As filed with the Securities and Exchange Commission on November 25, 1996
Registration No: 33-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MEDIA GENERAL, INC.
(Exact name of registrant as specified in its charter)
Commonwealth of Virginia 54-0850433
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
333 East Grace Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
1996 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
GEORGE L. MAHONEY, General Counsel and Secretary
Media General, Inc.
333 East Grace Street
Richmond, Virginia 23219
(Name and address of agent for service)
(804) 649-6029
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
<S> <C>
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Amount Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Aggregate Amount of Registration
to be Registered Registered Per Share* Offering Price* Fee*
- ---------------------------------------------------------------------------------------------------------------------
130,400 shares at
Class A Common Stock 1,000,000 $31.8125 per share; $ 31,323,350 $ 9,492.00
869,600 shares at
$ 31.25 per share.
=====================================================================================================================
</TABLE>
* The registration fee is based on 130,400 shares of Class A Common Stock, as to
which options were granted on January 30, 1996 at an exercise price of
$31.8125 per share, and on 869,600 shares of Class A Common Stock, which are
the subject of ungranted options, having a market value of $ 31.25 per share
as of November 21, 1996.
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration
statement the following documents heretofore filed with the Securities and
Exchange Commission (the "Commission");
(a) The Annual Report on Form 10-K of Media General, Inc. ("Media
General") for the fiscal year ended December 31, 1995;
(b)(1) The Quarterly Reports on Form 10-Q of Media General for the
quarters ended March 31, 1996, June 30, 1996, and September 29, 1996;
(b)(2) The Current Report on Form 8-K/A of Media General dated January
4, 1996;
(c) The description of Media General's Class A Common Stock, $5.00 par
value per share ("Common Stock") set forth under the caption "Description of the
Common Stock" in the Prospectus, included in the Registration Statement on Form
S-3 of Media General (File No. 33-26853).
All documents subsequently filed by Media General pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the issuance and sale of the
securities offered hereby will be passed upon for Media General by George L.
Mahoney, General Counsel and Secretary. As of November 22, 1996, Mr. Mahoney
owned 3,491* shares of Common Stock. He also held options to purchase 9,300
shares of Common Stock at prices ranging from $27.625 to $31.8125, with
expiration dates ranging from January 26, 2004 to January 30, 2006.
Item 6. Indemnification of Directors and Officers.
Section 13.1-697 of the Virginia Stock Corporation Act authorizes Media
General to indemnify directors in certain circumstances against liabilities,
including expenses, incurred while acting in such capacity; provided, generally,
that any such indemnified director acted in good faith and in a manner he or she
believed to be in the best interests of the corporation and, in the case of a
criminal proceeding, had no reasonable cause to believe his or her conduct was
unlawful. Section 13.1-702 of the Virginia Stock Corporation Act authorizes
Media General to indemnify officers to the same extent as directors.
- ----------
*Excludes shares purchased by the Media General Thrift Plan for Mr. Mahoney's
account in 1996 not yet reported to Plan participants.
2
<PAGE>
Article IV of the Articles of Incorporation of Media General provides
that Media General shall indemnify each of its directors and officers, and the
directors and officers of its subsidiaries, against liabilities incurred in
connection with any actual or threatened suit or proceeding brought because of
being or having been such a director or officer; provided there shall be no
indemnification if such director or officer is adjudged liable because of
willful misconduct, bad faith, gross negligence or reckless disregard of such
person's duties. In the event of a settlement or a proceeding in which no
determination is made as to any of the foregoing types of misfeasance, Media
General shall indemnify the subject director or officer if a disinterested
majority of the Board of Directors (acting in certain cases upon the written
advice of counsel) find that such director or officer had no liability by reason
of misfeasance and the payments sought are reasonable. Media General carries
directors' and officers' liability insurance.
Item 8. Exhibits.
The Exhibit Index on page 6 of this registration statement lists the
exhibits that are filed as part of this registration statement.
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, as amended
(the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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 a 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 this statement or any material change to
such information in this registration statement;
3
<PAGE>
Provided, however, that the undertakings set forth in 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
periodic reports filed with the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Act of 1934 (the
"Exchange Act") that are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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
Commission such indemnification is against public policy as expressed
the Act and is, therefore, unenforceable. In the event that 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.
SIGNATURES
The Registrant. 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 of 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 Richmond, State of Virginia, on the 22nd day of
November 1996.
4
<PAGE>
MEDIA GENERAL, INC.
By: /s/ J. STEWART BRYAN III
---------------------------------
J. Stewart Bryan III
Chairman, President, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C>
Signature Title Date
- --------- ----- ----
/s/ J. STEWART BRYAN III
- -------------------------------------
J. Stewart Bryan III Chairman of the Board and Chief November 22, 1996
Executive Officer
- -------------------------------------
D. Tennant Bryan Chairman of the Executive Committee November 22, 1996
and Director
/s/ JAMES S. EVANS
- -------------------------------------
James S. Evans Vice Chairman and Director November 22, 1996
/s/ MARSHALL N. MORTON
- -------------------------------------
Marshall N. Morton Senior Vice President and Chief November 22, 1996
Financial Officer
/s/ STEPHEN Y. DICKINSON
- -------------------------------------
Stephen Y. Dickinson Controller November 22, 1996
/s/ ROBERT P. BLACK
- -------------------------------------
Robert P. Black Director November 22, 1996
/s/ CHARLES A. DAVIS
- -------------------------------------
Charles A. Davis Director November 22, 1996
/s/ ROBERT V. HATCHER, JR.
- -------------------------------------
Robert V. Hatcher, Jr. Director November 22, 1996
/s/ JOHN G. MEDLIN, JR.
- -------------------------------------
John G. Medlin, Jr. Director November 22, 1996
/s/ WYNDHAM ROBERTSON
- -------------------------------------
Wyndham Robertson Director November 22, 1996
/s/ HENRY L. VALENTINE, II
- -------------------------------------
Henry L. Valentine, II Director November 22, 1996
</TABLE>
5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
- ------ -------
4.1 The Amended and Restated Articles of Incorporation of Media General,
Inc. (incorporated by reference to Exhibit 3.1 to Media General's
Annual Report on Form 10-K for the fiscal year ended December 31,
1989, File No. 1-6383.
4.2 Bylaws of Media General, Inc., as amended effective May 31, 1993
(incorporated by reference to Exhibit 3(ii) to Media General's
Annual Report on Form 10-K for the period ended December 22, 1993,
File No. 1-6383.
5 Opinion of General Counsel as to the legality of the securities
being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of General Counsel (included in Exhibit 5).
Media General, Inc.. P.O. Box 85333 Richmond, Virginia 23293-0001 (804) 649-6029
FAX (804) 649-6898
MEDIA
GENERAL
Exhibit 5
George L. Mahoney
General Counsel & Secretary
November 22, 1996
Media General, Inc.
333 East Grace Street
Richmond, Virginia 23219
Gentlemen:
I have acted as counsel for you in connection with a registration
statement (Form S-8) to be filed with the Securities and Exchange Commission
pursuant to the provisions of the Securities Act of 1933, as amended, relative
to 1,000,000 shares of your Class A Common Stock to be issued pursuant to the
1996 Non-Qualified Stock Option Plan. As such, I have examined the registration
statement, all exhibits filed therewith or incorporated therein by reference,
and such other documents as I deemed necessary in order to render this opinion.
Based on this examination I am of the opinion that the Shares to be
registered under such registration statement have been duly and validly
authorized and, when issued upon the terms set forth in the above mentioned
registration statement, will be legally issued, fully paid and non-assessable.
The foregoing opinion is contingent upon said registration statement,
and listing agreement with the American Stock Exchange covering the above
described shares becoming effective.
I hereby consent to the use of this opinion as an exhibit to such
registration statement.
Very truly yours,
/s/ George L. Mahoney
George L. Mahoney
Metropolitan Newspapers o Television o CATV o Newsprint o Publishing
Consent of Independent Auditors
The Board of Directors and Shareholders
Media General, Inc.
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Media General, Inc., pertaining to the 1996 Non-Qualified Stock Option
Plan Effective January 30, 1996, of our reports dated January 26, 1996, with
respect to the consolidated financial statements of Media General, Inc.,
incorporated by reference in its Annual Report (Form 1O-K) for the year ended
December 31, 1995, and March 25, 1996, with respect to the related financial
statement schedule included therein, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
Richmond, Virginia
November 22,1996
