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Registration No. 333 - _________
As filed with the Securities and Exchange Commission on June 29, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.
2000 STOCK PURCHASE PLAN
(Full title of the plan)
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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)
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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) 318-3400
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) OFFERING PRICE PER SHARE (2) AGGREGATE OFFERING PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, $0.01 PAR VALUE 300,000 $40.03125 $12,009,375 $3,171
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</TABLE>
(1) PLUS SUCH ADDITIONAL INDETERMINABLE NUMBER OF SHARES AS MAY BE REQUIRED
PURSUANT TO THE PULITZER INC. 2000 STOCK PURCHASE 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 ON THE AVERAGE OF THE HIGH AND
LOW PRICES PER SHARE OF THE COMMON STOCK AS REPORTED ON THE NEW YORK
STOCK EXCHANGE, INC. ON JUNE 26, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
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 2000 Stock Purchase Plan adopted by Pulitzer Inc. (the
"Company" or the "Registrant") and are not being filed with or included in this
Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 26, 1999.
(ii) The Company's Quarterly Report on Form 10-Q for the
quarterly period ended March 26, 2000.
(iii) The Company's Current Report on Form 8-K filed on May 2,
2000, as amended by the Company's Current Report on Form 8-K filed on May 15,
2000.
(iv) The Company's Current Report on Form 8-K filed on June 26,
2000.
(v) 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.
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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 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 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
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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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 -- Pulitzer Inc. 2000 Stock Purchase Plan
5.1 -- 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 5.1)
24.1 -- 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
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Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent 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;
(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 Act
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 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 Act and will be governed by the final adjudication of
such issue.
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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 29th day of
June, 2000.
PULITZER INC.
By: /s/ Robert C. Woodworth
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Robert C. Woodworth
President and Chief Executive Officer
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
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<S> <C> <C>
Director, Chairman of the Board
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Michael E. Pulitzer
/s/ Robert C. Woodworth Director, President and Chief June 29, 2000
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Robert C. Woodworth Executive Officer
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<TABLE>
<S> <C> <C>
/s/ Ronald H. Ridgway Director, Senior Vice President June 29, 2000
------------------------------ -Finance
Ronald H. Ridgway
/s/ Ken J. Elkins Director June 29, 2000
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Ken J. Elkins
Director
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David E. Moore
/s/ Emily Rauh Pulitzer Director June 29, 2000
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Emily Rauh Pulitzer
/s/ Alice B. Hayes Director June 29, 2000
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Alice B. Hayes
/s/ William Bush Director June 29, 2000
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William Bush
Director
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James M. Snowden, Jr.
</TABLE>
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Pulitzer Inc. 2000 Stock Purchase Plan
5.1 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 5.1)
24.1 Power of Attorney (included in signature page)
