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As filed with the Securities and Exchange Commission on June 22,2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM S-8
REGISTRATION STATEMENT Under
THE SECURITIES ACT OF 1933
___________________________________
DOW JONES & COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Delaware 200 Liberty Street 13-5034940
(State or other New York, New York 10281 (I.R.S. Employer
jurisdiction (212) 416-2000 Identification No.)
of incorporation or (Address, including zip code, and
organization) telephone number, including area code,
of registrant's principal executive offices)
_______________________
DOW JONES REUTERS BUSINESS INTERACTIVE, LLC
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Jerome H. Bailey
Dow Jones & Company, Inc.
200 Liberty Street
New York, New York 10281
Phone: (212) 416-2000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Amount of
to be Registered Registered (1) Share(2) Offering Price(2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per share 500,000 shares $73.40625 $36,703,125 $9,690
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(1) Plus such additional number of shares as may be required in the event of a
stock dividend, stock split, recapitalization or other similar event in
accordance with Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee. Pursuant to Rule 457(c) of the Securities Act, the
registration fee is based upon the average of the high and low prices of
the registrant's common stock as reported on the New York Stock Exchange
Composite Tape on June 16, 2000.
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EXPLANATORY NOTE
This Form S-8 Registration Statement relates to 500,000 shares of common stock,
par value $1.00 per share, of Dow Jones & Company, Inc., which may be issued
under the Dow Jones Reuters Business Interactive, LLC ("DJRBI") 2000 Employee
Stock Purchase Plan (the "Plan"). Under the Plan, employees of DJRBI shall be
entitled to purchase shares of common stock of the Company through voluntary
payroll deductions. DJRBI (Factiva) is a 50-50 joint venture with Reuters Group
Plc.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference rooms in Washington, D.C.,
New York, N.Y. and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov. Reports,
proxy and information statements and other information concerning us can also be
inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
The SEC allows us to "incorporate by reference" information into this
Registration Statement, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
Registration Statement. Information in this Registration Statement may update
documents previously filed with the SEC, and later information that we file with
the SEC will automatically update this Registration Statement. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the termination of the offering:
(1) The Annual Report on Form 10-K of Dow Jones for the year ended December
31, 1999.
(2) The Quarterly Report on Form 10-Q of Dow Jones for the quarter ended
March 31, 2000.
(3) The description of the common stock of Dow Jones, contained in the
registration statement on Form 8-A under the Exchange Act, filed June
17, 1976, and the description of the Class B Common Stock of Dow Jones,
par value $1.00 per share, contained in a registration statement on
Form 8-A under the Exchange Act, filed April 28, 1987.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Peter G. Skinner, Esq., Executive Vice President, General Counsel and
Secretary of Dow Jones will issue an opinion as to the legality of the common
stock offered under this Registration Statement. Mr. Skinner holds
approximately 19,927 shares of Dow Jones common stock and stock options to
acquire 103,400 shares of Dow Jones common stock, of which 69,634 are currently
vested.
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The consolidated financial statements and related financial statement
schedule included or incorporated by reference in Dow Jones' Annual Report on
Form 10-K for the year ended December 31, 1999 have been audited by
PricewaterhouseCoopers LLP, independent accountants, whose reports thereon are
incorporated by reference in this registration statement. These financial
statements and schedule are incorporated in reliance upon the reports of
PricewaterhouseCoopers LLP, given upon their authority as experts in auditing
and accounting. The consolidated financial statements of Dow Jones and its
subsidiaries for each future fiscal year, and the report of Dow Jones'
independent accountants retained for such fiscal year, will be incorporated by
reference in this registration statement, so long as the accountants have
consented to the use of their reports thereon, in reliance upon the authority of
the accountants as experts in auditing and accounting.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law permits indemnification
of officers, directors, employees and agents prosecuted in a criminal action or
sued in a civil action or proceeding, including, under certain circumstances,
suits by or in the right of Dow Jones, for any expenses, including attorneys'
fees, or any liabilities which may be incurred in consequence of such action or
proceeding, under the conditions stated in that section.
Section 32 of Dow Jones' bylaws provides for indemnification of officers
and directors to the full extent permitted by the Delaware General Corporation
Law.
Dow Jones maintains directors' and officers' liability and corporation
reimbursement insurance for the benefit of Dow Jones and its directors and
officers. The policy provides coverage for certain amounts paid as
indemnification pursuant to the provisions of Delaware law and Dow Jones'
bylaws.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit No. Description of Exhibit
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3.1 The Restated Certificate of Incorporation of Dow Jones,
as amended as of April 25, 1989, is hereby incorporated
by reference to Exhibit 10.15 to its Form 10-Q for the
quarter ended June 30, 1999.
3.2 The By-laws of Dow Jones, as restated as of May 17,
1989, are hereby incorporated by reference to Exhibit
10.16 to its Form 10-Q for the quarter ended June 30,
1999.
5 Opinion of Peter G. Skinner, Esq.
23.1 Consent of Peter G. Skinner, Esq. (included in Exhibit
5)
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24 Power of Attorney (included in signature pages hereto).
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Item 9. Undertakings.
Dow Jones hereby undertakes:
(a) 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 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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
provided, however, that paragraphs (i) and (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
SEC by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(b) 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.
(c) 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.
(d) That, for the purpose 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 that is incorporated by reference in this 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.
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
of this registration statement, or otherwise, the registrant has been
advised that in the opinion of the SEC 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
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
Securities Act of 1933 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, Dow Jones
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 New York, State of New York, on June 22, 2000.
DOW JONES & COMPANY, INC.
By: /s/ Raymond Baumkirchner
------------------------
Raymond Baumkirchner, Vice President/Finance
(Chief Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter R. Kann and Peter G. Skinner and each of
them, as his or her true and lawful attorney-in-fact and agent with full power
of substitution and resubstitution, in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement and any additional registration statements pursuant to Instruction E
to Form S-8 and any and all documents in connection therewith, and to file the
same, with all exhibits, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing 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 in
person, and hereby ratifies, approves and confirms all that his or her said
attorney-in-fact and agent, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Peter R. Kann Chief Executive Officer and June 22, 2000
------------------------------ Director (principal executive
Peter R. Kann officer)
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/s/ Jerome H. Bailey Executive Vice President and June 22, 2000
------------------------------ Chief Financial Officer
Jerome H. Bailey (principal financial officer)
/s/ Raymond Baumkirchner Vice President/Finance June 22, 2000
------------------------------ (principal accounting officer)
Raymond Baumkirchner
/s/ Rand V. Araskog Director June 22, 2000
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Rand V. Araskog
/s/ Christopher Bancroft Director June 22, 2000
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Christopher Bancroft
/s/ William C. Cox, Jr. Director June 22, 2000
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William C. Cox, Jr.
/s/ Harvey Golub Director June 22, 2000
------------------------------
Harvey Golub
/s/ Roy A. Hammer Director June 22, 2000
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Roy A. Hammer
/s/ Leslie Hill Director June 22, 2000
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Leslie Hill
/s/ Irvine O. Hockaday, Jr. Director June 22, 2000
------------------------------
Irvine O. Hockaday, Jr.
/s/ Vernon E. Jordan, Jr. Director June 22, 2000
------------------------------
Vernon E. Jordan, Jr.
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Director June 22, 2000
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David K. P. Li
/s/ M. Peter McPherson Director June 22, 2000
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M. Peter McPherson
/s/ Frank N. Newman Director June 22, 2000
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Frank N. Newman
/s/ James H. Ottaway, Jr. Director June 22, 2000
------------------------------
James H. Ottaway, Jr.
Director June 22, 2000
------------------------------
William C. Steere, Jr.
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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3.1 The Restated Certificate of Incorporation of Dow
Jones, as amended as of April 25, 1989, is hereby
incorporated by reference to Exhibit 10.15 to its
Form 10-Q for the quarter ended June 30, 1999.
3.2 The By-laws of Dow Jones, as restated as of May 17,
1989, are hereby incorporated by reference to
Exhibit 10.16 to its Form 10-Q for the quarter ended
June 30, 1999.
5 Opinion of Peter G. Skinner, Esq.
23.1 Consent of Peter G. Skinner, Esq. (included in
Exhibit 5)
23.2 Consent of PricewaterhouseCoopers LLP, independent
accountants.
24 Power of Attorney (included in signature pages
hereto).
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