<PAGE> 1
As filed with the Securities and Exchange Commission on November 1, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PULITZER PUBLISHING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 430496290
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
900 NORTH TUCKER BOULEVARD
ST. LOUIS MISSOURI 63101
(314) 340-8000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
PULITZER PUBLISHING COMPANY 1994
STOCK OPTION PLAN
(Full title of the plan)
RONALD H. RIDGWAY
PULITZER PUBLISHING COMPANY
900 NORTH TUCKER BOULEVARD
ST. LOUIS, MISSOURI 63101
(314) 340-8000
(Name, address, and telephone number of agent for service)
Copies of all communications, including all communications sent to the agent
for service, should be sent to:
RICHARD A. PALMER, ESQ.
FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
(Facing Page Continued on Following Page)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Amount to be maximum Proposed maximum
Title of securities to price per offering aggregate offering Amount of registra-
be registered registered share (1) price (2) tion fee
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 1,500,000 $34.628 $51,942,375 $17,911.16
</TABLE>
(1) Calculated by dividing the proposed maximum aggregate offering price by
the amount to be registered.
(2) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the sum of (i) the product resulting from
multiplying 3,000, the number of shares registered by this Registration
Statement as to which options have been granted (but not exercised) under
the Pulitzer Publishing Company 1994 Stock Option Plan, by $36.25 per
share, the average exercise price of such options, and (ii) the product
resulting from multiplying 1,497,000, the number of shares registered by
this Registration Statement as to which options may be granted under the
Pulitzer Publishing Company 1994 Stock Option Plan, by $34.625, the
closing price of the Common Stock as reported by the New York Stock
Exchange on October 26, 1994.
<PAGE> 3
PROSPECTUS
1,500,000 SHARES
PULITZER PUBLISHING COMPANY
COMMON STOCK
($.01 PAR VALUE)
_____________________
All the shares of Common Stock, $.01 par value per share ("Common Stock"),
offered hereby are being offered by the Selling Stockholders. See "Selling
Stockholders." Pulitzer Publishing Company (the "Company") will not receive
any of the proceeds from the shares sold by the Selling Stockholders.
The Common Stock of the Company is traded on the New York Stock Exchange.
See "Description of Capital Stock." On October 26, 1994, the last sale price
for the Common Stock as reported by the New York Stock Exchange was $34.625.
All expenses of the registration of securities covered by this Prospectus
will be borne by the Company, except that the Selling Stockholders will pay
underwriting discounts, selling commissions, and fees and the expenses, if any,
of counsel or other advisers to the Selling Stockholders.
_____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A
CRIMINAL OFFENSE.
The date of this prospectus is November 1, 1994
<PAGE> 4
AVAILABLE INFORMATION
Pulitzer Publishing Company ("the Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, files reports and other information with
the Securities and Exchange Commission (the "Commission). The Registration
Statement, including the exhibits and schedules thereto, and reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549 and at the
following Regional Offices of the Commission: Chicago Regional Office, 500
West Madison Street, Chicago, Illinois, 60604 and New York Regional Office, 7
World Trade Center, New York, New York 10048. Copies of such material can also
be obtained from the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed
rates. Copies of such information may also be inspected at the New York Stock
Exchange, Inc., 20 Broad Street, New York, NY, 10005, on which the Common Stock
is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company are incorporated herein by
reference:
(i) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993.
(ii) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1994, and June 30, 1994.
(iii) The Company's Form 8-A dated June 17, 1993.
In addition to the foregoing, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post effective amendment indicating that all of the securities
offered hereunder have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be part hereof from the date of the filing of such documents.
Any statement contained in a document incorporated by reference in this
Registration Statement 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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
2
<PAGE> 5
The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any or all of the documents described above (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
the documents that the Prospectus incorporates). Such requests should be
directed to: Pulitzer Publishing Company, 900 North Tucker Boulevard, St.
Louis, Missouri 63101, Attention: Secretary (telephone number (314) 340-8000).
3
<PAGE> 6
THE COMPANY
The Company is engaged in newspaper publishing and television and radio
broadcasting. Its newspaper operations consist of two major metropolitan
dailies, the St. Louis Post-Dispatch (the "Post-Dispatch"), the only major
daily newspaper serving the St. Louis metropolitan area; The Arizona Daily Star
(the "Star"), serving the Tucson metropolitan area; and the Daily Southtown, a
suburban daily newspaper in the Chicago area. Prior to June 1, 1993, the
Daily Southtown was named the Southtown Economist and was published in the
afternoon daily and on Sunday. The Company's broadcasting operations consist
of nine network-affiliated television stations located in Greenville, South
Carolina; New Orleans, Louisiana; Lancaster, Pennsylvania; Winston-Salem, North
Carolina; Albuquerque, New Mexico; Louisville, Kentucky; Omaha, Nebraska;
Daytona Beach/Orlando, Florida and Des Moines, Iowa; and two radio stations
located in Phoenix, Arizona. The Daytona Beach/Orlando and Des Moines
television stations were acquired during 1993 on June 30 and September 9,
respectively.
The Company was founded by the first Joseph Pulitzer in 1878 to publish the
original St. Louis Post-Dispatch and has operated continuously since that time
under the direction of the Pulitzer family. Joseph Pulitzer, Jr., a grandson
of the founder, served as Chairman of the Board until his death on May 26,
1993. Michael E. Pulitzer, also a grandson of the founder, currently serves as
Chairman of the Board, President and Chief Executive Officer of the Company.
The Company, a Delaware corporation, maintains its principal executive
offices at 900 North Tucker Boulevard, St. Louis, Missouri 63101. Its
telephone number is (314) 340-8000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
The selling stockholders are those who own stock in the Company by having
exercised their options granted to them pursuant to the Pulitzer Publishing
Company 1994 Stock Option Plan. As the names and amounts of securities of the
stockholders to be reoffered become known, the registrant will supplement this
prospectus with such information. None of the proceeds from the sale of the
shares offered by Selling Stockholders will be received by the Company.
PLAN OF DISTRIBUTION
The distribution of the shares of Common Stock by the Selling Stockholders
may be effected from time to time in one or more transactions (which may
involve block transactions) on the New York Stock Exchange, or on any exchange
on which the
4
<PAGE> 7
Common Stock may then be listed, in negotiated transactions through the writing
of option shares (whether such options are listed on an options exchange or
otherwise), or a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders and/or purchasers of
shares for whom they may act as agent (which compensation may be in excess of
customary commissions). The Selling Stockholders may also pledge shares as
collateral for margin accounts and such shares could be resold pursuant to the
terms of such accounts.
In connection with such sales, the Selling Stockholders and any participating
brokers or dealers may be deemed to be "underwriters" as defined in the
Securities Act.
In order to comply with certain state securities laws, if applicable, the
Common Stock will not be sold in a particular state unless such securities have
been registered or qualified for sale in such state or any exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company and the Selling Stockholders by Fulbright &
Jaworski L.L.P., New York, New York. Peter J. Repetti, a retired partner of
such firm, is a director of the Company.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 1993 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports, which
are incorporated herein by reference, and have been so incorporated in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.
5
<PAGE> 8
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer contained herein, and, if given, or
made, such other information or representations must not be relied on as having
been authorized by the Company. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that the information contained or incorporated by reference herein is correct
as of any subsequent time. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, by any person in any jurisdiction
in which it is unlawful for such person to make such offer or solicitation.
________________
TABLE OF CONTENTS
Page
Available Information............. 2
Incorporation of Certain
Information by Reference........ 2
The Company....................... 4
Use of Proceeds................... 4
Selling Stockholders.............. 4
Plan of Distribution.............. 4
Legal Matters..................... 5
Experts........................... 5
1,500,000 SHARES
PULITZER PUBLISHING COMPANY
COMMON STOCK
______________
PROSPECTUS
______________
November 1, 1994
<PAGE> 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Pulitzer Publishing Company
(the "Company") are incorporated herein by reference:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993.
(ii) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1994 and
June 30, 1994.
(iii) The Company's Form 8-A dated June 17, 1993.
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-effective
amendment indicating that all of the securities offered hereunder have been
sold or deregistering all securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference in this Registration Statement 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 subsequently filed
document that is also incorporated by reference herein modifies or supersedes
such statement. Any 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
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock offered hereby has been
passed on for the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New
York, New York 10103. Peter J. Repetti, a retired partner of such firm, holds
an option to purchase 1,000 shares of Common Stock.
II-1
<PAGE> 10
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of
Delaware grants corporations the power to indemnify their directors, officers,
employees and agents in accordance with the provisions set forth therein.
Article XI of the Certificate of Incorporation of the Company
provides for indemnification of directors, officers, employees and agents of
the Company to the fullest extent provided by law. The Company does not
currently maintain any directors' and officers' liability insurance. Sections
1, 2 and 10 of Article XI include basic indemnification provisions and provide
as follows:
(1) Action Not By or on Behalf of Corporation. The corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against judgments and amounts paid in settlement and expenses (including
attorneys' fees), actually and reasonably incurred by him in connection with
such action, suit or proceeding 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
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(2) Action By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit 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 Corporation, except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability and in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
II-2
<PAGE> 11
(10) A director's liability to the Corporation for breach of duty to
the Corporation or its stockholders shall be limited to the fullest extent
permitted by Delaware law as now in effect or hereafter amended. In
particular, no director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation law, as the same exists or hereafter may be amended, or (iv) for
any transaction from which the director derived an improper personal benefit.
If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation law. Any repeal or
modification of this Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the Corporation existing at the time of such repeal
or modification.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
Item 8. EXHIBITS
4.1 -- Pulitzer Publishing Company 1994 Stock Option
Plan
5 -- Opinion of Fulbright & Jaworski L.L.P.
23(a) -- Consent of Deloitte & Touche LLP
23(b) -- Consent of Fulbright & Jaworski L.L.P.
(included in Exhibit 5)
24 -- Power of Attorney (included in signature page)
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) 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-3
<PAGE> 12
(ii) To reflect in the prospectus any facts or events
arising after the effective dates of the 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 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(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.
(h) 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, or
otherwise, the registrant 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 a claim for
indemnification against such liabilities (other than
the payment by
II-4
<PAGE> 13
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 of the registrant 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.
II-5
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 St. Louis, Missouri on October 31,
1994.
Pulitzer Publishing Company
/s/ Michael E. Pulitzer
-----------------------------------------
By: Michael E. Pulitzer, Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Michael E. Pulitzer and Ronald
H. Ridgway his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all 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 of 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 might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Michael E. Pulitzer Director, Chairman of October 31, 1994
- ----------------------- the Board, President and
Michael E. Pulitzer Chief Executive Officer
/s/ Ronald H. Ridgway Director, Senior Vice October 31, 1994
- ----------------------- President - Finance
Ronald H. Ridgway (Principal Financial
and Accounting Officer)
II-6
<PAGE> 15
/s/ Ronald H. Ridgway Director, Senior Vice October 31, 1994
- --------------------------- President - Broadcast
Ken J. Elkins Operations
s/ Nicholas G. Penniman IV Director, Senior Vice October 31, 1994
- ---------------------------- President - Newspaper
Nicholas G. Penniman IV Operations
s/ David E. Moore Director October 31, 1994
- ----------------------------
David E. Moore
s/ Emily Rauh Pulitzer Director October 31, 1994
- ----------------------------
Emily Rauh Pulitzer
s/ Alice B. Hayes Director October 31, 1994
- ----------------------------
Alice B. Hayes
s/ Peter J. Repetti Director October 31, 1994
- ----------------------------
Peter J. Repetti
s/ James M. Snowden, Jr. Director October 31, 1994
- ----------------------------
James M. Snowden, Jr.
II-7
<PAGE> 16
INDEX TO EXHIBITS
Exhibit
No. Description Page No.
- ------- ----------- --------
4.1 Pulitzer Publishing Company 1994 Stock Option Plan 16
5 Opinion of Fulbright & Jaworski L.L.P. 21
23(a) Consent of Deloitte & Touche LLP 22
23(b) Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5)
24 Power of Attorney (see signature page)
<PAGE> 1
EXHIBIT 4.1
PULITZER PUBLISHING COMPANY
1994 STOCK OPTION PLAN
1. Purpose. The purpose of the Pulitzer Publishing Company 1994 Stock
Option Plan (the "Plan") is to enable Pulitzer Publishing Company (the
"Company") and its stockholders to secure the benefit of the incentives inherent
in common stock ownership by (a) present and future officers and other key
employees and personnel of the Company and its subsidiaries, which, except as
otherwise specified herein, shall include any entity in which the Company has an
ownership interest, directly or indirectly, of at least 50% (a "Subsidiary"),
and (b) Non-Employee Directors (within the meaning of Section 6(a) hereof).
2. Stock Subject to the Plan. Subject to the provisions of Section 7(a)
hereof, the Company may issue and sell a total of 1,500,000 shares of its common
stock, $.01 par value (the "Common Stock"), pursuant to the Plan, of which no
more than 100,000 shall be issuable pursuant to Section 6 (relating to
nondiscretionary grants to Non-Employee Directors). Such shares may be either
authorized and unissued or held by the Company in its treasury. The maximum
option grant which may be made in any calendar year to any employee of the
Company or a Subsidiary shall not cover more than 150,000 shares. New options
may be granted under the Plan with respect to shares of Common Stock which are
covered by the unexercised portion of an option which terminates or expires by
its terms, by cancellation or otherwise.
3. Administration. The Plan will be administered by a committee (the
"Committee") consisting of at least two directors appointed by and serving at
the pleasure of the Board of Directors of the Company (the "Board"). Each member
of the Committee will be a "disinterested director" within the meaning and for
the purposes of Rule 16b-3 issued by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). Subject to
the provisions of the Plan, the Committee, acting in its sole and absolute
discretion, will have full power and authority to grant options under the Plan,
to interpret the provisions of the Plan, to fix and interpret the provisions of
option agreements made under the Plan, to supervise the administration of the
Plan, and to take such other action as may be necessary or desirable in order to
carry out the provisions of the Plan. A majority of the members of the Committee
will constitute a quorum. The Committee may act by the vote of a majority of its
members present at a meeting at which there is a quorum or by unanimous written
consent. The decision of the Committee as to any disputed question, including
questions of construction, interpretation and administration, will be final and
conclusive on all persons. The Committee will keep a record of its proceedings
and acts and will keep or cause to be kept such books and records as may be
necessary in connection with the proper administration of the Plan. The Company
shall indemnify and hold harmless each member of the Committee and any employee
or director of the Company or of a Subsidiary to whom any duty or power relating
to the administration or interpretation of the Plan is delegated from and
against any loss, cost, liability (including any sum paid in settlement of a
claim with the approval of the Board), damage and expense (including legal and
other expenses incident thereto) arising out of or incurred in connection with
the Plan, unless and except to the extent attributable to such person's fraud or
wilful misconduct. Notwithstanding anything to the contrary herein contained,
the Board shall be responsible for administering the provisions hereof in
connection with nondiscretionary options granted pursuant to Section 6 hereof
and all references herein to the Committee shall be deemed to refer to the Board
with respect to any such option grant.
4. Eligibility. Options may be granted under the Plan to present and future
officers and other key employees or other personnel of the Company or a
Subsidiary, except Michael E. Pulitzer. Options may be granted to Non-Employee
Directors only in accordance with Section 6 hereof. Subject to the provisions of
the Plan, the Committee may from time to time select the persons to whom options
will be granted, and will fix the number of shares covered by each such option
and establish the terms and conditions thereof (including, without limitation,
the exercise price, restrictions on the exercisability of the option and/or on
the disposition of the shares of Common Stock issued upon exercise thereof, and
whether or not the option is to be treated as an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (an
"Incentive Stock Option").
<PAGE> 2
5. Terms and Conditions of Options. Each option granted under the Plan will
be evidenced by a written agreement in a form approved by the Committee. Subject
to the provisions hereof, including, without limitation, the provisions of
Section 6, each such option will be subject to the terms and conditions set
forth in this paragraph and such additional terms and conditions not
inconsistent with the Plan as the Committee deems appropriate.
(a) Option Exercise Price. The exercise price per share may not be
less than the fair market value of a share of Common Stock on the date the
option is granted (110% in the case of an optionee who, at the time the
option is granted, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or of a
subsidiary of the Company within the meaning of Section 424(f) of the
Internal Revenue Code of 1986, as amended (a "ten percent shareholder")).
For purposes hereof, the fair market value of a share of Common Stock on
any date shall be equal to the closing price per share as published by a
national securities exchange on which shares of Common Stock are traded on
such date or, if there is no sale on such date, on the next preceding date
on which shares of Common Stock are traded.
(b) Option Period. The period during which an option may be exercised
will be fixed by the Committee and will not exceed ten years from the date
the option is granted (five years in the case of an Incentive Stock Option
granted to a "ten percent shareholder").
(c) Exercise of Options. No option will become exercisable unless the
person to whom the option is granted remains in the continuous employ or
service of the Company or a Subsidiary for at least six months (or for such
other period as the Committee may designate) from the date the option is
granted. The Committee will determine and will set forth in the option
agreement any vesting or other restrictions on the exercisability of the
option, subject to earlier termination of the option as may be required
hereunder, and any vesting or other restrictions on shares of Common Stock
acquired pursuant to the exercise of the option. An option may be exercised
by transmitting to the Company, in a manner prescribed or approved by the
Committee, (1) a written notice specifying the number of shares to be
purchased, and (2) payment of the exercise price in cash or by personal
check or by such other means or in such other manner of payment as the
Committee may permit, together with the amount, if any, deemed necessary by
the Company to enable the Company or a Subsidiary, as the case may be, to
satisfy its income tax withholding obligations with respect to such
exercise unless other arrangements acceptable to the Company are made with
respect to the satisfaction of such withholding obligations. Subject to the
provisions of applicable law, the Company may agree to retain and withhold
a number of shares of Common Stock sufficient to reimburse the Company for
all or part of its withholding tax obligation.
(d) Payment of Exercise Price. The purchase price of shares of Common
Stock acquired pursuant to the exercise of an option granted under the Plan
may be paid in cash and/or such other form of payment as may be permitted
under the option agreement, including, without limitation, previously-owned
shares of Common Stock and installment payments under the optionee's
promissory note.
(e) Rights as a Stockholder. No shares of Common Stock will be issued
in respect of the exercise of an option granted under the Plan until full
payment therefor has been made (and/or provided for if all or a portion of
the purchase price is being paid in installments). The holder of an option
will have no rights as a stockholder with respect to any shares covered by
an option until the date a stock certificate for such shares is issued to
him or her. Except as otherwise specifically provided herein, no
adjustments shall be made for dividends or distributions of other rights
for which the record date is prior to the date such stock certificate is
issued.
(f) Nontransferability of Options. No option shall be assignable or
transferrable except upon the optionee's death to a beneficiary designated
by the optionee in accordance with procedures established by the Committee
or, if no designated beneficiary shall survive the optionee, pursuant to
the optionee's will or by the laws of descent and distribution. During an
optionee's lifetime, options may be exercised only by the optionee or the
optionee's guardian or legal representative.
<PAGE> 3
(g) Termination of Employment or Other Service. If an optionee ceases
to be employed by or to perform services for the Company and any Subsidiary
for any reason other than death or disability (defined below), then, unless
extended by the Committee acting in its sole discretion, each outstanding
option granted to him or her under the Plan will terminate on the date
three months after the date of such termination of employment or service,
or, if earlier, the date specified in the option agreement. If an
optionee's employment or service is terminated by reason of the optionee's
death or disability (or if the optionee's employment or service is
terminated by reason of his or her disability and the optionee dies within
one year after such termination of employment or service), then each
outstanding option granted to the optionee under the Plan will terminate on
the date one year after the date of such termination of employment or
service (or one year after the later death of a disabled optionee) or, if
earlier, the date specified in the option agreement. For purposes hereof,
the term "disability" means the inability of an optionee to perform the
customary duties of his or her employment or other service for the Company
or a Subsidiary by reason of a physical or mental incapacity which is
expected to result in death or be of indefinite duration.
(h) Other Provisions. The Committee may impose such other conditions
with respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws,
as it may deem necessary or advisable. In the case of an Incentive Stock
Option, at the time the option is granted the aggregate fair market value
(determined at the time of grant) of the shares of Common Stock with
respect to which the Incentive Stock Option is exercisable for the first
time by the optionee during any calendar year may not exceed $100,000.
6. Grant of Options to Non-Employee Directors.
(a) Definition. For all purposes hereof, the term "Non-Employee
Director" means any member of the Board who is not also an employee of the
Company or a Subsidiary.
(b) Nondiscretionary Grants. An option to purchase 1,000 shares of
Common Stock will automatically be granted to each Non-Employee Director on
the date this Plan is adopted by the Board, subject, however, to the
approval of the Plan by the Company's stockholders at their next annual
meeting. In addition, on the day following the date of each annual meeting
of the Company's stockholders which is held subsequent to the annual
meeting at which this Plan is approved, an option to purchase 1,000 shares
of Common Stock will automatically be granted to each Non-Employee Director
who is then serving as a member of the Board. Notwithstanding the
foregoing, no option may be granted to a Non-Employee Director who, on the
date the option would otherwise be granted, beneficially owns (within the
meaning of Rule 13d-3 promulgated under the Securities Exchange Act of
1934, as amended) 1% or more of the Common Stock of the Company or of any
other class of capital stock of the Company.
(c) Terms and Conditions of Nondiscretionary Option
Grants. Notwithstanding anything to the contrary contained herein, in the
case of an option granted to a Non-Employee Director under this Section,
(1) the exercise price per share shall be equal to the fair market value of
a share of Common Stock on the date the option is granted; (2) unless
sooner terminated, the option will expire on the date ten years from the
date the option is granted; (3) unless amended pursuant to Section 8
hereof, the option will not be exercisable (and will thereupon expire) if
the optionee's service as a director ends for any reason other than death
or disability prior to the annual meeting of the Company's stockholders
next following the date as of which the option is granted; (4) the purchase
price of shares of Common Stock acquired pursuant to the exercise of the
option shall be payable in cash or by personal check or with
previously-owned shares of Common Stock, or a combination thereof; and (5)
unless sooner terminated hereunder, the option will continue to be
exercisable for three years following the date of the optionee's
termination of service as a member of the Board.
(d) General. It is intended that options granted under this Section
shall constitute nondiscretionary options granted under a "formula plan"
within the meaning and for the purposes of Rule 16b-3. The provisions of
the Plan and of any option agreement made in connection with options
granted under this Section of the Plan shall be interpreted and applied
accordingly.
<PAGE> 4
7. Capital Changes, Reorganization, Sale.
(a) Adjustments Upon Changes in Capitalization. The aggregate number
and class of shares for which options may be granted under the Plan, the
maximum number of shares for which options may be granted to any individual
in any calendar year, the number and class of shares covered by each
outstanding option and the exercise price per share shall all be adjusted
proportionately or as otherwise appropriate to reflect any increase or
decrease in the number of issued shares of Common Stock resulting from a
split-up or consolidation of shares or any like capital adjustment, or the
payment of any stock dividend, and/or to reflect a change in the character
or class of shares covered by the Plan arising from a readjustment or
recapitalization of the Company's capital stock.
(b) Cash, Stock or Other Property for Stock. Except as otherwise
provided in this Section 7(b), in the event of an Exchange Transaction (as
defined below), all optionees will be permitted to exercise their
outstanding options in whole or in part (whether or not otherwise
exercisable) immediately prior to such Exchange Transaction, and any
outstanding options which are not exercised before the Exchange Transaction
will thereupon terminate. Notwithstanding the preceding sentence, if, as
part of the Exchange Transaction, the stockholders of the Company receive
capital stock of another corporation ("Exchange Stock") in exchange for
their shares of Common Stock (whether or not such Exchange Stock is the
sole consideration), and if the Board, in its sole discretion, so directs,
then all outstanding options will be converted into options to purchase
shares of Exchange Stock. The amount and price of converted options will be
determined by adjusting the amount and price of the options granted
hereunder on the same basis as the determination of the number of shares of
Exchange Stock the holders of Common Stock will receive in the Exchange
Transaction and, unless the Board determines otherwise, the vesting
conditions with respect to the converted options will be substantially the
same as the vesting conditions set forth in the original option agreement.
(c) Definition of Exchange Transaction. For purposes hereof, the term
"Exchange Transaction" means a merger (other than a merger of the Company
in which the holders of Common Stock immediately prior to the merger have
the same proportionate ownership of Common Stock in the surviving
corporation immediately after the merger), consolidation, acquisition of
property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company), liquidation of the
Company or any other similar transaction or event so designated by the
Board in its sole discretion, as a result of which the stockholders of the
Company receive cash, stock or other property in exchange for or in
connection with their shares of Common Stock.
(d) Fractional Shares. In the event of any adjustment in the number of
shares covered by any option pursuant to the provisions hereof, any
fractional shares resulting from such adjustment will be disregarded, and
each such option will cover only the number of full shares resulting from
the adjustment.
(e) Determination of Board to be Final. All adjustments under this
Section shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive.
8. Amendment and Termination. The Board may amend or terminate the Plan,
provided, however, that no such action may affect adversely any outstanding
option without the written consent of the optionee. Except as otherwise provided
in Section 7, any amendment which would increase the aggregate number of shares
of Common Stock as to which options may be granted under the Plan, increase the
number of shares with respect to which options may be granted to any individual
in any calendar year, materially increase the benefits under the Plan, or modify
the class of persons eligible to receive options under the Plan shall be subject
to the approval of the Company's stockholders. The Committee may amend the terms
of any stock option agreement made hereunder at any time and from time to time
(e.g., to accelerate vesting upon a change of control), provided, however, that
any amendment which would adversely affect the rights of the optionee may not be
made without the optionee's prior written consent. Notwithstanding anything to
the contrary contained herein or in any option agreement made hereunder, the
provisions of Section 6 of the Plan and any other provision of the Plan or of an
option agreement relating to the timing of nondiscretionary option grants to
Non-Employee Directors, the amount of shares covered by any such option grant
and the exercise price
<PAGE> 5
thereunder may not be amended more than once in every six months, and no
amendment may be made to the Plan or an option agreement if, as a result of such
amendment, the provisions of the Plan relating to nondiscretionary option grants
to Non-Employee Directors would no longer qualify as a "formula plan" under Rule
16b-3.
9. No Rights Conferred. Nothing contained herein will be deemed to give any
individual any right to receive an option under the Plan or to be retained in
the employ or service of the Company or any Subsidiary.
10. Governing Law. The Plan and each option agreement shall be governed by
the laws of the State of Delaware.
11. Decisions and Determinations of Committee to be Final. Any decision or
determination made by the Board pursuant to the provisions hereof and, except to
the extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.
12. Term of the Plan. The Plan shall be effective as of the date on which
it is adopted by the Board, subject to the approval of the stockholders of the
Company within one year from the date of adoption by the Board. The Plan will
terminate on the date ten years after the date of adoption, unless sooner
terminated by the Board. The rights of optionees under options outstanding at
the time of the termination of the Plan shall not be affected solely by reason
of the termination of the Plan and shall continue in accordance with the terms
of the option (as then in effect or thereafter amended) and the Plan.
<PAGE> 1
EXHIBIT 5
[FULBRIGHT & JAWORSKI LETTERHEAD]
October 28, 1994
Pulitzer Publishing Company
900 North Tucker Boulevard
St. Louis, Missouri 63101
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Pulitzer
Publishing Company (the "Company"), relating to 1,500,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), to be issued
under the Company's 1994 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate
records, other documents, and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion and, upon the basis
of such examination, advise you that in our opinion, all necessary corporate
proceedings by the Company have been duly taken to authorize the issuance of
the Shares pursuant to the Plan and that the Shares being registered pursuant
to the Registration Statement, when issued under the Plan in accordance with
the terms of the Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as a part of the
Registration Statement and to the reference to our name under the heading
"Legal Matters" set forth in the Registration Statement. This consent is not
be construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the Act.
Very truly yours,
FULBRIGHT & JAWORSKI L.L.P.
<PAGE> 1
EXHIBIT 23(A)
INDEPENDENT AUDITORS' CONSENT
To Pulitzer Publishing Company:
We consent to the incorporation by reference in this Registration
Statement of Pultizer Publishing Company on Form S-8 of the reports of
Deloitte & Touche dated February 3, 1994, appearing in the Annual Report on
Form 10-K of Pulitzer Publishing Company for the year ended December 31, 1993
and to the reference to Deloitte & Touche LLP under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Saint Louis, Missouri
October 31, 1994
