<PAGE>
As filed with the Securities and Exchange Commission on October 7, 1997
Registration No. 333-________
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
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
----------------------------
(State or other jurisdiction
of incorporation or organization)
13-1102020
------------------------------------
(I.R.S. Employer Identification No.)
229 West 43d Street
New York, New York 10036
----------------------------------------
(Address of principal executive offices)
THE NEW YORK TIMES COMPANY
1991 EXECUTIVE STOCK INCENTIVE PLAN
- - - -------------------------------------------------------------------------------
(Full title of the plan)
Laura J. Corwin, Esq.
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, including
area code, of agent for service)
_________________
CALCULATION OF REGISTRATION FEE
- - - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of securities to be registered Amount to be Proposed Proposed Amount of
registered maximum maximum registration
offering price aggregate offering fee
per share(1) price(2)
- - - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 10,000,000 shares $52.62625 $526,262,500 $159,565
par value $.10 per share
</TABLE>
- - - --------------------------------------------------------------------------------
(1) Calculated pursuant to paragraph (c) of Rule 457 (based upon the
average of the reported high and low sales prices for shares of Class A
Common Stock as reported on the New York Stock Exchange for October 2,
1997). The foregoing calculation is solely for the purpose of determining
the registration fee.
(2) Based on the proposed maximum offering price per share, calculated as
described in footnote (1) above.
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to an amendment to The New York Times Company 1991 Executive
Stock Incentive Plan (the "Plan"), the number of shares of Class A Common
Stock reserved and available for issuance has been increased from 11,000,000
shares to 21,000,000 shares. The New York Times Company previously
registered 11,000,000 shares of Class A Common Stock pursuant to a
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission on October 15, 1991 (File No. 33-43211). The contents of such
Registration Statement on Form S-8 (File No. 33-43211) 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, State of New York, on the
7th day of October, 1997.
THE NEW YORK TIMES COMPANY
By: /s/ Laura J. Corwin
-----------------------------
Laura J. Corwin
Vice President and Secretary
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 as indicated.
Signature Title Date
- - - --------- ----- ----
/s/ John F. Akers
- - - ----------------------- Director October 7, 1997
John F. Akers
/s/ Diane P. Baker
- - - ----------------------- Senior Vice President and October 7, 1997
Diane P. Baker Chief Financial Officer
(Principal Financial Officer)
/s/ Richard L. Gelb
- - - ------------------------ Director October 7, 1997
Richard L. Gelb
/s/ A. Leon Higginbotham, Jr.
- - - ----------------------------- Director October 7, 1997
A. Leon Higginbotham, Jr.
/s/ Ruth S. Holmberg
- - - ------------------------- Director October 7, 1997
Ruth S. Holmberg
/s/ Robert A. Lawrence
- - - ------------------------- Director October 7, 1997
Robert A. Lawrence
/s/ Russell T. Lewis
- - - ------------------------- President, Director October 7, 1997
Russell T. Lewis
II-2
<PAGE>
Signature Title Date
- - - --------- ----- ----
/s/ George B. Munroe
- - - ------------------------- Director October 7, 1997
George B. Munroe
/s/ Charles H. Price II
- - - ------------------------- Director October 7, 1997
Charles H. Price II
/s/ George L. Shinn
- - - ------------------------- Director October 7, 1997
George L. Shinn
/s/ Donald M. Stewart
- - - ------------------------- Director October 7, 1997
Donald M. Stewart
/s/ Stuart Stoller
- - - ------------------------- Vice President, Corporate October 7, 1997
Stuart Stoller Controller
(Principal Accounting Officer)
/s/ Arthur Ochs Sulzberger
- - - -------------------------- Chairman, Director October 7, 1997
Arthur Ochs Sulzberger (Principal Executive Officer)
/s/ Arthur O. Sulzberger, Jr.
- - - ----------------------------- Director October 7, 1997
Arthur O. Sulzberger, Jr.
/s/ Judith P. Sulzberger
- - - ------------------------ Director October 7, 1997
Judith P. Sulzberger
/s/ William O. Taylor
- - - ------------------------ Director October 7, 1997
William O. Taylor
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibits Sequential
Page Number
* 5.1 - Opinion and consent of Laura J. Corwin,
Vice President and Secretary of the Company, as
to the legality of shares
* 23.1 - Consent of Deloitte & Touche LLP
* 23.2 - Consent of Laura J. Corwin, Vice President and
Secretary of the Company (included in Exhibit 5.1)
_________________
* Filed herewith.
II-4
<PAGE>
EXHIBIT 5.1
October 7, 1997
The New York Times Company
229 West 43d Street
New York, NY 10036
Ladies and Gentlemen:
I am an attorney-at-law licensed to practice in the State of New York
and am familiar with the laws and statutes of the State of New York. I am
Vice President and Secretary to 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 10,000,000 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 1991 Executive Stock Incentive 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 February 21, 1991, the ratification of the Plan by the
stockholders of the Company on April 16, 1991, and the amendment
of the Plan by the stockholders of the Company on April 18, 1995,
and April 16, 1996;
(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,
/s/ Laura J. Corwin
<PAGE>
Exhibit 23.1
CONSENT OF DELOITTE & TOUCHE LLP
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 the Annual Report on Form 10-K of The New York Times Company for
the year ended December 29, 1996.
DELOITTE & TOUCHE LLP
New York, New York
October 7, 1997
