) Opinion of Counsel
(23.1) Consent of Independent Auditor
(23.2) Consent of Counsel (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
E-1