As filed with the Securities and Exchange Commission on October 26, 2006
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
GATEHOUSE MEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4197635
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
350 Willowbrook Office Park
Fairport, New York 14450
(Address of principal executive offices)
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GateHouse Media, Inc. Omnibus Stock Incentive Plan
(Full title of the plan)
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Polly G. Sack, Esq.
General Counsel
GateHouse Media, Inc.
350 Willowbrook Office Park
Fairport, New York 14450
(585) 598-0030
(Name, address and telephone number, including area code, of agent for service)
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Copies to
William N. Dye, Esq.
Rosalind Fahey Kruse, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- ------------------------- ----------------------- ------------------------ ---------------------- ---------------------
Common Stock, $0.01 par
value per share
2,000,000 $21.22 $42,440,000.00 $4,541.08
========================= ======================= ======================== ====================== =====================
(1) This Registration Statement covers 2,000,000 shares of the common stock
of GateHouse Media, Inc., $0.01 par value per share (the "Common Stock"),
issuable pursuant to the GateHouse Media, Inc. Omnibus Stock Incentive Plan (the
"Plan"). In addition, this Registration Statement covers an indeterminable
number of additional shares of Common Stock as may hereafter be offered or
issued pursuant to the Plan, to prevent dilution resulting from stock splits,
stock dividends or similar transactions effected without receipt of
consideration and pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act").
(2) Estimated solely for calculating the amount of the registration fee.
The registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by GateHouse Media, Inc., a Delaware corporation (the
"Company"), are incorporated by reference into this Registration Statement:
(a) the Company's Prospectus filed on July 21, 2006 pursuant to Rule 424(b)
under the Securities Act relating to the Registration Statement on Form S-1,
Registration No. 333-135944, as amended by Amendments Nos. 1, 2, 3 and 4, filed
on September 1, 2006, September 26, 2006, October 11, 2006 and October 20, 2006,
respectively; and
(b) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, filed on October 17, 2006 pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act").
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all the securities offered hereby
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of the filing of such documents with the Commission. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also is
incorporated by reference herein) modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or to limit the personal liability of a director for violations of
the director's fiduciary duty, except (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payments of dividends of unlawful stock purchases or
redemptions), or (iv) for any transaction from which a director derived an
improper personal benefit.
Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action suit or proceeding, provided such officer, director,
employee or agent acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the corporation's best interest and, for criminal
proceedings, had no reasonable cause to believe that his conduct was unlawful. A
Delaware corporation may indemnify any officer or director in an action by or in
the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.
The Company's certificate of incorporation and by-laws generally eliminate
the personal liability of its directors for breaches of fiduciary duty as a
director and indemnify directors and officers to the fullest extent permitted by
the DGCL.
The Company intends to enter into indemnity agreements with each of its
directors and executive officers, which will provide for mandatory
indemnification of an executive officer or director made party to a "proceeding"
by reason of the fact that the indemnitee is or was an executive officer or
director of the Company, if the indemnitee acted in good faith and in a manner
the indemnitee reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal proceeding, the indemnitee had no
reasonable cause to believe that the indemnitee's conduct was unlawful. These
agreements will also obligate the Company to advance expenses to an indemnitee
provided that the indemnitee will repay advanced expenses in the event the
indemnitee is not entitled to indemnification. Indemnitees are also entitled to
partial indemnification and indemnification for expenses incurred as a result of
acting at the Company's request as a director, officer or agent of an employee
benefit plan or other partnership, corporation, joint venture, trust or other
enterprise owned or controlled by the Company.
The Company maintains an insurance policy providing for indemnification of
its officers, directors and certain other persons against liabilities and
expenses incurred by any of them in certain stated proceedings and under certain
stated conditions.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher LLP with respect to the
legality of the securities to be issued pursuant to the Plan.
23.1 Consent of KPMG LLP with respect to the consolidated financial
statements of the Company.
23.2 Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of CP Media.
23.3 Consent of Grant Thornton LLP with respect to the consolidated
financial statements of Enterprise NewsMedia, LLC.
23.4 Consent of PricewaterhouseCoopers LLP with respect to the
consolidated financial statements of Enterprise NewsMedia,
Inc. and Enterprise NewsMedia, LLC.
23.5 Consent of Willkie Farr & Gallagher LLP (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page
hereto).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the 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; and
(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)(i) and (a)(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 Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b) 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.
(c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or 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.
3. 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 Fairport, State of New York, on the 25th day of October, 2006.
GateHouse Media, Inc.
By: /s/ Michael E. Reed
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Michael E. Reed
Chief Executive Officer
Each of the undersigned officers and directors of GateHouse Media, Inc.
hereby severally constitutes and appoints Wesley R. Edens, Michael E. Reed and
Mark R. Thompson, and each of them, as the attorneys-in-fact for the
undersigned, in any and all capacities, with full power of substitution, to sign
any and all pre- or post-effective amendments to this Registration Statement,
any subsequent Registration Statement for the same offering which may be filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the
"Securities Act"), and any and all pre- or post-effective amendments thereto,
and to file the same with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, 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 he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, and
each of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Wesley R. Edens Chairman of the Board October 25, 2006
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Wesley R. Edens
/s/ Michael E. Reed Chief Executive Officer and October 25, 2006
- ----------------------- Director (principal executive
Michael E. Reed officer)
/s/ Mark R. Thompson Chief Financial Officer October 25, 2006
- ----------------------- (principal financial officer)
Mark R. Thompson
/s/ Linda A. Hill Corporate Controller October 25, 2006
- ----------------------- (principal accounting officer)
Linda A. Hill
Director October __, 2006
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Martin Bandier
/s/ Richard L. Friedman Director October 23, 2006
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Richard L. Friedman
/s/ Burl Osborne Director October 25, 2006
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Burl Osborne
Director October __, 2006
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Howard Rubin
/s/ Kevin M. Sheehan Director October 25, 2006
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Kevin M. Sheehan
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher LLP.
23.1 Consent of KPMG LLP with respect to the consolidated financial
statements of the Company.
23.2 Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of CP Media.
23.3 Consent of Grant Thornton LLP with respect to the consolidated
financial statements of Enterprise NewsMedia, LLC.
23.4 Consent of PricewaterhouseCoopers LLP with respect to the
consolidated financial statements of Enterprise NewsMedia, Inc.
and Enterprise NewsMedia, LLC.
23.5 Consent of Willkie Farr & Gallagher LLP (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page
hereto).