As filed with the Securities and Exchange Commission on May 8, 2001
Registration No. 333-_______
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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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GANNETT CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 16-0442930
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1100 Wilson Boulevard
Arlington, Virginia 22234
(Address of Principal Executive Offices)
Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan
(Full Title of the 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 and Telephone Number of Agent for Service)
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Copy to:
John C. Partigan, Esq.
Nixon Peabody LLP
401 9th Street, N.W., Suite 900
Washington, D.C. 20004
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Approximatedate of proposed offering: As soon
as practical after
the effective date of this registration statement.
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Offering Price Aggregate Offering
Securities to be Amount to be Per Share Price Amount of
Registered Registered Registration Fee
Common Stock,
$1.00 Par Value 10,000 (1) $64.85 (2) (3) $648,500 $162.13
(1) This registration statement is also deemed, pursuant to Instruction E to Form S-8, to relate to
11,990,000 shares previously registered on Form S-8 (No. 333-04459) in connection with a
predecessor plan, with respect to which a registration fee of $140,055.60 has previously been paid.
(2) This calculation is made solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h) and is based upon the average of the high and low reported sale prices of
the registrant's Common Stock on the New York Stock Exchange reported on May 2, 2001.
(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 on which an option is granted.
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EXPLANATORY STATEMENT
On May 24, 1996, a total of 24,000,000 shares of common stock of
Gannett Co., Inc. (the "Company") were registered by Registration Statement on
Form S-8, File No. 333-04459, as adjusted pursuant to Rule 416(b) to reflect the
Company's two-for-one stock split effective on October 6, 1997, to be issued in
connection with the Company's 1978 Executive Long-Term Incentive Plan (the "1978
Plan"). On May 8, 2001, the stockholders of the Company approved the Company's
2001 Omnibus Incentive Compensation Plan (the "2001 Plan"), which replaces the
1978 Plan. In excess of 12,000,000 shares of common stock of the Company which
were registered in connection with the 1978 Plan have not been issued under the
1978 Plan and are not covered by outstanding stock options or other awards
granted under the 1978 Plan. Pursuant to Instruction E to Form S-8 and the
telephonic interpretation of the Securities and Exchange Commission set forth at
Q.89 in the Securities Act Forms section of the Division of Corporation
Finance's Manual of Publicly-Available Telephone Interpretations (January 1997),
11,990,000 of such shares are carried forward to, and deemed covered by, this
Registration Statement on Form S-8 in connection with the 2001 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I of Form S-8 will
be sent or given to employees eligible to participate in the 2001 Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933. Those documents and
the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Incorporated by reference in this Prospectus are the following
documents filed pursuant to the Securities Exchange Act of 1934:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed on March 27, 2001.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters any unsold securities, 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, except as so modified or superseded, to constitute a part of this
registration statement.
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 (other than exhibits to such documents unless such
exhibits are specifically incorporated therein by reference into 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.
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K for the year ended December 31, 2000
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. The legality of the shares offered under the 2001 Plan
has been passed upon by Thomas L. Chapple, Esq., Senior Vice President, General
Counsel and Secretary of the Company. Mr. Chapple is eligible to participate in
the 2001 plan.
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Senior Vice President, General Counsel and Secretary of the Company. Mr. Chapple
is eligible to participate in the 2001 Plan.
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 or she acted in good faith and in a manner he
or she 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 or she acted in
good faith and in a manner he or she 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. This statute requires
indemnification of such officers and directors against expenses to the extent
they may be successful in defending any such action. The statute 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 who is or was involved or
threatened to be made so involved in any action, suits 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 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 such By-laws
and Article NINTH of such Certificate of Incorporation, as applicable.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
4 - Gannett Co., Inc. 2001 Omnibus Incentive Compensation Plan.
5 - Opinion of Thomas L. Chapple, Esq.
23(a) - Consent of PricewaterhouseCoopers LLP.
23(b) - Consent of Thomas L. Chapple, Esq. (included in Exhibit 5).
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;
(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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
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 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.
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(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 of 1933, each filing of the
registrant'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 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 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
Securities Act of 1933 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 Securities
Act of 1933 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 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 Arlington, State of Virginia on May 8, 2001.
GANNETT CO., INC.
By:/s/Thomas L. Chapple
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Thomas L. Chapple
Senior Vice President,
General Counsel and Secretary
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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/Douglas H. McCorkindale
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Douglas H. McCorkindale Chairman, President, Chief Executive May 8, 2001
Officer, Director
/s/Larry F. Miller
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Larry F. Miller Executive Vice President and May 8, 2001
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints 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 to this
registration statement pursuant to the Securities Act of 1933, as amended, and
to file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, 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 confirming all that said
attorneys-in-fact and agents or any of them, or their or his 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.
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SIGNATURE TITLE DATE
/s/H. Jesse Arnelle
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H. Jesse Arnelle Director May 8, 2001
/s/Meredith A. Brokaw
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Meredith A. Brokaw Director May 8, 2001
/s/James A. Johnson
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James A. Johnson Director May 8, 2001
/s/James A. Johnson
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Stephen P. Munn Director May 8, 2001
/s/Samuel J. Palmisano
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Samuel J. Palmisano Director May 8, 2001
/s/Karen Hastie Williams
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Karen Hastie Williams Director May 8, 2001
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Exhibit Number Description of Exhibits Page
4 Gannett Co., Inc. 2001
Omnibus Incentive Compensation Plan.
5 Opinion of Thomas L. Chapple, Esq.
23(a) Consent of PricewaterhouseCoopers LLP.
23(b) Consent of Thomas L. Chapple, Esq.
(included in Exhibit 5).