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FORM S-8/S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
The Providence Journal Company
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(Exact name of registrant as specified in its charter)
Delaware 05-0481966
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
75 Fountain Street, Providence, RI 02902
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(Address of Principal Executive Offices) (Zip Code)
The Providence Journal Company
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1994 Employee Stock Option Plan and
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1994 Non-Employee Director Stock Option Plan
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(Full title of the plans)
John L. Hammond, Esq.
Vice President-General Counsel and Chief Administrative Officer
The Providence Journal Company, 75 Fountain Street,
Providence, RI 02902
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(Name and address of agent for service)
(401) 277-7031
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(Telephone number, including area code, of agent for service)
with a copy to:
Laura N. Wilkinson, Esq., Edwards & Angell
2700 Hospital Trust Tower, Providence, RI 02903
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered share price (1)(2) fee (1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock, 3,838,500 shares (2)(3) (1) $24,255,992 $8,815
$1.00 par
value (3)
- -------------------------------------------------------------------------------
<FN>
(1) $4,312 of the registration fee paid herewith relates to 1,971,000 new
shares of Class A Common Stock being registered hereunder. The remaining
number of shares of Class A Common Stock included in this registration
statement (1,867,500 shares at a proposed maximum aggregate offering price
of $11,751,092) relate to Registration Statement No. 33-63883 (see below)
for which a registration fee of $4,053 was paid at time of filing.
(2) Computed pursuant to Rule 457(h)(1), based upon the book value of the
new Class A Common Stock registered hereunder underlying options not
granted (1,971,000 shares of Class A Common Stock times $6.34, the book
value of the Class A Common Stock as of the latest practicable date).
(3) On June 18, 1996, the Company effected a 450-for-1 stock split on all
of its outstanding shares of Class A Common Stock and all shares of Class
A Common Stock previously registered under Registration Statement No.
33-63883 (the "Stock Split"). All amounts referenced herein give effect
to the Stock Split. The Class A Common Stock registered hereunder includes
the associated Class A Rights.
</TABLE>
--------------------------------
Pursuant to Rule 429 of the rules and regulations of the Securities and
Exchange Commission under the Securities Act of 1933, as amended, this
Registration Statement also relates to 1,867,500 shares of Class A Common Stock
(after giving effect to the Stock Split) previously registered under
Registration Statement No. 33-63883, and this constitutes Post-Effective
Amendment No. 1 to such Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Registrant are incorporated in this Registration
Statement by reference:
1. The Corporation's Prospectus dated June 24, 1996 filed with the
Commission on June 25, 1996 under Rule 424(b) of the Securities Exchange Act
of 1934, as amended.
2. The Corporation's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, as amended by a Form 10-Q/A dated June 11, 1996.
3. The Corporation's Current Report on Form 8-K dated May 8, 1996.
4. The description of the Class A Common Stock contained in the
Corporation's Registration Statement on Form 8-A dated September 29, 1995 and
any amendment or report filed for the purpose of updating such description.
5. The description of the Class A Rights contained in the
Corporation's Registration Statement on Form 8-A dated May 8, 1996 and any
amendment or report filed for the purpose of updating such description.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a)(8) of
Regulation S-K.
All documents filed with the Commission by the Registrant pursuant to
Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
are incorporated herein by reference and such documents shall be deemed to be a
part hereof from the date of filing of such documents. Any statement contained
in this Registration Statement or 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 or is
deemed to be 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.
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Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock offered hereby has been passed upon for
the Registrant by Edwards & Angell, One Hospital Trust Plaza, Providence, Rhode
Island 02903. Partners and of counsel attorneys of Edwards & Angell own 49,950
shares of the Registrant. Benjamin P. Harris, III, a Director of the Registrant,
is a senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600
shares of the Class A Common Stock and the Class B Common Stock, respectively.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("DGCL") provides, in
effect, that any person made a party to any action by reason of the fact that he
is or was a Director, officer, employee or agent of Registrant may and, in
certain cases, must be indemnified by Registrant against, in the case of a
non-derivative action, judgments, fines, amounts paid in settlement and
reasonable expenses (including attorney's fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorney's fees), if in either type of action he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
Registrant. This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the Director, officer, employee or agent
is liable to Registrant, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Article VIII of the Registrant's By-Laws in effect provides that Registrant
shall indemnify each person who is or was an officer or Director of Registrant
to the fullest extent permitted by Section 145 of the DGCL.
Section 10 of the Registrant's Certificate of Incorporation provides that
no Director of Registrant shall be personally liable to Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a Director,
except (i) for any breach of the duty of loyalty to Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involved
intentional misconduct or knowing violations of law, (iii) for any transaction
from which the Director derived an improper personal benefit and (iv) for
liability under Section 174 of the DGCL relating to certain unlawful dividends
and stock repurchases.
Item 7. Exemption From Registration Claimed
Not applicable
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Item 8. Exhibits.
4 - Restated Articles of Incorporation, as amended, and By-laws of the
Registrant (incorporated by reference to Exhibits 3.1 and 3.2 of the
Registrant's Amendment No. 1 to Registration Statement on Form S-1
dated May 31, 1996)
5 - Opinion of Edwards & Angell re: legality
23(a)- Consent of KPMG Peat Marwick LLP
23(b)- Independent Auditors' Consent - Deloitte & Touche LLP
23(c)- Consent of Edwards & Angell (included in Exhibit 5)
24- Powers of Attorney (included on signature pages to this Registration
Statement)
Item 9. Undertakings.
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 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;
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 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.
The undersigned Registrant hereby further 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 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.
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 Commission such indemnification is
against public policy as expressed in the Act and is,
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therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by 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 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.
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SIGNATURES AND AMENDMENTS
Each person whose signature appears below hereby constitutes and appoints
the Chairman of the Board and Chief Executive Officer, the Vice
President-General Counsel & Chief Administrative Officer and the Vice
President-Finance and Chief Financial Officer of the Registrant, or any one of
them, acting alone, as his true and lawful attorney-in-fact, with full power and
authority to execute in the name, place and stead of each such person in any and
all capacities and to file, an amendment or amendments to the Registration
Statement (and all exhibits thereto) and any documents relating thereto, which
amendments may make such changes in the Registration Statement as said officer
or officers so acting deem(s) advisable.
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
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 Providence, State of Rhode Island, on June 25, 1996.
THE PROVIDENCE JOURNAL COMPANY
By: /s/ Stephen Hamblett
---------------------------------
Stephen Hamblett
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 25, 1996.
Signatures Title
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/s/ Stephen Hamblett Director; Chairman of
- -------------------- the Board and Chief
Stephen Hamblett Executive Officer
(principal executive
officer)
(Signatures continued on next page)
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/s/ Thomas N. Matlack
___________________________ Vice President-Finance and Chief
Thomas N. Matlack Financial Officer (principal accounting
and financial officer)
/s/ F. Remington Ballou
___________________________ Director
F. Remington Ballou
/s/ Henry P. Becton, Jr.
___________________________ Director
Henry P. Becton, Jr.
/s/ Fanchon M. Burnham
___________________________ Director
Fanchon M. Burnham
/s/ Kay K. Clarke
___________________________ Director
Kay K. Clarke
/s/ Peter B. Freeman
___________________________ Director
Peter B. Freeman
/s/ Benjamin P. Harris, III
___________________________ Director
Benjamin P. Harris, III
/s/ Paul A. Maeder
___________________________ Director
Paul A. Maeder
___________________________ Director
Trygve E. Myhren
/s/ John W. Rosenblum
___________________________ Director
John W. Rosenblum
(Signatures continued on next page)
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/s/ W. Nicholas Thorndike
_________________________ Director
W. Nicholas Thorndike
/s/ John W.Wall
_________________________ Director
John W. Wall
/s/ Patrick R. Wilmerding
_________________________ Director
Patrick R. Wilmerding
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EXHIBIT 5
June 25, 1996
The Providence Journal Company
75 Fountain Street
Providence, RI 02902
Re: 1994 Employee and Non-Employee Director Stock Option Plans
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by The Providence Journal Company (the "Company") with
the Securities and Exchange Commission on the date hereof in connection with
the registration under the Securities Act of 1933, as amended, of 1,971,000
additional shares of the Company's Class A Common Stock, $1.00 par value (the
"Common Stock"), to be issued pursuant to stock options under the Company's
1994 Employee Stock Option Plan and the Company's 1994 Non-Employee Director
Stock Option Plan (the "Plans").
We have served as counsel for the Company and, as such, have assisted in the
organization thereof under the laws of the State of Delaware and are familiar
with all corporate proceedings since its organization. We have examined the
following documents and records:
1. The Certificate of Incorporation of the Company, as amended;
2. The By-laws of the Company, as amended;
3. The Plans;
4. All corporate minutes and proceedings of the Company relating to the
Plans and the issuance of the Common Stock being registered under the
Registration Statement; and
5. The specimen certificate of the Common Stock.
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The Providence Journal Company
June 25, 1996
Page Two
We have also examined such further documents, records and proceedings as we
have deemed pertinent in connection with the issuance of said Common Stock. In
our examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the completeness and authenticity of all documents
submitted to us as originals, and the conformity to the originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
validity of all laws and regulations.
We are qualified to practice law in the State of Rhode Island and we do not
purport to express any opinion herein concerning any law other than the laws of
the State of Rhode Island, the federal law of the United States and the General
Corporation Law of the State of Delaware.
Based upon such examination, it is our opinion that the Common Stock being
registered by the Registration Statement, when issued and paid for as
contemplated by the Plans, assuming due execution of the certificates therefor,
will be legally issued, fully paid and non-assessable.
Partners and of counsel attorneys of Edwards & Angell own 49,950 shares of
the Registrant. Benjamin P. Harris, III, a Director of the Registrant, is a
senior partner of Edwards & Angell and beneficially owns 21,150 and 21,600
shares of the Class A Common Stock and the Class B Common Stock, respectively.
We hereby consent to the use of our name in and the use of this opinion in
connection with the Registration Statement and all amendments thereto.
Very truly yours,
EDWARDS & ANGELL
By: /s/ Laura N. Wilkinson
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Laura N. Wilkinson
Partner
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EXHIBIT 23(a)
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Shareholders of
The Providence Journal Company:
We consent to the incorporation by reference herein of our report dated
February 16, 1996, except for notes 2, 13 and 17 which are dated March 4, 1996,
February 27, 1996 and June 18, 1996, respectively and to the reference to our
firm under the heading "Experts" in the prospectus dated June 24, 1996. This
report contains an explanatory paragraph that states that the Company completed
the Merger and related transactions with Continental Cablevision, Inc. and the
Kelso Buyout on October 5, 1995 which resulted in the disposal of the Company's
cable operations, and the acquisition of the Company's joint venture partner's
interest in King Holding Corp.
/s/ KPMG Peat Marwick LLP
Providence, Rhode Island
June 24, 1996
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EXHIBIT 23(b)
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INDEPENDENT AUDITORS CONSENT
King Holding Corp.:
We consent to the use in this Registration Statement of The Providence
Journal Company on Form S-8 of our report dated February 10, 1995 relating to
the consolidated financial statements of King Holding Corp. for the two years
ended December 31, 1994, appearing in the Prospectus dated June 24, 1996 of the
Company relating to Registration Statement (File No. 333-02703) incorporated by
reference into this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 24, 1996
