<PAGE> 1
As filed with the Securities and Exchange Commission on April 5, 1999
Registration No. 333 - _________
================================================================================
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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PULITZER INC.
(Exact name of registrant as specified its charter)
DELAWARE 43-1819711
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(Address, including zip code, of principal executive offices)
PULITZER INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
PULITZER INC.
1999 KEY EMPLOYEES' RESTRICTED
STOCK PURCHASE PLAN
PULITZER INC.
1999 STOCK OPTION PLAN
(Full title of the plans)
------------
RONALD H. RIDGWAY
PULITZER INC.
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
(Name, address and telephone number, including area code,
of agent for service)
------------
Copies of all communications, including all communications sent to
the agent for service, should be sent to:
RICHARD A. PALMER, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
FACSIMILE: (212) 752-5958
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CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF
REGISTERED REGISTERED(1) SHARE(2) (2) REGISTRATION FEE
- ------------------------- ------------- ------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR VALUE 300,000 $40.81 $ 12,243,000.00 $ 3,403.55
(3)
COMMON STOCK, $.01 PAR VALUE 500,000 $40.81 $ 20,405,000.00 $ 5,672.59
(4)
COMMON STOCK, $.01 PAR VALUE 3,000,000 $40.81 $122,430,000.00 $34,035.54
(5)
TOTAL 3,800,000 $40.81 TOTAL: $155,078,000.00 $43,111.68
===========================================================================================================================
</TABLE>
(1) PLUS SUCH ADDITIONAL INDETERMINABLE NUMBER OF SHARES AS MAY BE REQUIRED
PURSUANT TO THE PULITZER INC. 1999 EMPLOYEE STOCK PURCHASE PLAN, THE
PULITZER INC. 1999 KEY EMPLOYEES' RESTRICTED STOCK PURCHASE PLAN, AND
THE PULITZER INC. 1999 STOCK OPTION PLAN IN THE EVENT OF A STOCK
DIVIDEND, STOCK SPLIT, RECAPITALIZATION OR OTHER SIMILAR CHANGE IN THE
COMMON STOCK.
(2) THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(H)(1) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING
THE REGISTRATION FEE, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES
PER SHARE OF COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE,
INC. ON MARCH 31, 1999.
(3) REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK UNDER THIS REGISTRATION
STATEMENT THAT MAY BE ISSUED UNDER THE PULITZER INC. 1999 EMPLOYEE STOCK
PURCHASE PLAN.
(4) REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK UNDER THIS REGISTRATION
STATEMENT THAT MAY BE ISSUED UNDER THE PULITZER INC. 1999 KEY EMPLOYEES'
RESTRICTED STOCK PURCHASE PLAN.
(5) REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK UNDER THIS REGISTRATION
STATEMENT THAT MAY BE ISSUED UNDER THE PULITZER INC. 1999 STOCK OPTION
PLAN.
<PAGE> 2
PART I
In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), the documents containing the information called
for in Part I of Form S-8 will be sent or given to individuals who participate
in the Pulitzer Inc. 1999 Employee Stock Purchase Plan, the Pulitzer Inc. 1999
Key Employees' Restricted Stock Purchase Plan and/or the Pulitzer Inc. 1999
Stock Option Plan, as the case may be, adopted by Pulitzer Inc. (the "Company"
or the "Registrant") and are not being filed with or included in this Form S-8.
<PAGE> 3
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
(ii) The description of the Company's Common Stock contained
in its Registration Statement on Form 10 (File No. 1-14541), as amended.
In addition to the foregoing, all documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been
passed on for the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New
York, New York 10103. William Bush, a partner of such firm, is a director of the
Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware grants corporations the power to indemnify their directors, officers,
employees and agents in accordance with the provisions set forth therein.
Article XI of the Company Charter provides for indemnification
of directors, officers, employees and agents of the Company to the fullest
extent provided by law. The Company currently maintains directors' and officers'
liability insurance. Sections 1, 2 and 11 of Article XI include the basic
indemnification provisions and provide as follows:
(1) Action Not By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed
<PAGE> 4
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
(2) Action By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Delaware Court of
Chancery or such other court shall deem proper.
(11) A director's liability to the Corporation for breach of duty to
the Corporation or its stockholders shall be limited to the fullest extent
permitted by Delaware law as now in effect or hereafter amended. In particular,
no director of the Corporation shall be personally liable to the Corporation or
any of its stockholders for monetary damages for breach of fiduciary duty as
director, except for liability (A) for any breach of the director's duty of
loyalty to the Corporation or its stockholders; (B) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (C) under Section 174 of the Delaware General Corporation Law, as the same
exists or hereafter may be amended; or (D) for any transaction from which the
director derived an improper personal benefit. If the Delaware General
Corporation Law hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of a director of
the Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by the amended Delaware
General Corporation law. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
Corporation existing at the time of such repeal or modification.
<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 -- Pulitzer Inc. 1999 Key Employees' Restricted Stock Purchase
Plan (incorporated herein by reference to Exhibit 10.27 to
the Company's Registration Statement (No. 1-14541)
on Form 10, as amended)
4.2 -- Pulitzer Inc. 1999 Stock Option Plan (incorporated herein
by reference to Exhibit 10.28 to the Company's Registration
Statement (No. 1-14541) on Form 10, as amended)
4.3 -- Pulitzer Inc. 1999 Employee Stock Purchase Plan
(incorporated herein by reference to Exhibit 10.29 to the
Company's Registration Statement (No. 1-14541) on Form 10,
as amended)
5 -- Opinion of Fulbright & Jaworski L.L.P.
23.1 -- Consent of Deloitte & Touche LLP
23.2 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5)
24 -- Power of Attorney (included in signature page)
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 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, 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 20 percent
<PAGE> 6
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) 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 registrant
pursuant to Section 13 or 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.
(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.
(h) 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 foregoing
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 a claim for indemnification
against such liabilities (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 controlling
person of the registrant 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.
<PAGE> 7
SIGNATURES
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 St. Louis, State of Missouri, on the 5th day of
April, 1999.
PULITZER INC.
By: /s/ Robert C. Woodworth
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Robert C. Woodworth
President and Chief Executive
Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert C. Woodworth and Ronald H.
Ridgway, or either of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and any
registration statement relating to the offering hereunder pursuant to Rule 462
under 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, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either 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 by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michael E. Pulitzer Director, Chairman of the Board April 5, 1999
- -----------------------------
Michael E. Pulitzer
/s/ Robert C. Woodworth Director, President and Chief April 5, 1999
- ----------------------------- Executive Officer
Robert C. Woodworth (principal executive officer)
/s/ Ronald H. Ridgway Director, Senior Vice President April 5, 1999
- ------------------------------ - Finance (principal financial
Ronald H. Ridgway and accounting officer)
/s/ Ken J.Elkins Director April 5, 1999
- ------------------------------
Ken J. Elkins
/s/ David E. Moore Director April 5, 1999
- ------------------------------
David E. Moore
/s/ Emily Rauh Pulitzer Director April 5, 1999
- ------------------------------
Emily Rauh Pulitzer
/s/ Alice B. Hayes Director April 5, 1999
- ------------------------------
Alice B. Hayes
/s/ William Bush Director April 5, 1999
- ------------------------------
William Bush
/s/ James M. Snowden Jr. Director April 5, 1999
- ------------------------------
James M. Snowden Jr.
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
5 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5).
24 Power of Attorney (included in signature page).
<PAGE> 1
Fulbright & Jaworski L.L.P.
666 Fifth Avenue
New York, New York 10103
April 5, 1999
Pulitzer Inc.
900 North Tucker Boulevard
St. Louis, Missouri 63101
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on behalf
of Pulitzer Inc., a Delaware corporation (the "Company"), relating to (i)
300,000 shares of the Company's Common Stock, $0.01 par value (the "Common
Stock"), to be issued under the Pulitzer Inc. 1999 Employee Stock Purchase Plan,
(ii) 500,000 shares of Common Stock to be issued under the Pulitzer Inc. 1999
Key Employees' Restricted Stock Purchase Plan, and (iii) 3,000,000 shares of
Common Stock to be issued under the Pulitzer Inc. 1999 Stock Option Plan
(collectively, the "Plans").
As counsel to the Company, we have examined such corporate
records, other documents and such questions of law as we have deemed necessary
or appropriate for the purposes of this opinion and, upon the basis of such
examinations, advise you that in our opinion all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Common
Stock pursuant to the Plans, subject to the approval of the Plans by the
stockholders of the Company, and the shares of Common Stock being registered
pursuant to the Registration Statement, when issued and paid for in accordance
with the terms of the Plans, will be duly authorized, validly issued, fully paid
and non-assessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Pulitzer Inc. on Form S-8 of our reports dated March 18, 1999, appearing
in the Annual Report on Form 10-K of Pulitzer Inc. for the year ended
December 31, 1998.
/s/Deloitte & Touche LLP
St. Louis, Missouri
April 5, 1999
