SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
THE NEW YORK TIMES COMPANY
(Exact name of registrant as specified in its charter)
New York 13-1102020
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
229 West 43d Street
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
The New York Times Company
Employee Stock Purchase Plan
(Full title of the plan)
Laura J. Corwin, Esq.
Secretary and Corporate Counsel
The New York Times Company
229 West 43d Street
New York, New York 10036
(Name and address of agent for service)
(212) 556-5995
(Telephone number, including area code,
of agent for service)
____________________
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee1/
- ------------- ---------- --------- --------- ----------
Class A 6,000,000 $18.65 $111,900,000 $38,586.21
Common Stock
(10 cents
par value)
- --------------------
1/ The amount of the registration fee is estimated in
accordance with Rule 457(h) and is based on 85% of the average of the
high and low price per share of the Registrant's Class A Common Stock on
October 25, 1994, as reported by the American Stock Exchange. (The price
at which shares of the Registrant's Class A Common Stock are offered under
the Employee Stock Purchase Plan is based on 85% of the fair market value
of such stock).
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Incorporation by Reference
The contents of the Registrant's Registration Statement on
Form S-8 (Commission file no.: 33-31538) are incorporated herein by
reference.
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 New York City, State of New York,
on October 28, 1994.
THE NEW YORK TIMES COMPANY
Registrant
By Laura J. Corwin
--------------------------
Laura J. Corwin
Secretary and Corporate
Counsel
Signature and Name Capacity Date
------------------ -------- ----
Arthur Ochs Sulzberger Chairman (Chief October 28, 1994
--------------------------
Executive Officer),
Arthur Ochs Sulzberger Director
John F. Akers Director October 28, 1994
--------------------------
John F. Akers
Frank R. Gatti Vice President, October 28, 1994
--------------------------
Corporate
Frank R. Gatti Controller
(Principal
Accounting
Officer)
Richard L. Gelb Director October 28, 1994
--------------------------
Richard L. Gelb
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Louis V. Gerstner, Jr. Director October 28, 1994
--------------------------
Louis V. Gerstner, Jr.
David L. Gorham Senior Vice October 28, 1994
--------------------------
President
David L. Gorham and Chief Financial
Officer
(Principal
Financial
Officer)
Marian S. Heiskell Director October 28, 1994
--------------------------
Marian S. Heiskell
A. Leon Higginbotham, Jr. Director October 28, 1994
----------------------------
A. Leon Higginbotham, Jr.
Ruth S. Holmberg Director October 28, 1994
--------------------------
Ruth S. Holmberg
Robert A. Lawrence Director October 28, 1994
--------------------------
Robert A. Lawrence
Walter E. Mattson Director October 28, 1994
--------------------------
Walter E. Mattson
George B. Munroe Director October 28, 1994
--------------------------
George B. Munroe
Charles H. Price II Director October 28, 1994
--------------------------
Charles H. Price II
Lance R. Primis President (Chief October 28, 1994
--------------------------
Operating Officer)
Lance R. Primis
George L. Shinn Director October 28, 1994
--------------------------
George L. Shinn
Donald M. Stewart Director October 28, 1994
--------------------------
Donald M. Stewart
<PAGE>
Judith P. Sulzberger Director October 28, 1994
--------------------------
Judith P. Sulzberger
William O. Taylor Director October 28, 1994
--------------------------
William O. Taylor
Cyrus R. Vance Director October 28, 1994
--------------------------
Cyrus R. Vance
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibits
--------
4 - The New York Times Company Employee Stock
Purchase Plan.
5 - Opinion of Laura J. Corwin, Corporate Counsel
of the Company.
24.1 - Consent of Deloitte & Touche.
24.2 - Consent of Laura J. Corwin (included in opinion
filed as exhibit 5).
THE NEW YORK TIMES COMPANY EMPLOYEE
STOCK PURCHASE PLAN
SECTION 1. Purpose.
The Employee Stock Purchase Plan (the "Plan") of The New
York Times Company ("The Times") is designed to provide an
opportunity for the employees of The Times and its designated
subsidiaries to purchase shares of the Class A Common Stock
(the "Stock") of The Times through voluntary systematic
payroll deductions. It is the purpose and policy of the Plan
to provide employees with an opportunity to acquire an
additional interest in the economic progress of The Times and
a further incentive to promote its best interests.
SECTION 2. Offerings Under the Plan.
From time to time within the limits of the Plan, shares
of the Stock will be made available for purchase only by
employees through offers of the Stock made on behalf of
The Times by its Board of Directors (the "Board"). The Board
shall designate the subsidiaries of The Times whose employees
may participate in an offering under the Plan and shall within
the limits of the Plan fix the terms and conditions of each
offering. Except as provided in Section 3 of the Plan, all
employees participating in an offering shall have the same
rights and privileges to purchase Stock under the Plan.
SECTION 3. Employees Eligible and Participation by
Such Employees.
All regular, full-time employees of The Times and of such
subsidiaries as may be designated by the Board shall be
eligible to participate in the Plan, except that the Board in
its discretion may exclude, on a uniform basis, from any
offering or offerings: (a) employees who at the time of an
offering have been employed less than two (2) years, (b)
employees whose customary employment is twenty (20) hours or
less per week, (c) employees whose customary employment is for
not more than five (5) months in any calendar year, and (d)
employees who have been granted restricted or qualified stock
options as those terms are used in the Internal Revenue Code
1954, as currently in effect or as it may hereafter be
amended, under The New York Times Company Executive Incentive
Compensation Plan. The number of shares that may be purchased
by an employee under any one offering shall bear a uniform
relationship to the basic compensation of such employee over a
period of time in which such compensation is paid (the
"Purchase Period"). However, an employee owning or who would
own directly or indirectly more than five percent (5%) of the
total combined voting power or value of all classes of stock
of The Times, its parent or any subsidiary corporation
immediately after any offering under the Plan in which he
participates or in which he is otherwise eligible to
participate, will not be eligible to participate in the Plan
or any offering made thereunder. No employee shall
1
<PAGE>
be granted the right to purchase shares of the Stock which
would permit his total rights to purchase Stock, under all
employee stock purchase plans of The Times, to accrue at a
rate which exceeds $25,000 of fair market value of such
Stock,determined at the time such rights are granted, for each
calendar year during which rights to purchase such Stock are
outstanding at any time.
SECTION 4. Shares Subject to the Plan.
The shares which may be offered under the Plan may be
treasury Stock, unissued Stock, or The Times may go into the
market and purchase Stock for sale. The number of shares of
Stock to be sold under the Plan shall not exceed 27,800,000
shares, except as such number may be adjusted pursuant to
Section 9. All shares offered under the Plan and for any
reason not purchased as well as all shares not previously
offered will be available for subsequent offerings.
SECTION 5. Price.
The price at which shares may from time to time be offered
shall be fixed by the Board, but shall not be less than the
lower of (a) 85% of the fair market value of the Stock on the
date of offering (the "Offering Price"), or (b) 85% of the
fair market value of the Stock on the last day of the Purchase
Period, except as provided in Section 6.
SECTION 6. Payroll Deductions, Interest and Right of
Cancellation.
Shares purchased under the Plan will be paid for by
payroll deductions during the Purchase Period, which shall not
exceed 27 months, without the right of prepayment. Interest
will accrue on the amounts deducted at a rate and in a manner
fixed by the Board. Each participant will have the right to
cancel his election to purchase shares under the Plan at any
time prior to the last day of the Purchase Period and in such
case any amount paid by such participant in respect of such
shares will be returned to him with interest. The Board will
also make provision with respect to the rights of
participants in the event of retirement, death, termination
of employment, temporary layoff, or authorized leave of
absence, including without limitation a provision that a
participant whose employment has terminated through death or
retirement or otherwise may purchase Stock within three
(3) months thereafter at the Offering Price or 85% of the
fair market value of the Stock at the date of such purchase,
whichever is lower.
2
<PAGE>
SECTION 7. Issue of Shares.
No shares purchased under the Plan will be issued except
at the end of the Purchase Period and only upon such issuance
will participants have, with respect to such shares, any of
the rights of a stockholder.
SECTION 8. Assignability.
The rights of a participant will not be transferable by
him other than by will or the laws of descent and
distribution, and will be exercisable during his lifetime only
by him.
SECTION 9. Effects of Changes in Shares.
If at any time The Times shall take any action, whether
by stock dividend, stock split, combination of shares, or
otherwise, which results in a proportionate increase or
decease in the number of shares of Stock theretofore issued
and outstanding, the number of shares covered under the Plan
shall be increased or decreased proportionately, and the price
in Section 5 adjusted proportionately, and such other
adjustment shall be made as may be equitable by the Board or
the Committee.
SECTION 10. Administration of the Plan.
The Plan shall be administered by the Board or a Committee
appointed by the Board of three or more of its members (the
"Committee"). The Committee shall serve at the pleasure of
the Board and shall have such powers as the Board may from time
to time confer upon it. Any decision or action taken by the
Board or the Committee arising out of or in connection with
the construction, administration, interpretation and effect of
the Plan shall be conclusive and binding upon all employees
participating in the Plan and any person claiming or under or
through any such employee.
SECTION 11. Amendment or Discontinuance.
The Board may amend or discontinue the Plan at any time.
No such amendment, however, may increase the maximum number of
shares that may be offered, decrease the minimum price pursuant
to Section 5 or change the class of employees eligible to
participate under the Plan without the approval of a majority
of the shares of The Times then issued and outstanding and
entitled to vote thereon.
3
<PAGE>
SECTION 12. Approval by Stockholders.
This Plan must be approved by the Class A and Class B
Common stockholders of The Times on or before December
17, 1969. If no such approval is obtained, then all amounts in
the accounts of participating employees shall be promptly
refunded, including any interest credited thereon.
4
October 28, 1994
The New York Times Company
229 West 43d Street
New York, New York 10036
Ladies and Gentlemen:
I am Corporate Counsel of The New York Times Company (the
"Company"), a New York Corporation, and have advised the Company in
connection with the Registration Statement (the "Registration Statement") on
Form S-8, which will be filed pursuant to the Securities Act of 1933, as
amended, by the Company with the Securities and Exchange Commission on the
date hereof, for the registration of 6,000,000 shares (the "Shares") of Class
A Common Stock, with $.10 par value, of the Company. The Shares are to be
issued pursuant to the Company's Employee Stock Purchase Plan (the "Plan").
I have examined, among other things:
(i) the Plan, and I am familiar with the adoption of the Plan by
the Company on December 18, 1968, the ratification of the Plan
by the stockholders of the Company on April 22, 1969, and the
amendment of the Plan by the stockholders of the Company on
April 20, 1971, April 26, 1977, April 21, 1981, April 24,
1984, April 18, 1989, and April 19, 1994;
(ii) the Certificate of Incorporation of the Company;
(iii) the By-laws of the Company; and
(iv) the Registration Statement.
In addition, I have also examined and relied upon copies of
resolutions of the stockholders and the Board of Directors of the Company and
committees thereof, and such other documents and records as I have deemed
necessary and relevant for the purposes hereof.
<PAGE>
The opinions expressed below are limited to the laws of the State
of New York and United States federal law.
Based upon and subject to the foregoing I am of the opinion that:
(i) the Plan is not subject to any provision of the Employee
Retirement Income Security Act of 1974; and
(ii) the Shares have been duly authorized, and when issued pursuant
to the terms of the Plan, will be validly issued, fully paid
and non-assessable shares of Class A Common Stock of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to its use in connection therewith.
Very truly yours,
Laura J. Corwin
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
THE NEW YORK TIMES COMPANY:
We consent to the incorporation by reference in the
Registration Statement on Form S-8 of The New York Times Company,
to be filed on the date hereof, of our report dated February 10,
1994, appearing in the Annual Report on Form 10-K of The New
York Times Company for the year ended December 31, 1993 on page
F-26.
Deloitte & Touche
Deloitte & Touche
New York, New York
October 28, 1994
