AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 1997
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION UNDER THE SECURITIES ACT OF 1933
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FISHER COMPANIES INC.
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(Exact name of registrant as specified in its charter)
WASHINGTON 91-0222175
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1525 ONE UNION SQUARE, 600 UNIVERSITY STREET, SEATTLE, WASHINGTON 98101-3185
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(Address of Principal Executive Offices) (Zip Code)
FISHER COMPANIES INCENTIVE PLAN OF 1995
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(Full title of plan)
DAVID D. HILLARD
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1525 One Union Square, 600 University Street, Seattle, Washington 98101-3185
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(Name and address of agent for service)
(206) 624-2752
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Proposed
Proposed maximum maximum
Title of Amount offering aggregate Amount of
securities to be to be price offering registration
registered registered (1) per share (2) price (2) fee
- ---------- -------------- ------------- --------- ---
Common shares, 277,616 $129.50 $35,951,272 $10,894.32
par value $2.50
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Notes:
1. Represents Common Shares of $2.50 par value ("Common Shares") being
registered under the Incentive Plan of 1995 ("Plan") of Fisher Companies Inc.
("Registrant"), together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance under the
Plan as a result of a future stock split, stock dividend or similar adjustment,
as permitted by Rule 416.
2. Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rules 457(c) and (h) under the Securities Act of
1933, as amended ("Act"), the price per share is estimated to be $129.50 based
upon the trading price of the transactions in Registrant's Common Shares on
July 18, 1997, as quoted by P.C. Quote, Inc. on July 18, 1997.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference in the
Registration Statement. In addition, all documents subsequently filed by
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended ("Exchange Act") prior to Registrant's filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents.
(a) The Registrant's registration statement on Form 10 (Registration No.
000-22439), filed on April 25, 1997, as amended by Pre-effective Amendment No. 1
to Form 10 filed June 6, 1997, and Pre-effective Amendment No. 2 to Form 10
filed June 18, 1997, pursuant to Section 12(g) of the Exchange Act, which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by Registrant's document
referred to in (a) above.
(c) The description of the Common Shares contained in the Registration
Statement on Form 10 (Registration No. 000-22439), filed on April 25, 1997, as
amended by Pre-effective Amendment No. 1 to Form 10 filed on June 6, 1997, and
Pre-effective Amendment No. 2 to Form 10 filed on June 18, 1997, pursuant to
Section 12(g) of the Exchange Act.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares offered pursuant to the Fisher Companies
Incentive Plan of 1995 will be passed upon by Graham & Dunn, PC, 1420 Fifth
Avenue, 33rd Floor, Seattle, Washington 98101.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Washington Business Corporation Act ("WBCA") sets forth certain
mandatory and permissive provisions which a Washington corporation may utilize
in indemnifying and/or advancing expenses to its directors, officers, employees
and agents. The WBCA also authorizes a corporation to adopt its own provisions
governing indemnification and advancement of expenses. Such provisions must be
contained in the corporation's articles of incorporation, a bylaw adopted or
ratified by shareholders, or a resolution adopted or ratified by shareholders.
In no case, however, may such provisions authorize indemnification or
advancement of expenses to any director, officer, employee or agent for (a) acts
or omissions finally adjudged to be intentional misconduct or a knowing
violation of law, (b) conduct finally adjudged to be in violation of Section
23B.08.310 of the WBCA (regarding unlawful distributions), and (c)
conduct from which the person received a benefit in money, property or services
to which he or she was adjudged to be not legally entitled.
Registrant's Articles and the Bylaws, taken together, provide that the
Registrant shall indemnify any person who was or is involved in any manner or
was or is threatened to be made so involved in any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such person is or was a director or
director-officer of Registrant or any of its subsidiaries, against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such proceeding. Registrant may not, however,
provide such indemnification on account of (a) acts or omissions finally
adjudged to be intentional misconduct or knowing violation of law; (b) conduct
finally adjudged to be in violation of Section 23B.08.310 of the Revised Code of
Washington; or (c) any transaction with respect to which it was finally adjudged
that such person personally received a benefit in money, property, or services
to which such person was not entitled (the foregoing instances being defined in
Registrant's Bylaws as "egregious conduct"). The Articles provide that no
director of Registrant will be liable to Registrant or to its shareholders, or
to any subsidiary or its shareholders, for monetary damages for conduct as a
director or director-officer except in instances involving egregious conduct.
The rights to indemnification provided by the Articles and Bylaws include the
right to receive payment of any expenses incurred by the person being
indemnified in connection with a proceeding in advance of the final disposition
of the proceeding consistent with applicable law. Such rights are not exclusive
of any other rights to which any person seeking indemnification may otherwise be
entitled. The Articles and Bylaws also specify or incorporate by reference
certain procedures, presumptions and remedies that apply with respect to the
right to indemnification and the advancement of expenses.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 Registrant's Articles of Incorporation. (1)
4.2 Registrant's Bylaws. (2)
5.1 Opinion of Graham & Dunn, P.C., Registrant's legal counsel, dated
July 25, 1997.
23.1 Consent of Graham & Dunn (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP.
24.1 Powers of Attorney (included in Signature Page).
99.1 Registrant's Incentive Plan of 1995.
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(1) Incorporated by reference from Exhibit 3.1 of Registrant's
registration statement on Form 10 (Registration No. 000-22439), filed
on April 25, 1997, pursuant to Section 12(g) of the Exch ange Act.
(2) Incorporated by reference from Exhibit 3.2 of Registrant's
registration statement on Form 10 (Registration No. 000-22439), filed
on April 25, 1997, pursuant to Section 12(g) of the Exch ange Act.
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;
(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, represent
a fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
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section 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 with or
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act 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
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 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has 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 Registrant of expenses incurred or paid by a director,
officer of controlling person of the Registrant 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
Pursuant to the requirements of the Securities Act, 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 the City of Seattle, State of Washington, on the 25th day of
July, 1997.
FISHER COMPANIES INC.
By: /s/ William W. Krippaehne, Jr.
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William W. Krippaehne, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
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Each person whose individual signature appears below hereby authorizes and
appoints William W. Krippaehne, Jr. and David D. Hillard, and each of them, with
full power of substitution and full power to act without the other, as his true
and lawful attorney-in-fact and agent to act in his name, place and stead, and
to execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file any and all amendments to this Registration
Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated,
on the 25th day of July, 1997.
Signature Title
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/s/ William W. Krippaehne, Jr. President and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
William W. Krippaehne, Jr.
/s/ David D. Hillard Senior Vice President, Chief Financial
- -------------------- Officer and Secretary
David D. Hillard (Principal Financial and Accounting Officer)
/s/ Glen P. Christofferson Vice President and Controller (Controller)
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Glen P. Christofferson
/s/ Robin E. Campbell Director
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Robin E. Campbell
/s/ James W. Cannon Director
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James W. Cannon
/s/ George D. Fisher Director
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George D. Fisher
/s/ Phelps K. Fisher Director
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Phelps K. Fisher
/s/ William O. Fisher Director
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William O. Fisher
/s/ Carol H. Fratt Director
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Carol H. Fratt
/s/ Donald G. Graham, Jr. Director
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Donald G. Graham, Jr.
/s/ Donald G. Graham, III Director
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Donald G. Graham, III
/s/ John D. Mangels Director
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John D. Mangels
/s/ Jean F. McTavish Director
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Jean F. McTavish
/s/ Jacklyn F. Meurk Director
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Jacklyn F. Meurk
/s/ W. W. Warren Director
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W. W. Warren
/s/ W. W. Warren, Jr. Director
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W. W. Warren, Jr.