<PAGE> 1
As filed with the Securities and Exchange Commission on April 30, 1999
Registration No. 333 - 75697
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------
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
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*
-------------------
* Previously Filed.
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 30th day of
April, 1999.
PULITZER INC.
By: /s/ Robert C. Woodworth
-------------------------------
Robert C. Woodworth
President and Chief Executive
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:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Michael E. Pulitzer Director, Chairman of the Board April 30, 1999
- -----------------------------
Michael E. Pulitzer
/s/ Robert C. Woodworth Director, President and Chief April 30, 1999
- ----------------------------- Executive Officer
Robert C. Woodworth (principal executive officer)
/s/ Ronald H. Ridgway Director, Senior Vice President April 30, 1999
- ------------------------------ - Finance (principal financial
Ronald H. Ridgway and accounting officer)
* Director April 30, 1999
- ------------------------------
Ken J. Elkins
* Director April 30, 1999
- ------------------------------
David E. Moore
* Director April 30, 1999
- ------------------------------
Emily Rauh Pulitzer
* Director April 30, 1999
- ------------------------------
Alice B. Hayes
* Director April 30, 1999
- ------------------------------
William Bush
* Director April 30, 1999
- ------------------------------
James M. Snowden Jr.
*By: /s/ Ronald H. Ridgway
- ------------------------------
Ronald H. Ridgway
Attorney-in-Fact
</TABLE>
<PAGE> 8
INDEX TO EXHIBITS
Exhibit
No. Description
- ------- -----------
4.2 Pulitzer Inc. 1999 Stock Option Plan
23.1 Consent of Deloitte & Touche LLP
<PAGE> 1
EXHIBIT 4.2
PULITZER INC.
1999 STOCK OPTION PLAN
1. Purpose. The purpose of the Pulitzer Inc. 1999 Stock Option Plan (the
"Plan") is to enable Pulitzer Inc. (the "Company") and its stockholders to
secure the benefit of the incentives inherent in common stock ownership by (a)
present and future officers and other key employees and personnel of the Company
and its subsidiaries, which, except as otherwise specified herein, shall include
any entity in which the Company has an ownership interest, directly or
indirectly, of at least 50% (a "Subsidiary"), and (b) Non-Employee Directors
(within the meaning of Section 6(a) hereof).
2. Stock Subject to the Plan. Subject to the provisions of Section 7(a)
hereof, the Company may issue and sell a total of 3,000,000 shares of its common
stock, $.01 par value (the "Common Stock"), pursuant to the Plan, of which no
more than 200,000 shares shall be issuable pursuant to Section 6 (relating to
nondiscretionary grants to Non-Employee Directors). Such shares may be either
authorized and unissued or held by the Company in its treasury. The maximum
option grant which may be made in any calendar year to any employee of the
Company or a Subsidiary shall not cover more than 200,000 shares. New options
may be granted under the Plan with respect to shares of Common Stock which are
covered by the unexercised portion of an option which terminates or expires by
its terms, by cancellation or otherwise.
3. Administration. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board of Directors of the Company (the "Board"). Subject to
the provisions of the Plan, the Committee, acting in its sole and absolute
discretion, will have full power and authority to grant options under the Plan,
to interpret the provisions of the Plan, to fix and interpret the provisions of
option agreements made under the Plan, to supervise the administration of the
Plan, and to take such other action as may be necessary or desirable in order to
carry out the provisions of the Plan. A majority of the members of the Committee
will constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. The decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration, will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or cause to be kept such books and records as may be
necessary in connection with the proper administration of the Plan. The Company
shall indemnify and hold harmless each member of the Committee and any employee
or director of the Company or of a Subsidiary to whom any duty or power relating
to the administration or interpretation of the Plan is delegated from and
against any loss, cost, liability (including any sum paid in settlement of a
claim with the approval of the Board), damage and expense (including legal and
other expenses incident thereto) arising out of or incurred in connection with
the Plan, unless and except to the extent attributable to such person's fraud or
wilful misconduct. Notwithstanding anything to the contrary herein contained,
the Board shall be responsible for administering the provisions hereof in
connection with nondiscretionary options granted pursuant to Section 6 hereof
and all references herein to the Committee shall be deemed to refer to the Board
with respect to any such option grant.
4. Eligibility. Options may be granted under the Plan to present and
future officers and other key employees or other personnel of the Company or a
Subsidiary. Options may be granted to Non-Employee Directors only in accordance
with Section 6 hereof. Subject to the provisions of the Plan, the Committee may
from time to time select the persons to whom options will be granted, and will
fix the number of shares covered by each such option and establish the terms and
conditions thereof (including, without limitation, the exercise price,
restrictions on the exercisability of the option and/or on the disposition of
the shares of Common Stock issued upon exercise thereof, and whether or not the
option is to be treated as an incentive stock option within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (an "Incentive
Stock Option").
<PAGE> 2
5. Terms and Conditions of Options. Each option granted under the Plan
will be evidenced by a written agreement in a form approved by the Committee.
Subject to the provisions hereof, including, without limitation, the provisions
of Section 6, each such option will be subject to the terms and conditions set
forth in this paragraph and such additional terms and conditions not
inconsistent with the Plan as the Committee deems appropriate.
(a) Option Exercise Price. In the case of an Incentive Stock Option, the
exercise price per share may not be less than the fair market value of a share
of Common Stock on the date the option is granted (110% in the case of an
Incentive Stock Option granted to an employee who, at the time the option is
granted, owns stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of a subsidiary of the Company within
the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended
(a "ten percent shareholder")); and, in the case of an option that is not an
Incentive Stock Option, the exercise price per share may not be less than 85% of
the fair market value of a share of Common Stock on the date the option is
granted. For purposes hereof, the fair market value of a share of Common Stock
on any date shall be equal to the closing price per share as published by a
national securities exchange on which shares of Common Stock are traded on such
date or, if there is no sale on such date, on the next preceding date on which
shares of Common Stock are traded.
(b) Option Period. The period during which an option may be exercised
will be fixed by the Committee and will not exceed ten years from the date the
option is granted (five years in the case of an Incentive Stock Option granted
to a "ten percent shareholder").
(c) Exercise of Options. No option will become exercisable unless the
person to whom the option is granted remains in the continuous employ or service
of the Company or a Subsidiary for at least six months (or for such other period
as the Committee may designate) from the date the option is granted. The
Committee will determine and will set forth in the option agreement any vesting
or other restrictions on the exercisability of the option, subject to earlier
termination of the option as may be required hereunder, and any vesting or other
restrictions on shares of Common Stock acquired pursuant to the exercise of the
option. An option may be exercised by transmitting to the Company, in a manner
prescribed or approved by the Committee, (1) a written notice specifying the
number of shares to be purchased, and (2) payment of the exercise price,
together with the amount, if any, deemed necessary by the Company to enable the
Company or a Subsidiary, as the case may be, to satisfy its income tax
withholding obligations with respect to such exercise unless other arrangements
acceptable to the Company are made with respect to the satisfaction of such
withholding obligations. Subject to the provisions of applicable law, the
Company may agree to retain and withhold a number of shares of Common Stock
sufficient to reimburse the Company for all or part of its withholding tax
obligation.
(d) Payment of Exercise Price. The purchase price of shares of Common
Stock acquired pursuant to the exercise of an option granted under the Plan may
be paid in cash and/or such other form of payment as may be permitted under the
option agreement, including, without limitation, previously-owned shares of
Common Stock and installment payments under the optionee's promissory note.
(e) Rights as a Stockholder. No shares of Common Stock will be issued in
respect of the exercise of an option granted under the Plan until full payment
therefor has been made (and/or provided for if all or a portion of the purchase
price is being paid in installments). The holder of an option will have no
rights as a stockholder with respect to any shares covered by an option until
the date a stock certificate for such shares is issued to him or her. Except as
otherwise specifically provided herein, no adjustments shall be made for
dividends or distributions of other rights for which the record date is prior to
the date such stock certificate is issued.
(f) Nontransferability of Options. Unless the Committee determines
otherwise, (1) no option shall be assignable or transferrable except upon the
optionee's death to a beneficiary designated by the optionee in accordance with
procedures established by the Committee or, if no designated beneficiary shall
survive the optionee, pursuant to the optionee's will or by the laws of descent
and distribution; and (2) during an optionee's lifetime, options may be
exercised only by the optionee or the optionee's guardian or legal
representative. The Committee may permit the inter vivos transfer of an
optionee's options, if at all, to any
<PAGE> 3
member of the optionee's immediate family or to a trust created for the benefit
of any such person, on such terms and conditions as the Committee deems
appropriate.
(g) Termination of Employment or Other Service. If an optionee ceases to
be employed by or to perform services for the Company and any Subsidiary, then,
unless terminated sooner under the provisions hereof or of the optionee's option
agreement, and unless determined otherwise by the Committee acting in its sole
discretion, (a) if such termination of employment occurs by reason of the
optionee's death, disability, retirement after age 65 or voluntary retirement
with the consent of the Company before age 65, then the optionee's outstanding
options will be fully vested and may be exercised within three years from the
date of the termination of employment or service, and, at the end of such
three-year period, any unexercised outstanding options will terminate; and (b)
if the optionee's employment or service is terminated for any reason other than
the optionee's death, disability, retirement after age 65 or voluntary
retirement with the consent of the Company before age 65, then the optionee's
outstanding options, to the extent then otherwise vested and exercisable, may be
exercised within sixty days from the date of such termination of employment or
service and, at the end of such sixty-day period, any unexercised vested and
outstanding options will terminate, and the optionee's nonvested outstanding
options will terminate upon the optionee's termination of employment or service.
(h) Other Provisions. The Committee may impose such other conditions with
respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.
6. Grant of Options to Non-Employee Directors.
(a) Definition. For all purposes hereof, the term "Non-Employee Director"
means any member of the Board who is not also an employee of the Company or a
Subsidiary.
(b) Nondiscretionary Grants. An option to purchase 3,000 shares of Common
Stock will automatically be granted to each Non-Employee Director on the day
following each annual meeting of the Company's stockholders. Notwithstanding the
foregoing, no option may be granted to a Non-Employee Director who, on the date
the option would otherwise be granted, beneficially owns (within the meaning of
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) 1%
or more of the Common Stock of the Company or of any other class of capital
stock of the Company.
(c) Terms and Conditions of Nondiscretionary Option
Grants. Notwithstanding anything to the contrary contained herein, in the case
of an option granted to a Non- Employee Director under this Section, (1) the
exercise price per share shall be equal to the fair market value of a share of
Common Stock on the date the option is granted; (2) unless sooner terminated,
the option will expire on the date ten years from the date the option is
granted; (3) unless amended pursuant to Section 8 hereof, the option will not be
exercisable (and will thereupon expire) if the optionee's service as a director
ends for any reason other than death or disability prior to the annual meeting
of the Company's stockholders next following the date as of which the option is
granted; (4) the purchase price of shares of Common Stock acquired pursuant to
the exercise of the option shall be payable in cash or by personal check or with
previously-owned shares of Common Stock, or a combination thereof; and (5)
unless sooner terminated hereunder, the option will continue to be exercisable
for three years following the date of the optionee's termination of service as a
member of the Board.
(d) General. It is intended that options granted under this Section shall
constitute nondiscretionary options granted under a "formula plan" within the
meaning and for the purposes of Rule 16b-3. The provisions of the Plan and of
any option agreement made in connection with options granted under this Section
of the Plan shall be interpreted and applied accordingly.
7. Capital Changes, Reorganization, Sale.
(a) Adjustments Upon Changes in Capitalization. The aggregate number and
class of shares for which options may be granted under the Plan,the maximum
number of shares for which options may be granted to any individual in any
calendar year, the number and class of shares which are automatically granted
under Section 6(b), the number and class of shares covered by each outstanding
option and the exercise price
<PAGE> 4
per share shall all be adjusted proportionately or as otherwise appropriate to
reflect any increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend, and/or to reflect a change in
the character or class of shares covered by the Plan arising from a readjustment
or recapitalization of the Company's capital stock.
(b) Cash, Stock or Other Property for Stock. Except as otherwise provided
in this Section 7(b), in the event of an Exchange Transaction (as defined
below), all optionees will be permitted to exercise their outstanding options in
whole or in part (whether or not otherwise exercisable) immediately prior to
such Exchange Transaction, and any outstanding options which are not exercised
before the Exchange Transaction will thereupon terminate. Notwithstanding the
preceding sentence, if, as part of the Exchange Transaction, the stockholders of
the Company receive capital stock of another corporation ("Exchange Stock") in
exchange for their shares of Common Stock (whether or not such Exchange Stock is
the sole consideration), and if the Board, in its sole discretion, so directs,
then all outstanding options will be converted into options to purchase shares
of Exchange Stock. The amount and price of converted options will be determined
by adjusting the amount and price of the options granted hereunder on the same
basis as the determination of the number of shares of Exchange Stock the holders
of Common Stock will receive in the Exchange Transaction and, unless the Board
determines otherwise, the vesting conditions with respect to the converted
options will be substantially the same as the vesting conditions set forth in
the original option agreement.
(c) Definition of Exchange Transaction. For purposes hereof, the term
"Exchange Transaction" means a merger (other than a merger of the Company in
which the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, separation,
reorganization (other than a mere reincorporation or the creation of a holding
company), liquidation of the Company or any other similar transaction or event
so designated by the Board in its sole discretion, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock.
(d) Fractional Shares. In the event of any adjustment in the number of
shares covered by any option pursuant to the provisions hereof, any fractional
shares resulting from such adjustment will be disregarded, and each such option
will cover only the number of full shares resulting from the adjustment.
(e) Determination of Board to be Final. All adjustments under this
Section shall be made by the Board, and its determination as to what adjustments
shall be made, and the extent thereof, shall be final, binding and conclusive.
8. Amendment and Termination. The Board may amend or terminate the Plan,
provided, however, that no such action may affect adversely any outstanding
option without the written consent of the optionee. Except as otherwise provided
in Section 7, any amendment which would increase the aggregate number of shares
of Common Stock as to which options may be granted under the Plan or modify the
class of persons eligible to receive options under the Plan shall be subject to
the approval of the Company's stockholders. The Committee may amend the terms of
any stock option agreement made hereunder at any time and from time to time
(e.g., to accelerate vesting upon a change of control), provided, however, that
any amendment which would adversely affect the rights of the optionee may not be
made without the optionee's prior written consent.
9. No Rights Conferred. Nothing contained herein will be deemed to give
any individual any right to receive an option under the Plan or to be retained
in the employ or service of the Company or any Subsidiary.
10. Governing Law. The Plan and each option agreement shall be governed
by the laws of the State of Delaware.
11. Decisions and Determinations of Committee to be Final. Any decision
or determination made by the Board pursuant to the provisions hereof and, except
to the extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.
<PAGE> 5
12. Term of the Plan. The Plan shall be effective as of the date on which
it is adopted by the Board, subject to the approval of the stockholders of the
Company within one year from the date of adoption by the Board. The Plan will
terminate on the date ten years after the date of adoption, unless sooner
terminated by the Board. The rights of optionees under options outstanding at
the time of the termination of the Plan shall not be affected solely by reason
of the termination of the Plan and shall continue in accordance with the terms
of the option (as then in effect or thereafter amended) and the Plan.
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to the
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 30, 1999
