As filed with the Securities and Exchange Commission on Novemeber 4, 1999
Registration No. 333-_______
- ------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
GANNETT CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 16-0442930
(State of Incorporation) (I.R.S. Employer Identification No.)
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
GANNETT CO., INC.
SAVINGS-RELATED SHARE OPTION SCHEME
(Full Title of the Plan)
Thomas L. Chapple, Esq.
Senior Vice President, General Counsel and Secretary
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
---------------
Copies to:
Joseph H. Reynolds, Esq.
Nixon Peabody LLP
One Thomas Circle, N.W., Suite 700
Washington, D.C. 20005
Tel.: (202) 457-5300
Fax: (202) 457-5355
--------------
Approximate date of proposed offering: As soon as practicable
after effective date of this registration statement.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share(1) Offering Price Fee
- --------------------------------------------------------------------------------------------------------
Common Stock 2,000,000 $74.9375 $149,875,000 $41,665.25
- --------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(h) based upon the average of the high and low
prices of Gannett Common Stock as reported in the consolidated
reporting system for November 2, 1999.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information required by Part I of Form S-8
will be sent or given to employees eligible to participate in the Gannett Co.,
Inc. Savings-Related Share Option Scheme ("Plan") as specified by Rule 428(b)(1)
of the Securities Act of 1933. Those documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following reports of Gannett Co., Inc. ("Company") are incorporated
by reference:
* Annual Report on Form 10-K for the fiscal year ended
December 27, 1998;
* Quarterly Reports on Form 10-Q for the quarters ended March
28, 1999 and June 27, 1999; and
* Current Reports on Form 8-K dated July 2, 1999 and July 27,
1999 and Form 8-K/A dated October 4, 1999.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters any unsold securities, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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 other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
The Company will provide without charge to each person to whom a
prospectus relating to this registration statement is delivered, at the written
or oral request of such person, a copy of any and all of the documents
incorporated by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated therein by reference into such
documents). All requests for such copies should be directed to: Secretary,
Gannett Co., Inc., 1100 Wilson Boulevard, Arlington, Virginia 22234, (703)
284-6000.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with this offering will be passed
upon by Nixon Peabody LLP, counsel for the Company.
The financial statements incorporated in this registration statement by
reference to the Company's Annual Report on Form 10-K for the year ended
December 27, 1998 have been incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, on the authority of that
firm as experts in auditing and accounting.
The financial statements of Newsquest plc as of January 3, 1999
incorporated by reference to the Company's Form 8-K/A dated October 4, 1999 have
been incorporated in reliance on the report of Deloitte & Touche, independent
accountants, on the authority of that firm as experts in auditing and
accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits
the Company to indemnify any director or officer of the Company against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
incurred in defense of any action (other than an action by or in the right of
the Company) arising by reason of the fact that he or she is or was an officer
or director of the Company if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Section 145 also permits the Company to
indemnify any such officer or director against expenses incurred in an action by
or in the right of the Company if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, except in respect of any matter as to which such person is adjudged to
be liable to the Company. This statute requires indemnification of such officers
and directors against expenses to the extent they may be successful in defending
any such action. The statute permits purchase of liability insurance by the
Company on behalf of officers and directors, and the Company has purchased such
insurance.
Section 17 of Article II of the Company's by-laws requires
indemnification to the fullest extent permitted under Delaware law of any person
who is or was a director or officer of the Company who is or was involved or
threatened to be made so involved in any action, suit or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
such person is or was serving as a director, officer or employee of the Company
or any predecessor of the Company or was serving at the request of the Company
as a director, officer or employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, such as the Company,
eliminating or limiting, with certain exceptions, the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Article NINTH of the certificate of
-2-
<PAGE>
incorporation of the Company eliminates the liability of directors to the extent
permitted by Section 102(b)(7) of the DGCL.
The foregoing statements are subject to the detailed provisions of
Sections 145 and 102(b)(7) of the DGCL, Section 17 of Article II of such By-Laws
and Article NINTH of such Certificate of Incorporation, as applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5. Opinion and consent of Nixon Peabody LLP
23. Consent of PricewaterhouseCoopers LLP
Consent of Deloitte & Touche
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, 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, represents a fundamental
change in the information set forth in the 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 (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8
and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
-3-
<PAGE>
(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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company 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 that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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.
-4-
<PAGE>
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 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 Arlington, Virginia, on the 19th day of October 1999.
GANNETT CO., INC.
By: s/ D.H. McCorkindale
----------------------------
Douglas H. McCorkindale
Vice Chairman and President
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 date indicated.
Signature Title Date
s/ John J. Curley Chairman, October 19, 1999
- ------------------------ Chief Executive Officer,
John J. Curley Director
s/ D.H. McCorkindale Vice Chairman and President October 19, 1999
- ------------------------ Director
Douglas H. McCorkindale
s/ Larry F. Miller Executive Vice President October 19, 1999
- ------------------------ and Chief Financial Officer
Larry F. Miller
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints John J. Curley, Douglas H. McCorkindale and Thomas L.
Chapple, and each of them, with full power to act without the others, as said
undersigned's true and lawful attorney-in-fact and agent, with full and several
power of substitution, for said undersigned and in said undersigned's name,
place and stead, in any and all capacities, to sign any and all amendments to
this registration statement pursuant to 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, and each of them, 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 said
undersigned might or could do in person, hereby ratifying and conforming all
that said attorneys-in-fact and
-5-
<PAGE>
agents or any 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 below by the following persons in the
capacities and on the date indicated.
Signature Title Date
s/ H. Jesse Arnelle Director October 19, 1999
- ------------------------
H. Jesse Arnelle
s/ Meredith A. Brokaw Director October 19, 1999
- ------------------------
Meredith A. Brokaw
s/ Stuart T. K. Ho Director October 19, 1999
- ------------------------
Stuart T. K. Ho
s/ Drew Lewis Director October 19, 1999
- ------------------------
Drew Lewis
s/ Josephine P. Louis Director October 19, 1999
- ------------------------
Josephine P. Louis
s/ Samuel J. Palmisano Director October 19, 1999
- ------------------------
Samuel J. Palmisano
s/ Karen Hastie Williams Director October 19, 1999
- ------------------------
Karen Hastie Williams
<PAGE>
EXHIBIT INDEX
5. Opinion and consent of Nixon Peabody LLP
23. Consent of PricewaterhouseCoopers LLP
Consent of Deloitte & Touche
EXHIBIT 5
One Thomas Circle
7th Floor
Washington, D.C. 20005-5802
(202) 457-5300
Fax: (202) 457-5355
Direct Dial: (202) 457-5389
November 3, 1999
Gannett Co., Inc.
1100 Wilson Boulvard
Arlington, VA 22234
Dear Sirs:
Gannett Co., Inc. (the "Company") is filing on or about this date with the
Securities and Exchange commission a Registration Statement on Form S-8 (the
"Registration Statement") in connection with the registration of 2,000,000
shares of common stock, par value $1 ("Shares") to be issued in connection with
the Gannett Co., Inc. Savings Related Share Option Scheme (the "Plan") and which
are offered to eligible employees of Newsquest plc and its subsidiaries.
As counsel to the Company, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or advisable for the purpose
of this opinion.
Based upon the foregoing, we are of the opinion that when (i) the Registration
Statement and any amendments thereto filed with the Securities and Exchange
Commission have become effective, (ii) the applicable provisions of such state
securities laws as may be applicable have been compiled with, and (iii) payment
of the purchase price is made by participating employees in the manner provided
by the Plan, the Shares will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration statement. We also consent to the use of our name under Item 5,
"Interests of Named Experts and Counsel," in the Registration Statement.
Very truly yours,
s/ Nixon Peabody LLP
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 1, 1999 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders of
Gannett Co., Inc., which is incorporated by reference in Gannett Co., Inc.'s
Annual Report on Form 10-K for the year ended December 27, 1998. We also consent
to the incorporation by reference of our report dated February 1, 1999 relating
to the financial statement schedules, which appears in such Annual Report on
Form10-K. We also consent to the reference to us under the heading "Interest of
Named Experts and Counsel" in such Registration Statement.
s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Washington, DC
November 3, 1999
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 19, 1999, with respect to the
financial statements of Newsquest plc as of January 3, 1999 and for the
fifty-three weeks then ended, which report appears in the Form 8-K/A of
Gannett Co., Inc. dated October 4, 1999.
s/ Deloitte & Touche
- --------------------------------
Deloitte & Touche
London, United Kingdom
November 3, 1999
