AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1997
REGISTRATION STATEMENT FILE NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JOURNAL REGISTER COMPANY
(Exact name of registrant as specified in the charter)
Delaware 22-3498615
(State or other jurisdiction (I.R.S. Employer
of or organization) Identification No.)
State Street Square
50 West State Street
Trenton, NJ 08608
(Address of Principal Executive Offices) (Zip Code)
JOURNAL REGISTER COMPANY 1997 STOCK INCENTIVE PLAN
(full title of the plan)
Robert M. Jelenic
Chairman, President and Chief Executive Officer
Journal Register Company
State Street Square
50 West State Street
Trenton, NJ 08608
(Name and address of Agent for service)
(609) 396-2200
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered(1) maximum aggregate registration
offering offering fee
price per price(2)
share(2)
Common Stock, par
value $.01 per share 4,843,750 $14.0625 $68,115,234.38 $20,640.98
(1) Represents the maximum number of shares that may be granted under
the Journal Register Company 1997 Stock Incentive Plan (the
"Plan").
(2) Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, the registration fee is based on the reported average of
the high and low prices for the Registrant's Common Stock on the
New York Stock Exchange on May 19, 1997.<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Journal Register
Company (the "Company") with the Securities and Exchange Com-
mission (the "SEC") and are incorporated herein by reference:
1. The Company's Prospectus that was part of the
Company's Registration Statement on Form S-1 (Regis-
tration No. 333-23425), which Prospectus was filed
with the SEC on May 8, 1997 pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
2. The Company's Registration Statement on Form 8-A
filed with the SEC on May 1, 1997.
3. The description of the Company's Common Stock con-
tained in the Registration Statement on Form 8-A re-
ferred to in (2) above.
All documents, filed subsequent to the date hereof by the Com-
pany with the SEC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") and prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein
and made a part hereof from their respective dates of filing
(such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document or deemed
to be 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
Incorporated Document 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 hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation
("Certificate") limits the personal liability of its directors.
The Certificate provides that a director shall not be person-
ally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to
the extent such exemption from liability or limitation thereof
is not permitted under the General Corporation Law of the State
of Delaware (the "DGCL") as the same exists or may hereafter be
amended. Any repeal or modification of the above Certificate
provision will not adversely affect any right or protection of
a director with respect to any act or omission occurring prior
to such repeal or modification.
The Certificate provides that each person who was or is made a
party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, admin-
istrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or of-
ficer of the Company or is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harm-
less by the Company to the fullest extent authorized by the
DGCL as the same exists or may hereafter be amended (but, in
the case of any such amendment, to the fullest extent permitted
by law, only to the extent that such amendment permits the Com-
pany to provide broader indemnification rights than said law
permitted the Company to provide prior to such amendment),
against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith. Such indemni-
fication will continue as to a person who has ceased to be di-
rector, officer, employee or agent and shall inure to the ben-
efit of his or her heirs, executors and administrators, pro-
vided, however, that, with the exception of certain rights to
bring suit described in the following paragraph, the Company
will indemnify any such person seeking indemnification in con-
nection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized
by the board of directors of the Company (the "Board"). The
right to indemnification provided for in the Certificate is a
contract right and includes the right to be paid by the Company
the expenses incurred in defending any such proceeding in ad-
vance of its final disposition, provided, however, that, if the
DGCL so requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or
officer (and not in any other capacity in which service was or<PAGE>
is rendered by such person while a director or officer) in ad-
vance of the final disposition of a proceeding will be made
only upon delivery to the Company of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it is ultimately determined that such director or
officer is not entitled to be indemnified under the Certificate
or otherwise. The Company may, by action of the Board, provide
indemnification to employees and agents of the Company with the
same scope and effect as the indemnification of officers and
directors.
The Certificate provides that if a written claim for indemnifi-
cation under the provisions described in the preceding para-
graph is not paid in full by the Company within thirty days
after it is received by the Company, the claimant may at any
time thereafter bring suit against the Company to recover the
amount of the unpaid claim, and if successful in whole or in
part, the claimant shall be entitled to be paid also the ex-
pense of prosecuting such claim. It will be a defense to any
such action (other than an action brought to enforce a claim
for expense incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any,
has been tendered to the Company) that the claimant has not met
the standards of conduct which make it permissible under the
DGCL for the Company to indemnify the claimant for the amount
claimed, but the burden of proving such defense will be on the
Company.
The right to indemnification and the payment of expenses in-
curred in defending a proceeding in advance of its final dispo-
sition conferred by the Certificate are not exclusive of any
other rights which any person may have or hereafter acquire.
The Certificate also allows the Company to maintain insurance
to protect itself and any director, officer, employee or agent
of the Company or another entity against any expense, liability
or loss, regardless of whether the Company would have the power
to indemnify such person against such expense, liability or
loss under the DGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.<PAGE>
ITEM 8. EXHIBITS.
Exhibit Number Description
4 Journal Register Company 1997 Stock In-
centive Plan (incorporated by reference
to Exhibit 10.2 to Amendment No. 1 to the
Company's Registration Statement on Form
S-1 (Registration No. 333-23425), dated
April 21, 1997).
5 Opinion of Wachtell, Lipton, Rosen & Katz
as to the legality of securities to be
issued.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Wachtell, Lipton, Rosen & Katz
(contained in the opinion of counsel
filed as Exhibit 5).
24 Powers of Attorney executed by officers
and directors who signed this registra-
tion statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the regis-
tration 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 reg-
istration statement;
(iii) To include any material information with respect
to the plan of distribution not previously dis-
closed in the registration statement or any ma-
terial change to such information in the reg-
istration statement;
provided, however, that paragraphs (i) and (ii) above do not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in peri-
odic reports filed by the registrant pursuant to Section 13 or<PAGE>
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
The undersigned registrant hereby undertakes that, for the pur-
pose 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.
The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termina-
tion of the offering.
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 Sec-
tion 13(a) or Section 15(d) of the Exchange Act (and, where ap-
plicable, each filing of an employee benefit plan's annual re-
port 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 offer-
ing thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the fore-
going provisions, or otherwise, the registrant 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 li-
abilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or con-
trolling person in connection with the securities being regis-
tered, the registrant will, unless in the opinion of its coun-
sel the matter has been settled by controlling precedent, sub-
mit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as ex-
pressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 state-
ment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Trenton, state of New Jersey,
on this 21st day of May, 1997.
JOURNAL REGISTER COMPANY
By: /s/ Jean B. Clifton
Name: Jean B. Clifton
Title: Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by
the following persons in the capacities and on the date indi-
cated.
Signature Title Date
* Chairman, President, Chief 05/21/97
Robert M. Jelenic Executive Officer and Director
(Principal Executive Officer)
/s/ Jean B. Clifton Executive Vice President, Chief 05/21/97
Jean B. Clifton Financial Officer, Treasurer,
Secretary and Director
(Principal Financial Officer and
Principal Accounting Officer)
* Director 05/21/97
Douglas M. Karp
* Director 05/21/97
Sidney Lapidus
* Director 05/21/97
John L. Vogelstein <PAGE>
* Jean B. Clifton, by signing her name hereto, does sign this
document on behalf of the above noted individuals, pursuant to
powers of attorney duly executed by such individuals which have
been filed with the Securities and Exchange Commission.
/s/ Jean B. Clifton
Attorney-in-Fact<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4 Journal Register Company 1997 Stock In-
centive Plan (incorporated by reference
to Exhibit 10.2 to Amendment No. 1 to the
Company's Registration Statement on Form
S-1 (Registration No. 333-23425), dated
April 21, 1997).
5 Opinion of Wachtell, Lipton, Rosen & Katz
as to the legality of securities to be
issued.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Wachtell, Lipton, Rosen & Katz
(contained in the opinion of counsel
filed as Exhibit 5).
24 Powers of Attorney executed by officers
and directors who signed this registra-
tion statement.
EXHIBIT 5
May 21, 1997
Ladies and Gentlemen:
With reference to the registration statement on Form S-8 which
Journal Register Company (the "Company") proposes to file with
the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended, registering 4,843,750
shares of common stock, par value $.01 per share, of the
Company (the "Shares") which may be offered and sold by the
Company under the Journal Register Company 1997 Stock Incentive
Plan (the "Plan"), we are of the opinion that:
1. the Company is a corporation duly organized, validly ex-
isting and in good standing under the laws of the State of
Delaware; and
2. all proper corporate proceedings have been taken so that
any Shares to be offered and sold which are of original
issuance, upon sale and payment therefor in accordance
with the Plan and the resolutions of the Board of Direc-
tors relating to the offering and sale of shares of common
stock of the Company thereunder, will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion with the SEC in
connection with the registration statement referred to above.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
EXHIBIT 23.1
We consent to the incorporation by reference in the Registra-
tion Statement (Form S-8) and related Prospectus pertaining to
the 1997 Stock Incentive Plan of Journal Register Company of
our reports dated March 5, 1997 with respect to the combined
financial statements and schedule of Journal Register Company,
LLC and Affiliates and our report dated March 12, 1997 with
respect to the balance sheet of Journal Register Company
included in its Registration Statement (Form S-1, No. 333-
23425) filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
MetroPark, New Jersey
May 19, 1997
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Journal Register Company, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file
with the Securities and Exchange Commission, under the provi-
sions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to the issu-
ance of up to the following number of shares of common stock,
par value $.01 per share, set opposite each of the plans listed
below:
Benefit Plan Common Shares
Journal Register Company
Management Bonus Plan 1,100,000
Journal Register Company
1997 Stock Incentive Plan 4,843,750
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Jean B. Clifton as attorney for him and in his name, place and
stead, and in his capacity as a director and/or an officer of
the Company, to execute and file any such registration
statement with respect to the above-described shares of common
stock and thereafter to execute and file any amended
registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby
giving and granting to said attorney full power and authority
to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises,
as fully, to all intents and purposes, as he might or could do
if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of May, 1997.
By:
/s/ Robert M. Jelenic
Name: Robert M. Jelenic
Title: Chairman of the Board,
Chief Executive Officer,
President and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Journal Register Company, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file
with the Securities and Exchange Commission, under the provi-
sions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to the issu-
ance of up to the following number of shares of common stock,
par value $.01 per share, set opposite each of the plans listed
below:
Benefit Plan Common Shares
Journal Register Company
Management Bonus Plan 1,100,000
Journal Register Company
1997 Stock Incentive Plan 4,843,750
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Robert M. Jelenic as attorney for her and in her name, place
and stead, and in her capacity as a director and/or an officer
of the Company, to execute and file any such registration
statement with respect to the above-described shares of common
stock and thereafter to execute and file any amended
registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby
giving and granting to said attorney full power and authority
to do and perform each and every act and thing whatsoever
requisite and necessary to be done in and about the premises,
as fully, to all intents and purposes, as she might or could do
if personally present at the doing thereof, hereby ratifying
and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of May, 1997.
By:
/s/ Jean B. Clifton
Name: Jean B. Clifton
Title: Executive Vice President,
Chief Financial Officer,
Treasurer, Secretary
and Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Journal Register Company, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file
with the Securities and Exchange Commission, under the provi-
sions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to the issu-
ance of up to the following number of shares of common stock,
par value $.01 per share, set opposite each of the plans listed
below:
Benefit Plan Common Shares
Journal Register Company
Management Bonus Plan 1,100,000
Journal Register Company
1997 Stock Incentive Plan 4,843,750
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Jean B. Clifton and Robert M. Jelenic, and each of them, as at-
torneys for him or her and in his or her name, place and stead,
and in his or her capacity as a director and/or an officer of
the Company, to execute and file any such registration
statement with respect to the above-described shares of common
stock and thereafter to execute and file any amended
registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing whatsoever 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 if personally present at the doing
thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of May, 1997.
By:
/s/ Douglas M. Karp
Name: Douglas M. Karp
Title: Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Journal Register Company, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file
with the Securities and Exchange Commission, under the provi-
sions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to the issu-
ance of up to the following number of shares of common stock,
par value $.01 per share, set opposite each of the plans listed
below:
Benefit Plan Common Shares
Journal Register Company
Management Bonus Plan 1,100,000
Journal Register Company
1997 Stock Incentive Plan 4,843,750
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Jean B. Clifton and Robert M. Jelenic, and each of them, as at-
torneys for him or her and in his or her name, place and stead,
and in his or her capacity as a director and/or an officer of
the Company, to execute and file any such registration
statement with respect to the above-described shares of common
stock and thereafter to execute and file any amended
registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing whatsoever 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 if personally present at the doing
thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of May, 1997.
By:
/s/ Sidney Lapidus
Name: Sidney Lapidus
Title: Director<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Journal Register Company, a Delaware corporation
(hereinafter referred to as the "Company"), proposes to file
with the Securities and Exchange Commission, under the provi-
sions of the Securities Act of 1933, as amended, a registration
statement or registration statements with respect to the issu-
ance of up to the following number of shares of common stock,
par value $.01 per share, set opposite each of the plans listed
below:
Benefit Plan Common Shares
Journal Register Company
Management Bonus Plan 1,100,000
Journal Register Company
1997 Stock Incentive Plan 4,843,750
WHEREAS, the undersigned is a director and/or an officer of the
Company, as indicated below his signature:
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Jean B. Clifton and Robert M. Jelenic, and each of them, as at-
torneys for him or her and in his or her name, place and stead,
and in his or her capacity as a director and/or an officer of
the Company, to execute and file any such registration
statement with respect to the above-described shares of common
stock and thereafter to execute and file any amended
registration statement or statements with respect thereto or
amendments or supplements to any of the foregoing, hereby
giving and granting to said attorneys, and each of them, full
power and authority to do and perform each and every act and
thing whatsoever 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 if personally present at the doing
thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney this 21st day of May, 1997.
By:
/s/ John L. Vogelstein
Name: John L. Vogelstein
Title: Director
