As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MCCLATCHY NEWSPAPERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-0666175
------------------------------ ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2100 "Q" Street
Sacramento, California 95816
------------------------------ ------------------------------
(Address of Principal (Zip Code)
Executive Offices)
MCCLATCHY NEWSPAPERS, INC. 1997 STOCK OPTION PLAN
(Full title of the plan)
COPY TO:
KAROLE MORGAN-PRAGER KATHARINE A. MARTIN
2100 "Q" Street Pillsbury Madison & Sutro LLP
P.O. Box 15779 2550 Hanover Street
Sacramento, CA 95852 Palo Alto, CA 94305
(916) 321-1000 (650) 233-4500
------------------------------- ------------------------------
(Name, address and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share(1) Offering Price(1) Fee(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 750,000 $27.5625 $20,671,875 $6,098.21
par value $.01
- ---------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low sales prices of the Class A
Common Stock on the New York Stock Exchange.
(2) The Registration fee has been calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended.
</TABLE>
----------------------------------
The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933, as amended.
- --------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
- ------- ----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
- ------- -----------------------------------------------------------
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act") and Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
- ------- -----------------------------------------------
The following documents filed by Registrant with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:
(a) Registrant's Form 10-K for the year ended December 31, 1996.
(b) Registrant's Forms 10-Q for the quarters ended March 31, 1997, June
30, 1997 and September 30, 1997.
(c) Registrant's Form 8-K filed November 18, 1997.
(d) The description of Registrant's Common Stock contained in
Registrant's registration statement on Form 8-A dated November 28, 1988, as
amended on December 9, 1988.
Item 4. Description of Securities.
- ------- -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------- --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------- -----------------------------------------
Section 145 of the Delaware General Corporation Laws permits
Registrant's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her
-2-
<PAGE>
in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being or
having been a director, officer, employee or agent of Registrant, in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933, as amended (the "Act":). The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.
Registrant's Restated Certificate of Incorporation provides for
indemnification of its directors, officers, employees and other agents to the
fullest extent permitted by law.
As permitted by sections 102 and 145 of the Delaware General
Corporation Laws, Registrant's Restated Certificate of Incorporation eliminates
a director's personal liability for monetary damages to Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty of loyalty to Registrant or its stockholders, for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
or from any transaction for which the director derived an improper personal
benefit.
In addition, Registrant maintains officers' and directors' insurance
covering certain liabilities that may be incurred by officers and directors in
the performance of their duties.
Item 7. Exemption from Registration Claimed.
- ------- -----------------------------------
Not applicable.
Item 8. Exhibits.
- ------- --------
See Index to Exhibits to this Form S-8, which is incorporated herein by
reference.
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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or
the most recent effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
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<PAGE>
(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 (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") 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 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 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.
(c) 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 and is, 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
Securities Act and will be governed by the final adjudication of such issue.
-4-
<PAGE>
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 Sacramento, State of California, on December 10,
1997.
McCLATCHY NEWSPAPERS, INC.
By /s/ GARY B. PRUITT
----------------------------------------
Gary B. Pruitt
President and Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary B. Pruitt and Karole Morgan-Prager,
and each of them his or her true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this registration statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or his or her
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ GARY B. PRUITT President, Chief Executive Officer December 10, 1997
- --------------------------------- and Director (Principal Executive
Gary B. Pruitt Officer)
/s/ JAMES B. SMITH Vice President-Finance, Treasurer December 10, 1997
- --------------------------------- and Director (Principal Financial
James B. Smith Officer)
<PAGE>
/s/ ROBERT W. BERGER Controller (Principal Accounting December 10, 1997
- --------------------------------- Officer)
Robert W. Berger
/s/ WILLIAM K. COBLENTZ Director December 16, 1997
- ---------------------------------
William K. Coblentz
/s/ MOLLY MALONEY EVANGELISTI Director December 10, 1997
- ---------------------------------
Molly Maloney Evangelisti
/s/ JOAN F. LANE Director December 10, 1997
- ---------------------------------
Joan F. Lane
/s/ R. LARRY JINKS Director December 10, 1997
- ---------------------------------
R. Larry Jinks
/s/ BETTY LOU MALONEY Director December 10, 1997
- ---------------------------------
Betty Lou Maloney
/s/ JAMES B. McCLATCHY Director December 10, 1997
- ---------------------------------
James B. McClatchy
/s/ WILLIAM ELLERY McCLATCHY Director December 10, 1997
- ---------------------------------
William Ellery McClatchy
/s/ ERWIN POTTS Chairman of the Board and December 10, 1997
- --------------------------------- Director
Erwin Potts
/s/ S. DONLEY RITCHEY, Jr. Director December 10, 1997
- ---------------------------------
S. Donley Ritchey, Jr.
/s/ WILLIAM M. ROTH Director December 10, 1997
- ---------------------------------
William M. Roth
<PAGE>
/s/ FREDERICK R. RUIZ Director December 10, 1997
- ---------------------------------
Frederick R. Ruiz
/s/ GARY B. PRUITT
By ------------------------------
(Attorney-in-Fact)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Exhibit
- ------- -------
4.1 Registrant's Restated Certificate of Incorporation, incorporated
by reference to Exhibit 3.1 to the Registrant's Form 10-K for the
year ended December 31, 1988.
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant incorporated by reference to
Exhibit 3.1 to the Registrant's Form 10-Q for the quarter ended
June 30, 1997.
4.3 Registrant's Amended and Restated By-laws, incorporated by
reference to Exhibit 3.2 to the Registrant's Form 10-Q for the
quarter ended June 30, 1997.
4.4 1997 Stock Option Plan, filed herewith
5.1 Opinion of Pillsbury Madison & Sutro LLP, filed herewith
23.1 Consent of Deloitte & Touche LLP, filed herewith
23.2 Consent of Pillsbury Madison & Sutro LLP, included in Exhibit
5.1.
24.1 Power of Attorney, included on page 5
MCCLATCHY NEWSPAPERS, INC.
1997 STOCK OPTION PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
SECTION 1. PURPOSE.....................................................1
SECTION 2. DEFINITIONS.................................................1
(a) "BOARD OF DIRECTORS"........................................1
(b) "CODE"......................................................1
(c) "COMMITTEE".................................................1
(d) "COMPANY"...................................................1
(e) "EMPLOYEE"..................................................1
(f) "EXERCISE PRICE"............................................1
(g) "FAIR MARKET VALUE".........................................2
(h) "NONSTATUTORY OPTION".......................................2
(i) "OPTION"....................................................2
(j) "OPTIONEE"..................................................2
(k) "PLAN"......................................................2
(l) "SERVICE"...................................................2
(m) "SHARE".....................................................2
(n) "STOCK".....................................................2
(o) "STOCK OPTION AGREEMENT"....................................2
(p) "SUBSIDIARY"................................................2
SECTION 3. ADMINISTRATION..............................................3
(a) COMMITTEE MEMBERSHIP........................................3
(b) COMMITTEE PROCEDURES........................................3
(c) COMMITTEE RESPONSIBILITIES..................................3
SECTION 4. ELIGIBILITY.................................................4
SECTION 5. STOCK SUBJECT TO PLAN.......................................5
(a) BASIC LIMITATION............................................5
(b) ADDITIONAL SHARES...........................................5
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.............................5
(a) STOCK OPTION AGREEMENT......................................5
(b) NUMBER OF SHARES............................................5
(c) EXERCISE PRICE..............................................5
(d) WITHHOLDING TAXES...........................................6
(e) EXERCISABILITY AND TERM.....................................6
(f) NONTRANSFERABILITY..........................................6
(g) EXERCISE OF OPTIONS ON TERMINATION OF SERVICE...............6
(h) NO RIGHTS AS A SHAREHOLDER..................................7
(i) MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS...........7
(j) RESTRICTIONS ON TRANSFER OF SHARES..........................7
-i-
<PAGE>
Page
----
SECTION 7. PAYMENT FOR SHARES..........................................7
(a) GENERAL RULE................................................7
(b) SURRENDER OF STOCK..........................................7
(c) CASHLESS EXERCISE...........................................8
SECTION 8. ADJUSTMENT OF SHARES........................................8
(a) GENERAL.....................................................8
(b) REORGANIZATIONS.............................................8
(c) RESERVATION OF RIGHTS.......................................8
SECTION 9. LEGAL REQUIREMENTS..........................................9
SECTION 10. NO EMPLOYMENT RIGHTS........................................9
SECTION 11. DURATION AND AMENDMENTS.....................................9
(a) TERM OF THE PLAN............................................9
(b) RIGHT TO AMEND OR TERMINATE THE PLAN........................9
(c) EFFECT OF AMENDMENT OR TERMINATION.........................10
SECTION 12. EXECUTION..................................................10
-ii-
<PAGE>
MCCLATCHY NEWSPAPERS, INC.
1997 STOCK OPTION PLAN
SECTION 1. PURPOSE.
- -------------------
The purpose of the Plan is to offer selected employees an opportunity to
acquire a proprietary interest in the success of the Company, or to increase
such interest, to encourage such selected persons to remain in the employ of the
Company and to attract new employees with outstanding qualifications by
purchasing Shares of the Company's Class A Common Stock. The Plan provides for
the grant of Options to purchase Shares. Options granted under the Plan are
Nonstatutory Options. The Plan was adopted effective as of December 10, 1997.
SECTION 2. DEFINITIONS.
- -----------------------
(a) "BOARD OF DIRECTORS" shall mean the Board of Directors of the
------------------
Company, as constituted from time to time.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
----
(c) "COMMITTEE" shall mean the committee appointed by the Board of
---------
Directors pursuant to Section 3(a).
(d) "COMPANY" shall mean McClatchy Newspapers, Inc., a Delaware
-------
corporation.
(e) "EMPLOYEE" shall mean any individual who is a common-law employee of
--------
the Company or of a Subsidiary, including officers and directors of the Company
who are also employees.
(f) "EXERCISE PRICE" shall mean the amount for which one Share may be
--------------
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.
-1-
<PAGE>
(g) "FAIR MARKET VALUE" shall mean the fair market value of a Share as
-----------------
determined by Committee in good faith as follows:
(i) If the Share was trade on a stock exchange on the date in
question, then the Fair Market Value shall be equal to the closing price
reported by the applicable composite transactions report for such date;
and
(ii) If the foregoing provision is not applicable, then the Fair
Market Value shall be determined by the Committee on such basis as it
deems appropriate.
(h) "NONSTATUTORY OPTION" shall mean an employee stock option that is
-------------------
not qualified under section 422 of the Code.
(i) "OPTION" shall mean Nonstatutory Option granted under the Plan and
------
entitling the holder to purchase Shares.
(j) "OPTIONEE" shall mean an individual who holds an Option.
--------
(k) "PLAN" shall mean this McClatchy Newspapers, Inc. 1997 Stock Option
----
Plan.
(l) "SERVICE" shall mean service as an Employee. For purposes of this
-------
Plan, "Service shall continue if an Employee becomes a consultant to the Company
or a Subsidiary.
(m) "SHARE" shall mean one share of Stock, as adjusted in accordance
-----
with Section 8 (if applicable).
(n) "STOCK" shall mean the Class A Common Stock of the Company, and such
-----
other stock as may be substituted therefor in accordance with the adjustment
provisions of the Plan.
(o) "STOCK OPTION AGREEMENT" shall mean the agreement between the
----------------------
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to his or her Option.
(p) "SUBSIDIARY" shall mean any corporation, of which the Company and/or
----------
one or more other Subsidiaries own not less than 50 percent of the total
combined voting power of all classes of outstanding stock of such corporation. A
corporation that attains the status of a Subsidiary on
-2-
<PAGE>
a date after the adoption of the Plan shall be considered a Subsidiary
commencing as of such date.
SECTION 3. ADMINISTRATION.
- --------------------------
(a) COMMITTEE MEMBERSHIP. The Plan shall be administered by the
--------------------
Committee which shall consist of not less than two directors appointed by the
Board of Directors each of whom shall satisfy the requirements of Rule 16b-3, as
amended of the Securities Exchange Act of 1933.
(b) COMMITTEE PROCEDURES. The Board of Directors shall designate one of
--------------------
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.
(c) COMMITTEE RESPONSIBILITIES. Subject to the provisions of the Plan,
--------------------------
the Committee shall have full authority and discretion to take the following
actions:
(i) To interpret the Plan and to apply its provisions;
(ii) To adopt, amend or rescind rules, procedures and forms
relating to the Plan;
(iii) To authorize any person to execute, on behalf of the
Company, any instrument required to carry out the purposes of the Plan;
(iv) To determine when Options are to be granted under the Plan;
(v) To select the Optionees;
(vi) To determine the number of Shares to be made subject to
each Option;
-3-
<PAGE>
(vii) To prescribe the terms and conditions of each Option,
including (without limitation) the Exercise Price and to specify the
provisions of the Stock Option Agreement relating to such Option;
(viii) To amend or terminate any outstanding Stock Option
Agreement;
(ix) To determine the disposition of an Option in the event of an
Optionee's divorce or dissolution of marriage;
(x) To correct any defect, supply any omission, or reconcile any
inconsistency in the Plan and any Option;
(xi) To prescribe the consideration for the grant of each Option
under the Plan and to determine the sufficiency of such consideration;
and
(xii) To take any other actions deemed necessary or advisable for
the administration of the Plan.
Subject to the requirements of applicable law, the Committee may designate
persons other than members of the Committee to carry out its responsibilities
and may prescribe such conditions and limitations as it may deem appropriate,
except that the Committee may not delegate its authority with regard to the
selection for participation of or the granting of Options or other rights under
the Plan to persons subject to Section 16 of the Exchange Act. All decisions,
interpretations and other actions of the Committee shall be final and binding on
all Offerees, all Optionees, and all persons deriving their rights from an
Optionee. No member of the Committee shall be liable for any action that he has
taken or has failed to take in good faith with respect to the Plan, any Option,
or any right to acquire Shares under the Plan.
SECTION 4. ELIGIBILITY.
- -----------------------
Only Employees shall be eligible for designation as Optionees by the
Committee.
-4-
<PAGE>
SECTION 5. STOCK SUBJECT TO PLAN.
- ---------------------------------
(a) BASIC LIMITATION. Shares offered under the Plan shall be authorized
----------------
but unissued Shares. The aggregate number of Shares which may be issued under
the Plan (upon exercise of Options) shall not exceed 750,000 Shares, subject to
adjustment pursuant to Section 8. The number of Shares which are subject to
Options outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan. The Company,
during the term of the Plan, shall at all times reserve and keep available
sufficient Shares to satisfy the requirements of the Plan.
(b) ADDITIONAL SHARES. In the event that any outstanding Option for any
-----------------
reason expires or is canceled or otherwise terminated, the Shares allocable to
the unexercised portion of such Option shall again be available for the purposes
of the Plan.
SECTION 6. TERMS AND CONDITIONS OF OPTIONS.
- -------------------------------------------
(a) STOCK OPTION AGREEMENT. Each grant of an Option under the Plan shall
----------------------
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.
(b) NUMBER OF SHARES. Each Stock Option Agreement shall specify the
----------------
number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8.
(c) EXERCISE PRICE. Each Stock Option Agreement shall specify the
--------------
Exercise Price which shall be determined by the Committee in its sole
discretion. The Exercise Price may be
-5-
<PAGE>
less than the Fair Market Value of a Share. The Exercise Price shall be payable
in a form described in Section 7.
(d) WITHHOLDING TAXES. As a condition to the exercise of an Option, the
-----------------
Optionee shall make such arrangements as the Committee may require for the
satisfaction of any federal, state, local or foreign withholding tax obligations
that may arise in connection with such exercise. The Optionee shall also make
such arrangements as the Committee may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.
(e) EXERCISABILITY AND TERM. Each Stock Option Agreement shall specify
-----------------------
the date when all or any installment of the Option is to become exercisable. The
Stock Option Agreement shall also specify the term of the Option. The Committee
in its sole discretion shall determine when all or any part of an Option is to
become exercisable and when such Option is to expire.
(f) NONTRANSFERABILITY. Except as provided in the applicable Stock
------------------
Option Agreement, no Option shall be transferable by the Optionee other than by
will or by the laws of descent and distribution. An Option may be exercised
during the lifetime of the Optionee only by him or by his guardian or legal
representative. No Option or interest therein may be transferred, assigned,
pledged or hypothecated by the Optionee during his lifetime, whether by
operation of law or otherwise, or be made subject to execution, attachment or
similar process.
(g) EXERCISE OF OPTIONS ON TERMINATION OF SERVICE. Each Option shall set
---------------------------------------------
forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee's Service with the Company and its
Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of employment.
-6-
<PAGE>
(h) NO RIGHTS AS A SHAREHOLDER. An Optionee, or a transferee of an
--------------------------
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.
(i) MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the
-------------------------------------------------
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price or for other consideration.
(j) RESTRICTIONS ON TRANSFER OF SHARES. Any Shares issued upon exercise
----------------------------------
of an Option shall be subject to such rights of repurchase, rights of first
refusal and other transfer restrictions as the Committee may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.
SECTION 7. PAYMENT FOR SHARES.
- ------------------------------
(a) GENERAL RULE. The entire Exercise Price of Shares issued under the
------------
Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided in Subsections (b) and
(c) below.
(b) SURRENDER OF STOCK. To the extent that a Stock Option Agreement so
------------------
provides, payment may be made all or in part with Shares which have already been
owned by the Optionee or the Optionee's representative for any time period
specified by the Committee and which are surrendered to the Company in good form
for transfer. Such Shares shall be valued at their Fair Market Value on the date
when the new Shares are purchased under the Plan.
-7-
<PAGE>
(c) CASHLESS EXERCISE. To the extent that a Stock Option Agreement so
-----------------
provides, payment may be made all or in part by delivery (on a form prescribed
by the Committee) of an irrevocable direction to a securities broker to sell
Shares and to deliver all or part of the sale proceeds to the Company in payment
of the aggregate Exercise Price.
SECTION 8. ADJUSTMENT OF SHARES.
- --------------------------------
(a) GENERAL. In the event of a subdivision of the outstanding Stock, a
-------
declaration of a dividend payable in Shares, a declaration of a dividend payable
in a form other than Shares in an amount that has a material effect on the value
of Shares, a combination or consolidation of the outstanding Stock into a lesser
number of Shares, a recapitalization, a reclassification or a similar
occurrence, the Committee shall make appropriate adjustments in one or more of
(i) the number of Shares available for future grants under Section 5, (ii) the
number of Shares covered by each outstanding Option or (iii) the Exercise Price
under each outstanding Option.
(b) REORGANIZATIONS. In the event that the Company is a party to a
---------------
merger or reorganization, outstanding Options shall be subject to the agreement
of merger or reorganization.
(c) RESERVATION OF RIGHTS. Except as provided in this Section 8, an
---------------------
Optionee shall have no rights by reason of (i) any subdivision or consolidation
of shares of stock of any class, (ii) the payment of any dividend or (iii) any
other increase or decrease in the number of shares of stock of any class. Any
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or Exercise Price of Shares
subject to an Option. The grant of an Option pursuant to the Plan shall not
affect in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its
-8-
<PAGE>
capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.
SECTION 9. LEGAL REQUIREMENTS.
- ------------------------------
Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares complies with (or is exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange on which the
Company's securities may then be listed.
SECTION 10. NO EMPLOYMENT RIGHTS.
- ---------------------------------
No provision of the Plan, nor any Option granted under the Plan, shall
be construed to give any person any right to become, to be treated as, or to
remain an Employee. The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason.
SECTION 11. DURATION AND AMENDMENTS.
- ------------------------------------
(a) TERM OF THE PLAN. The Plan, as set forth herein, shall become
----------------
effective on the date of its adoption by the Board of Directors. The Plan shall
terminate automatically ten (10) years after its initial effective date of the
Plan, and may be terminated on any earlier date pursuant to Subsection (b)
below.
(b) RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors may
------------------------------------
amend, suspend or terminate the Plan at any time and from time to time. Rights
and obligations under any Option granted before amendment of the Plan shall not
be materially altered, or impaired
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<PAGE>
adversely, by such amendment, except with consent of the person to whom the
Option was granted. An amendment of the Plan shall be subject to the approval of
the Company's stockholders only to the extent required by applicable laws,
regulations or rules.
(c) EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued or
----------------------------------
sold under the Plan after the termination thereof, except upon exercise of an
Option granted prior to such termination. The termination of the Plan, or any
amendment thereof, shall not affect any Option previously granted under the
Plan.
SECTION 12. EXECUTION.
- ----------------------
To record the adoption of the Plan by the Board of Directors, the
Company has caused its authorized officer to execute the same as of 11th day of
December, 1997.
McCLATCHY NEWSPAPERS, INC.
By /s/ KAROLE MORGAN-PRAGER
---------------------------------------
As Its SECRETARY
-----------------------------------
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EXHIBIT 5.1
[PILLSBURY MADISON & SUTRO LLP]
December 19, 1997
McClatchy Newspapers, Inc.
2100 "Q" Street
Sacramento, CA 95852
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed by
McClatchy Newspapers, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, relating to 750,000 shares of the Company's Common Stock
issuable pursuant to the Company's 1997 Stock Option Plan (the "Plan"), it is
our opinion that such shares of the Common Stock of the Company, when issued and
sold in accordance with the Plan will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO LLP
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
McClatchy Newspapers, Inc. on Form S-8 of our report dated February 6, 1997
appearing in the Annual Report on Form 10-K of McClatchy Newspapers, Inc. for
the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
December 17, 1997
Sacramento, California
