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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1997
REGISTRATION NO. 333-23425
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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JOURNAL REGISTER COMPANY
(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 2711 22-3498615
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
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STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NJ 08608
(609) 396-2200
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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ROBERT M. JELENIC
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
JOURNAL REGISTER COMPANY
STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NJ 08608
(609) 396-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
ANDREW R. BROWNSTEIN, ESQ. JOHN S. D'ALIMONTE, ESQ.
Wachtell, Lipton, Rosen & Katz Willkie Farr & Gallagher
51 West 52nd Street 153 East 53rd Street
New York, NY 10019 New York, NY 10022
(212) 403-1000 (212) 821-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / / _________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 10,781,250 shares $17.00 $183,281,250 $55,540(3)
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(1) Includes shares issuable upon exercise of the Underwriters' over-allotment
option. See "Underwriters."
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
(3) $52,273 of the Registration Fee was previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Trenton, State of New
Jersey, on the 7th day of May, 1997.
JOURNAL REGISTER COMPANY
By: /s/ JEAN B. CLIFTON
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Name: Jean B. Clifton
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated below.
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SIGNATURE TITLE DATE
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<C> <S> <C>
* Chairman, President, Chief Executive May 7, 1997
------------------------------------------- Officer and Director (Principal
Robert M. Jelenic Executive Officer)
Executive Vice President, Chief
* Financial Officer and Director May 7, 1997
------------------------------------------- (Principal Accounting Officer and
Jean B. Clifton Principal Financial Officer)
*
------------------------------------------- Director May 7, 1997
Douglas M. Karp
*
------------------------------------------- Director May 7, 1997
Sidney Lapidus
*
------------------------------------------- Director May 7, 1997
John L. Vogelstein
/s/ JEAN B. CLIFTON
-------------------------------------------
*By Jean B. Clifton, as Attorney-in-Fact
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II-4
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EXHIBIT 5.1
May 7, 1997
Journal Register Company
State Street Square
50 West State Street
Trenton, New Jersey 08608
Ladies and Gentlemen:
In connection with the registration of 9,375,000 shares of common
stock, par value $.01 per share (the "Shares"), of Journal Register Company (the
"Company") under the Securities Act of 1933, as amended, on Form S-1 filed with
the Securities and Exchange Commission (the "Commission") on March 17, 1997
(File No. 333-23425), as amended by Amendment No. 1 filed with the Commission on
April 21, 1997 (collectively, and as it may be further amended, the
"Registration Statement"), you have requested our opinion with respect to the
following matters.
In connection with the delivery of this opinion, we have examined
originals or copies of the Amended and Restated Certificate of Incorporation and
By-Laws of the Company as set forth as exhibits to Amendment No. 1 to the
Registration Statement, the Registration Statement, certain resolutions adopted
or to be adopted by the Board of Directors, the form of stock certificate
representing the Shares and such other records, agreements, instruments,
certificates and other documents of public officials, the Company and its
officers and representatives and have made such inquiries of the Company and its
officers and representatives, as we have deemed necessary or appropriate in
connection with the opinions set forth herein. We are familiar with the
proceedings heretofore taken, and with the additional proceedings proposed to be
taken, by the Company
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Journal Register Company
May 7, 1997
Page 2
in connection with the authorization, registration, issuance and sale of the
Shares. With respect to certain factual matters material to our opinion, we
have relied upon representations from, or certificates of, officers of the
Company. In making such examination and rendering the opinions set forth below,
we have assumed without verification the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the authenticity of
the originals of such documents submitted to us as certified copies, the
conformity to originals of all documents submitted to us as copies, the
authenticity of the originals of such later documents, and that all documents
submitted to us as certified copies are true and correct copies of such
originals.
Based on such examination and review, and subject to the foregoing, we
are of the opinion that the Shares have been duly authorized and, upon issuance,
delivery and payment therefor in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York, and we have not
considered, and we express no opinion as to, the laws of any jurisdiction other
than the laws of the United States of America, State of New York and the General
Corporation Law of the State of Delaware.
We consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm in the Prospectus that
is a part of the Registration Statement. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
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EXHIBIT 10.3
JOURNAL REGISTER COMPANY MANAGEMENT BONUS PLAN
The purpose of the Plan is to recognize the prior services of certain
management employees (collectively, the "Employees") of Journal Register Company
(the "Company") and such employees' contributions to the Company's financial
performance and growth.
The Employees whose names and addresses are set forth on Schedule A
hereto shall be awarded, subject to the pricing of the Company's currently
contemplated initial public offering, the number of shares of common stock,
par value $.01 per share of the Company (the "Common Stock"), and the amount
of cash, subject to applicable withholdings, in each case set forth opposite
his or her name. The Board of Directors of the Company may, in its sole
discretion and subject to the pricing of the Company's currently contemplated
initial public offering, grant to Employees whose names are not set forth on
Schedule A hereto such number of shares of Common Stock and such amount of
cash, subject to applicable withholdings, as the Board in each case
determines appropriate. Notwithstanding the foregoing, in no event shall (i)
the number of shares of Common Stock awarded pursuant to this Plan exceed
1,100,000 in the aggregate and (ii) the amount of cash awarded pursuant to
this Plan exceed an amount equal, in the aggregate, to 82% of the total value,
as of the date of award, of the number of shares of Common Stock awarded
hereinunder.
The Company has covenanted to file with the Securities and Exchange Commission
a Registration Statement under the Securities Act of 1933, as amended, with
respect to such shares of Common Stock. No shares of Common Stock awarded under
this Plan shall be issued to the recipients thereof until such Registration
Statement has become effective.
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Name and Address Common Stock Cash
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Robert M. Jelenic 406,102 *
16 Sleepy Hollow Lane
Princeton Junction,
NJ 08550
Jean B. Clifton 203,051 *
6 Weatherfield Drive
Newtown, PA 18940
Allen J. Mailman 46,148 *
65 West Long Drive
Lawrenceville, NJ 08648
Trish K. Dresser 46,148 *
13232 Taylor Court
Lawrenceville, NJ 08648
William J. Rush 46,148 *
13 Linden Shores
Branford, CT 06405
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* The amount of cash is equal to forty-five fifty-fifths (45/55ths) of the
total value, as of the date of award, of the number of shares of Common Stock
awarded to such person.
