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Registration No. 333-
As filed with the Securities and Exchange Commission on December 29, 1997
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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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THE NEW YORK TIMES COMPANY
(Exact name of issuer as specified in its charter)
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NEW YORK 13-1102020
(STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
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229 WEST 43D STREET
NEW YORK, NEW YORK 10036
(212) 556-1234
(Address and telephone number of principal executive offices)
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THE NEW YORK TIMES
DEFERRED EXECUTIVE COMPENSATION PLAN
(Full title of Plan)
Laura J. Corwin,
Vice President and Secretary
The New York Times Company
229 West 43d Street
New York, New York 10036
(212) 556-1234
(Name, address and telephone number of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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Deferred Compensation Obligations................ $73,603,000.00 100% $73,603,000.00 $21,712.89
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1. The Deferred Compensation Obligations are unsecured obligations of The New
York Times Company to pay deferred compensation in the future in accordance
with the terms of The New York Times Company Deferred Executive Compensation
Plan.
2. Estimated solely for purposes of determining the registration fee.
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PART I
A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1)(i).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have heretofore been filed by The New York
Times Company (the "Company") (File No. 1-5837) with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "1934 Act"), are incorporated by reference herein and shall be
deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1996; and
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 30, 1997, June 29, 1997, and September 28, 1997.
3. The contents of the Company's Registration Statement on Form S-8
(Registration No. 333-09477), filed with the Commission on August 2, 1996,
including the Description of Securities (Item 4), Interests of Named
Experts and Counsel (Item 5), Indemnification of Directors and Officers
(Item 6), and Undertakings (Item 9).
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a
post-effective amendment to this registration statement 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 made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the
documents enumerated above or subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which
the offering made by this registration statement is in effect prior to the
filing with the Commission of the Company's Annual Report on Form 10-K
covering such year shall not be Incorporated Documents or be incorporated by
reference in this registration statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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
Incorporated Document 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Incorporated by reference, see Item 3.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Incorporated by reference, see Item 3.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Incorporated by reference, see Item 3.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 7.
ITEM 9. UNDERTAKINGS.
Incorporated by reference, see Item 3.
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company 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 the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and the State of New York, on December 18, 1997.
THE NEW YORK TIMES COMPANY
BY: /S/ LAURA J. CORWIN
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Laura J. Corwin
VICE PRESIDENT AND SECRETARY
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Laura J. Corwin as his or her
true and lawful attorney-in-fact and agent, with full powers of substitution
and resubstitution, for him or her in his or her name, place and stead, in
any and all capabilities, to sign any and all amendments to this registration
statement, including any and all post-effective amendments, and any and all
documents in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the 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 and 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 1933 Act, the registration statement
has been signed below by the following persons in the capacities and on the
dates indicated:
SIGNATURE TITLE DATE
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/s/ ARTHUR OCHS SULZBERGER Chairman Emeritus, Director December 18, 1997
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Arthur Ochs Sulzberger
/s/ ARTHUR O. SULZBERGER, JR. Chairman, Director December 18, 1997
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Arthur O. Sulzberger, Jr.
/s/ JOHN F. AKERS Director December 18, 1997
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John F. Akers
4
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/s/ DIANE P. BAKER Senior Vice President, December 18, 1997
- ------------------------------ Chief Financial Officer
Diane P. Baker (Principal Financial
Officer)
/s/ RICHARD L. GELB Director December 18, 1997
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Richard L. Gelb
/s/ MICHAEL GOLDEN Vice Chairman, December 18, 1997
- ------------------------------ Senior Vice President,
Michael Golden Director
/s/ A. LEON HIGGINBOTHAM, JR. Director December 18, 1997
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A. Leon Higginbotham, Jr.
/s/ RUTH S. HOLMBERG Director December 18, 1997
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Ruth S. Holmberg
/s/ ROBERT A. LAWRENCE Director December 18, 1997
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Robert A. Lawrence
/s/ RUSSELL T. LEWIS President, (Chief Executive December 18, 1997
- ------------------------------ Officer), Director
Russell T. Lewis
/s/ GEORGE B. MUNROE Director December 18, 1997
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George B. Munroe
/s/ CHARLES H. PRICE II Director December 18, 1997
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Charles H. Price II
/s/ GEORGE L. SHINN Director December 18, 1997
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George L. Shinn
/s/ DONALD M. STEWART Director December 18, 1997
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Donald M. Stewart
/s/ STUART STOLLER Vice President, December 18, 1997
- ------------------------------ Corporate Controller
Stuart Stoller (Principal Accounting Officer)
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/s/ JUDITH P. SULZBERGER Director December 18, 1997
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Judith P. Sulzberger
/s/ WILLIAM O. TAYLOR Director December 18, 1997
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William O. Taylor
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4- The New York Times Company Deferred Executive
Compensation Plan (incorporated by reference to the
Company's Registration Statement on Form S-8
(Registration Statement No. 333-09447) filed with
the Commission on August 2, 1996).
5- Opinion of the Company's Senior Vice President and
General Counsel as to the legality of the Obligations
offered under the Plan.
23(a)- Independent Auditors' Consent.
23(b)- Consent of Counsel (contained in the Opinion of the
Company's General Counsel, Exhibit 5 hereto).
24- Power of Attorney (included on the signature page).
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EXHIBIT 5
December 19, 1997
The New York Times Company
229 West 43d Street
New York, New York 10036
Dear Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of The New York Times
Company, a New York corporation (the "Company"), and am admitted to the
practice of law in the State of New York. I have represented the Company in
connection with the proposed filing with the Securities and Exchange
Commission expected to be made on or about December 29, 1997, under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement") for the purpose of registering $73,603,000 of
Deferred Compensation Obligations which represent unsecured obligations of
the Company to pay deferred compensation in accordance with the terms of The
New York Times Company Deferred Executive Compensation Plan (the "Plan"). In
such capacity, I have examined the Certificate of Incorporation and By-Laws
of the Company, the Plan, and such other documents of the Company as I have
deemed necessary or appropriate for the purpose of the opinion expressed
herein.
Based upon the foregoing, I advise you that, in my opinion, when issued
in accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable
in accordance with their terms, except as enforcement thereof may be limited
by bankruptcy, insolvency and other laws of general applicability related to
or affecting enforcement of creditors' rights or by general equity
principles.
Further, I hereby consent to the use of my name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement and to
the filing of a copy of this opinion as an exhibit thereto.
Very truly yours,
/s/ Solomon B. Watson IV
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Solomon B. Watson IV
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EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
THE NEW YORK TIMES COMPANY:
We consent to the incorporation by reference in this Registration
Statement of The New York Times Company on Form S-8 of our report dated
February 3, 1997, appearing in and incorporated by reference in the Annual
Report on Form 10-K of The New York Times Company for the year ended December
29, 1996.
/S/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
New York, New York
December 29, 1997
