<PAGE>
As filed with the Securities and Exchange Commission on September 19, 1996
Registration No. 33-91056
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GRANITE BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 4833 13-3458782
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) (Classification Code Number) Identification No.)
</TABLE>
767 THIRD AVENUE, 34TH FLOOR
NEW YORK, NEW YORK 10017
(212) 826-2530
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Granite Broadcasting Corporation Stock Option Plan
Granite Broadcasting Corporation Director Stock Option Plan
Granite Broadcasting Corporation Employee Stock Purchase Plan
Granite Broadcasting Corporation Target Cash Flow Option Plan
Granite Broadcasting Corporation Management Stock Plan
(Full title of the Plan)
W. DON CORNWELL
CHIEF EXECUTIVE OFFICER
GRANITE BROADCASTING CORPORATION
767 THIRD AVENUE, 34TH FLOOR
NEW YORK, NEW YORK 10017
(212) 826-2530
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------
COPY TO:
Russell W. Parks, Jr., P.C.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
1333 New Hampshire Avenue, N.W., Suite 400
Washington, D.C. 20036
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED (1) OFFERING PRICE PER UNIT (2) AGGREGATE OFFERING REGISTRATION FEE(1)
PRICE (2)
<S> <C> <C> <C> <C>
Common Stock (Nonvoting) 1,468,626 $14.00 $19,957,264 $6,882(3)
Par Value $.01
</TABLE>
(1) Plus such additional number of securities as may be issued in the event
of a stock dividend, stock split, recapitalization or similar change in the
Common Stock (Nonvoting), par value $.01.
(2) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457. The securities are being offered
pursuant to employee benefit plans and the maximum number of the Registrant's
securities issuable under the plans are covered by the Registration
Statement. The fee has been calculated pursuant to Rule 457(h)(l) with the
proposed maximum offering price determined, with respect to shares issuable
upon exercise of options granted under the Company's Stock Option Plans, upon
the exercise price thereof as provided under Rule 457(h)(l), and with respect
to the remaining shares registered hereunder, upon the average of the bid and
ask prices of the Common Stock (Nonvoting) as reported by the Nasdaq National
Market on September 16, 1996 ($14.00) as provided under Rule 457(c). The
registration fee also includes securities for which a fee is required under
Rule 457(h)(3).
(3) The Registrant paid a registration fee of $5,566 to register 2,691,839
shares of Common Stock (Nonvoting), par value $.01, with the initial filing
of the Registration Statement.
Pursuant to General Instruction E of Form S-8, this Registration
Statement incorporates by reference the contents of the Registrant's
Registration Statement No. 33-91056 filed on April 10, 1995.
<PAGE>
CROSS REFERENCE SHEET REQUIRED BY ITEM 501 OF REGULATION S-K
<TABLE>
<CAPTION>
Item Number and Description
in Part I of Form S-3 Caption in Prospectus
- --------------------------- ---------------------
<S> <C>
1. Forepart of the Registration Statement Outside Front Cover Page
and Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Available Information;
Pages of Prospectus Incorporation of Certain Documents by Reference;
Table of Contents
3. Summary Information Not Applicable
Risk Factors Risk Factors
Ratio of Earnings to Fixed Not Applicable
Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Plan of Distribution
Outside Front Cover Page
9. Description of Securities to be Not Applicable
Registered
10. Interests of Named Experts and Legal Opinion
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain
Information by Reference Documents by Reference
13. Disclosure of Commission Not Applicable
Position on Indemnification for
Securities Act Liabilities
</TABLE>
<PAGE>
PROSPECTUS
2,241,455 SHARES*
GRANITE BROADCASTING CORPORATION
COMMON STOCK (NONVOTING)
This Prospectus relates to 2,241,455* shares of Common Stock
(Nonvoting), $.01 par value per share (the "Common Stock (Nonvoting)"), of
Granite Broadcasting Corporation (the "Company") being offered for resale
from time to time by certain stockholders of the Company or their respective
legatees, heirs or legal representatives (the "Selling Stockholders") who
have purchased Common Stock (Nonvoting) under the Company's Stock Option Plan
(the "Stock Option Plan"), the Company's Director Stock Option Plan (the
"Director Stock Option Plan"), the Company's Employee Stock Purchase Plan
(the "Employee Stock Purchase Plan"), the Company's Target Cash Flow Option
Plan (the "Target Plan"), the Company's Management Stock Plan (the
"Management Stock Plan") and the Company's other employee compensatory plans
(collectively, the Company's "Employee Stock Plans"). This Prospectus also
covers such additional shares of Common Stock (Nonvoting) as may be issuable
to the Selling Stockholders in the event of a stock dividend, stock split,
recapitalization or other similar change in the Common Stock (Nonvoting).
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH THE PURCHASE OF THE SHARES OF COMMON STOCK (NONVOTING), SEE
"CERTAIN INVESTMENT CONSIDERATIONS."
The last reported sale price of the Company's Common Stock (Nonvoting)
as reported by Nasdaq National Market on September 16, 1996, was $14.00.
The executive offices of the Company are located at 767 Third Avenue,
34th Floor, New York, New York 10017; the telephone number is (212) 826-2530.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------
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 an offer or solicitation.
One or more supplements to this Prospectus will describe any material
arrangements for the resale of the Common Stock (Nonvoting) being offered if,
and when, such arrangements are entered into by the Selling Stockholders and
any broker-dealers that participate in the distribution. (See "PLAN OF
DISTRIBUTION.")
*Includes 475,528 shares of Common Stock (Nonvoting) of the Company offered
for resale from time to time by the Selling Stockholders who have purchased
Common Stock (Nonvoting) under the Company's Employee Stock Plans covered in
the Prospectus filed by the Company under a Registration Statement on Form
S-8, Registration No. 33-91056, on April 10, 1995.
September 19, 1996
<PAGE>
AVAILABLE INFORMATION
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"). Reports and other information
filed by the Company with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, 75 Park Place, New York, New York
10007; and Chicago Regional Office, Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. The Commission
maintains a Web site that contains reports, proxy and information statements
and other materials that are filed through the Commission's Electronic Data
Gathering, Analysis, and Retrieval System. This Web site can be accessed at
http://www.sec.gov. Copies of such material may also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock
(Nonvoting) is quoted on the Nasdaq National Market and such reports and
other information may be inspected and copied at the National Association of
Securities Dealers, Inc. 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are hereby incorporated by reference in this
Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Report on Form 8-K, dated February 14, 1996;
(c) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1996; and
(d) The description of the Company's Common Stock (Nonvoting)
contained in the Company's Registration Statement on Form 8-A filed
on December 13, 1991, together with any amendment or report filed
for the purpose of updating such description, to the extent of such
updating.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act prior to the filing of a post-effective amendment which indicates that
all securities being offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement contained herein 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 Prospectus 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 hereof.
The Company will furnish without charge to each person to whom the
Prospectus is delivered, upon the written or oral request of such person, a
copy of any and all of the documents incorporated herein by reference (not
including exhibits to the information that is incorporated by reference,
unless such exhibits are specifically incorporated by reference into the
information incorporated herein by reference). Requests should be addressed
to Lawrence I. Wills, Granite Broadcasting Corporation, 767 Third Avenue,
34th Floor, New York, New York 10017, telephone (212) 826-2530.
-2-
<PAGE>
THE COMPANY
The Company is a group broadcasting company founded in 1988 to acquire
and manage network-affiliated television stations and other media and
communications-related properties. The Company's goal is to identify and
acquire properties that management believes have the potential for
substantial long-term appreciation and to aggressively manage such properties
to improve their operating results. The Company currently owns and operates
nine network-affiliated television stations: KNTV(TV), the ABC affiliate
serving San Jose, California and the Salinas-Monterey, California television
market; WTVH-TV, the CBS affiliate serving Syracuse, New York; KSEE-TV, the
NBC affiliate serving Fresno-Visalia, California; WPTA-TV, the ABC affiliate
serving Fort Wayne, Indiana; WEEK-TV, the NBC affiliate serving
Peoria-Bloomington, Illinois; KBJR-TV, the NBC affiliate serving Duluth,
Minnesota and Superior, Wisconsin; KEYE-TV, the CBS affiliate serving Austin,
Texas; WWMT-TV, the CBS affiliate serving Grand Rapids-Kalamazoo-Battle
Creek, Michigan; and WKBW-TV, the ABC affiliate serving Buffalo, New York
("WKBW").
CERTAIN INVESTMENT CONSIDERATIONS
RISK FACTORS
LIMITATIONS ON FINANCIAL FLEXIBILITY; EFFECT OF NON-COMPLIANCE WITH
RESTRICTIVE COVENANTS
The Company has incurred significant indebtedness in connection with the
acquisition of its nine television stations and anticipates incurring
additional indebtedness in connection with future acquisitions. The
Indenture (the "10 3/8% Note Indenture") governing the Company's 10 3/8% Senior
Subordinated Notes, due May 15, 2005 (the "10 3/8% Notes"), the Indenture (the
"12.75% Debenture Indenture") governing the Company's 12.75% Senior
Subordinated Debentures, due September 1, 2002 (the "12.75% Debentures"), the
Indenture (the "9 3/8% Note Indenture") governing the Company's 9 3/8% Senior
Subordinated Notes, due December 1, 2005 (the "9 3/8% Notes," and collectively
with the 10 3/8% Notes and the 12.75% Debentures, the "Notes") and the
Company's Credit Agreement, dated September 4, 1996, among the Company, the
lenders party thereto, Bankers Trust Company, as Agent and the Co-Agents
named therein (the "Credit Agreement") contain various financial and
operating covenants that, among other things, require the maintenance of
certain financial ratios and restrict the Company's ability to borrow funds
and to utilize funds for various purposes, including investments in certain
subsidiaries. These restrictions, in combination with the leveraged nature
of the Company, could limit the ability of the Company to respond to market
conditions or meet extraordinary capital needs, or could adversely affect the
Company's ability to finance its future operations or capital needs, or
engage in other business activities which could be in the interest of the
Company.
The Company's ability to service its debt will depend upon the Company's
future operating performance, which is subject to financial, political,
business, regulatory and other factors, many of which are beyond the
Company's control. Since borrowings under the Credit Agreement bear interest
at rates that will fluctuate with certain prevailing interest rates,
increases in such prevailing interest rates likely will increase the
Company's interest payment obligations with respect to borrowings thereunder
and could have an adverse effect on the Company.
Additionally, if the Company were to sustain a decline in its operating
results, it could experience difficulty in complying with the covenants that
are contained in the Credit Agreement and any other agreements governing
future indebtedness of the Company. The failure to comply with such
covenants could result in an event of default under these agreements, thereby
permitting acceleration of indebtedness incurred pursuant thereto, as well as
indebtedness under other instruments that contain cross-acceleration or
cross-default provisions, including the 9 3/8% Note Indenture, the 10 3/8% Note
Indenture and the 12.75% Debenture Indenture.
-3-
<PAGE>
DEPENDENCE ON SUBSIDIARIES
Eight of the Company's nine television stations are owned by wholly-owned
subsidiaries of the Company, and future acquisitions will likely be made
through present or future subsidiaries. The Company's cash flow and
consequent ability to service its debt will be dependent upon the earnings of
its subsidiaries and the distribution of those earnings to the Company, or
upon loans or other payments of funds by those subsidiaries to the Company.
The Company's subsidiaries have no obligation, contingent or otherwise, to
make any funds available to the Company. The Credit Agreement, the 9 3/8%
Note Indenture, the 10 3/8% Note Indenture, and the 12.75% Debenture Indenture
impose certain limitations on the ability of subsidiaries of the Company to
enter into agreements restricting their ability to declare dividends or make
distributions or advances to the Company. The claims of holders of equity of
the Company, upon any distribution of assets of any subsidiary of the Company
in the event of the liquidation or reorganization of such subsidiary, will be
subordinate to the prior claims of present and future creditors of that
subsidiary, including holders of indebtedness and trade creditors thereof.
ABSENCE OF NET INCOME; POSSIBLE CHANGES IN FUTURE UTILIZATION OF NET
OPERATING LOSSES FOR TAX PURPOSES
The Company, with the exception of the fiscal year ended December 31,
1994, has reported net losses. The losses were primarily caused by the
substantial interest expense on debt incurred by the Company to finance the
acquisitions of its television broadcasting stations and extraordinary losses
on early extinguishment of debt and depreciation and amortization charges.
There can be no assurances that the Company will not report net losses in the
future. In addition, the future utilization of a portion of the Company's
net operating losses for federal income tax purposes is subject to an annual
limitation. In addition, the Company's June 29, 1995 acquisition of WKBW
(the "WKBW Acquisition") could potentially eliminate substantially all of the
Company's net operating losses for federal income tax purposes available for
future utilization, and could result in the Company being in a tax paying
position in present and future years. For financial reporting purposes, in
accordance with Statement of Financial Accounting Standards No. 109, any
taxes paid arising from the consummation of the WKBW Acquisition is
considered additional purchase price and allocated to goodwill.
DEPENDENCE ON KEY PERSONNEL
W. Don Cornwell, the Chief Executive Officer and Chairman of the Board of
Directors of the Company, and Stuart J. Beck, the President and Secretary of
the Company, have each entered into employment agreements with the Company.
Each agreement provides for a two-year employment term and will be
automatically renewed for a subsequent two year term except upon advance
notice of nonrenewal by either party. The current terms under the agreements
expire on September 19, 1997. The agreements provide that Mr. Cornwell and
Mr. Beck will not engage in any business activities during the term of such
agreements outside the scope of their employment with the Company unless
approved by a majority of the Company's independent directors. The loss of
the services of certain key personnel currently employed by the Company could
have an adverse impact on the Company. There can be no assurance that the
services of such personnel will continue to be made available to the Company.
The Company does not maintain key man life insurance on any of its employees.
DEPENDENCE ON CONTINUED NETWORK AFFILIATION
Three of the Company's nine television stations are affiliated with the
National Broadcasting Company, Inc., three of the Company's television
stations are affiliated with the American Broadcasting Corporation, Inc., and
three of the Company's stations are affiliated with CBS, Inc. (collectively
as the "Networks"). Under each of the Company's affiliation agreements, the
terms of which range from seven to ten years, the Networks may, under certain
circumstances, terminate the agreement upon advance written notice. The
non-renewal or termination of one or more of the Network affiliation
agreements could have a material adverse effect on the Company's results of
operations. No assurance can be given that the Company's Network affiliation
agreements will be renewed or that such agreements will not be terminated.
-4-
<PAGE>
LIMITATIONS ON DIVIDENDS
The Company has never declared or paid dividends on its Common Stock
(Nonvoting). The Company's ability to pay cash dividends on the Company's
Common Stock (Nonvoting) is subject to certain limitations under the
Indentures governing the Notes and the Credit Agreement.
RISK OF CHANGE IN GOVERNMENT REGULATION; NECESSITY OF FCC LICENSES
The Company's operations are subject to significant regulation by the
Federal Communications Commission ("FCC") under the Communications Act of
1934, as amended (the "Communications Act"). The Communications Act
prohibits the operation of television broadcasting stations except pursuant
to a license issued by the FCC and empowers the FCC, among other things, to
issue, renew, revoke and modify broadcasting licenses, adopt regulations to
carry out the provisions of the Communications Act and impose penalties for
violation of such regulations. The Telecommunications Act of 1996, which
amends major provisions of the Communications Act, was enacted on February 8,
1996. The FCC has commenced, but not yet completed, implementation of the
provisions of the Telecommunications Act of 1996. The FCC has under
consideration and the U.S. Congress and the FCC may in the future adopt new
laws, regulations and policies regarding a wide variety of matters which
could, directly or indirectly, materially affect the operation and ownership
of the Company's broadcast properties.
COMPETITION, CHANGES IN THE BROADCAST INDUSTRY AND GENERAL ECONOMIC CONDITIONS
Technological innovation, and the resulting proliferation of programming
alternatives, have fractionalized television viewing audiences and subjected
traditional television broadcast stations to new types of competition. These
changes have had and will continue to have an effect on the broadcasting
industry in general. In addition, the television industry is affected by
prevailing economic conditions. Since the Company relies on sales of
advertising time at its stations for substantially all of its revenues, the
Company's operating results are and will be sensitive to general economic
conditions and regional conditions in each of the local markets in which the
stations operate. The Company cannot predict the future direction of such
conditions.
RISK OF INABILITY TO FINANCE CHANGE OF CONTROL OFFER
W. Don Cornwell and Stuart J. Beck, through their ownership of all of
the outstanding shares of the Company's Class A Common Stock, par value $.01
per share (the "Voting Common Stock"), possess 55% and 45%, respectively, of
the voting power in the Company. As long as Messrs. Cornwell and Beck hold
all of the outstanding shares of Voting Common Stock, they will be able to
elect all of the Company's directors and, under most circumstances, amend the
Company's Certificate of Incorporation and effect a merger, sale of assets or
other fundamental corporate transaction without the approval of the other
stockholders of the Company and will be able to defeat any unsolicited
attempt to acquire control of the Company.
In the event of a Change of Control (as defined in the Company's
Indentures), the Company will be required to offer to purchase all of the
Notes at 101% of the principal amount thereof. A Change of Control is also
an event of default under the Credit Agreement. If a Change of Control were
to occur, there can be no assurance that the Company would have sufficient
funds to repay all borrowings under the Credit Agreement and pay the Change
of Control purchase price for all of the Notes, tendered by the holders
thereof.
USE OF PROCEEDS
The Company will receive none of the proceeds associated with this
offering of Common Stock (Nonvoting). The proceeds received from the
purchase of the Common Stock (Nonvoting) by the Selling Stockholders under
the Company's Employee Stock Plans are being added to the Company's general
funds. The principal purpose of this offering is to resell the Common Stock
(Nonvoting) acquired by the Selling Stockholders under the Company's Employee
Stock Plans.
-5-
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name and relationship with the
Company, if any, within the past three years of each Selling Stockholder, the
number of shares of Voting Common Stock and Common Stock (Nonvoting) that
each Selling Stockholder beneficially owned directly or indirectly as of
September 1, 1996, the number of shares of Common Stock (Nonvoting) that are
being registered on behalf of each of the Selling Stockholders and the amount
and percentage of the Common Stock (Nonvoting) to be owned by each Selling
Stockholder after completion of the offering assuming the sale of all of the
Common Stock (Nonvoting) being offered hereunder.
-6-
<PAGE>
<TABLE>
<CAPTION>
MAXIMUM NUMBER
NAME OF SELLING SHARES OF COMMON STOCK OF SHARES OF
STOCKHOLDERS/ BENEFICIALLY OWNED COMMON STOCK BENEFICIAL OWNERSHIP OF
RELATIONSHIP TO DIRECTLY OR INDIRECTLY AS OF (NONVOTING) COMMON STOCK (NONVOTING)
THE COMPANY 9/1/96 REGISTERED** AFTER OFFERING
- ------------- --------------------------- ------------ -----------------------
VOTING NONVOTING NUMBER %
------ --------- ------ ---
<S> <C> <C> <C> <C> <C>
W. Don Cornwell 98,250 523,950(a) 1,128,200 93,150 1.1%
Chairman and Chief
Executive Officer
Stuart J. Beck 80,250 440,362(b) 936,278 73,684 *
President and Secretary
Lawrence I. Wills -- 8,198(c) 33,198 -- --
Vice President-Finance
and Controller
Ellen McClain -- 2,779 27,779 -- --
Vice President-Corporate
Development and
Treasurer
Martin F. Beck -- 85,814(d) 21,200 74,514 *
Director
James L. Greenwald -- 91,427(e) 21,200 79,227 *
Director
Vickee Jordan Adams -- 6,537(f) 14,400 2,337 *
Director
Thomas R. Settle -- 61,312(g) 22,800 50,512 *
Director
Charles J. Hamilton, Jr. -- 6,950(h) 22,000 250 *
Director
Mikael Salovaara -- 102,150(i) 14,400 93,750 1.1%
Director
</TABLE>
- ----------
Note: (*) The Selling Stockholder has beneficial ownership of less than 1%
of the Common Stock (Nonvoting).
(**) Includes shares of Common Stock (Nonvoting) registered under the
original registration statement on Form S-8.
(a) Includes 109,000 shares issuable upon exercise of options granted to
Mr. Cornwell under the Stock Option Plan which are exercisable at the
option of the holder within sixty (60) days, 48,750 shares issuable upon
the conversion of 9,750 shares of Cumulative Convertible Exchangeable
Preferred Stock which are convertible at the option of the holder within
sixty (60) days, and a total of 3,900 shares held by Mr. Cornwell's
immediate family. Mr. Cornwell disclaims beneficial ownership with
respect to such 3,900 shares.
(b) Includes 253,500 shares issuable upon exercise of options granted to
Stuart J. Beck under the Stock Option Plan which are exercisable at the
option of the holder within sixty (60) days, and 50,000 shares issuable
upon the conversion of 10,000 shares of Cumulative Convertible
Exchangeable Preferred Stock which are convertible at the option of the
holder within sixty (60) days.
(c) Includes 3,750 shares issuable upon exercise of options granted
under the Stock Option Plan which are exercisable of the option of the
holder within sixty (60) days.
-7-
<PAGE>
(d) Includes 19,750 shares issuable upon the conversion of 3,950 shares
of Cumulative Convertible Exchangeable Preferred Stock (including 450
shares of such stock held by Mr. Beck's spouse) which are convertible at
the option of the holder within sixty (60) days, 6,000 shares held by Mr.
Beck's spouse and 8,200 shares issuable upon exercise of options granted
under the Directors' Stock Option Plan which are exercisable at the
option of the holder within sixty (60) days. Mr. Beck disclaims
beneficial ownership with respect to shares held by his spouse.
(e) Includes 5,000 shares issuable upon the conversion of 1,000 shares of
Cumulative Convertible Exchangeable Preferred Stock which are convertible
at the option of the holder within sixty (60) days and 10,900 shares
issuable upon exercise of options granted under the Directors' Stock
Option Plan which are exercisable at the option of the holder within
sixty (60) days.
(f) Includes 4,200 shares issuable upon exercise of options granted under
the Directors' Stock Option Plan which are exercisable at the option of
the holder within sixty (60) days.
(g) Includes 15,000 shares issuable upon the conversion of 3,000 shares
of Cumulative Convertible Exchangeable Preferred Stock which are
convertible at the option of the holder within sixty (60) days, 4,500
shares held by Mr. Settle's spouse as custodian for his children and
7,800 shares issuable upon exercise of options granted under the
Directors' Stock Option Plan which are exercisable at the option of the
holder within sixty (60) days. Mr. Settle disclaims beneficial ownership
with respect to the shares held by his spouse as custodian for his
children.
(h) Includes 6,700 shares issuable upon exercise of options granted under
the Directors' Stock Option Plan, which are exercisable at the option of
the holder within sixty (60) days.
(i) Includes: (i) 3,500 shares, and 5,000 shares issuable upon the
conversion of 1,000 shares of Cumulative Convertible Exchangeable
Preferred Stock which are convertible at the option of the holder within
sixty (60) days, held in Trust for the benefit of one of Mr. Salovaara's
children for which Mr. Salovaara is the Trustee; (ii) 3,500 shares, and
5,000 shares issuable upon the conversion of 1,000 shares of Cumulative
Convertible Exchangeable Preferred Stock which are convertible at the
option of the holder within sixty (60) days, held in Trust for the
benefit of one of Mr. Salovaara's children for which Mr. Salovaara's
spouse is the Trustee; (iii) 59,750 shares issuable upon the conversion
of 11,950 shares of Cumulative Convertible Exchangeable Preferred Stock
which are convertible at the option of the holder within sixty (60) days;
(iv) 8,400 shares issuable upon exercise of options granted under the
Directors' Stock Option Plan which are exercisable at the option of the
holder within sixty (60) days; and (v) 5,000 shares issuable upon
conversion of 1,000 shares of Cumulative Convertible Exchangeable
Preferred Stock which are convertible at the option of the holder within
sixty (60) days, held in Trust for the benefit of nonaffiliates of Mr.
Salovaara, for which Mr. Salovaara and Mr. Salovaara's spouse are among
the Trustees and as to which Mr. Salovaara disclaims beneficial ownership.
-8-
<PAGE>
PLAN OF DISTRIBUTION
It is expected that the offering of Common Stock (Nonvoting) by the
Selling Stockholders will be effected from time to time in one or more
transactions in the Nasdaq National Market, or in negotiated transactions, 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 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 the purchasers of Common
Stock (Nonvoting) for whom they may act as agent (which compensation may be
in excess of customary commissions). The Selling Stockholders and any
broker-dealers that participate with the Selling Stockholders in such a
distribution may be deemed to be underwriters. Any commissions received by
broker-dealers in a distribution and any profit on the sale by broker-dealers
in a distribution maybe deemed to be underwriting discounts and commissions
under the Securities Act of 1933.
The Company will pay the expenses of registering the Common Stock
(Nonvoting) being offered by the Selling Stockholders, which are estimated to
be $5,000.
LEGAL OPINION
The legality of the shares of Common Stock (Nonvoting) of the Company
being offered hereby has been passed upon for the Company by Akin, Gump,
Strauss, Hauer & Feld, L.L.P., 1333 New Hampshire Ave, N.W. Suite 400,
Washington, D.C. 20036. Vernon E. Jordan, Jr., a partner in Akin, Gump,
Strauss, Hauer & Feld, L.L.P., holds, beneficially and of record, 8,264
shares of Common Stock (Nonvoting).
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated herein by reference to the Company's 1995 Annual Report
on Form 10-K, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon also incorporated herein by reference,
in reliance upon such report, given upon the authority of such firm as
experts in accounting and auditing.
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<PAGE>
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
No person has been authorized
in connection with the offering
made hereby to give any information
or to make any representation not
contained in this Prospectus and,
if given or made, such information 2,241,455 SHARES
or representation must not be
relied upon as having been
authorized by the Company or any
Underwriter. This Prospectus does
not constitute an offer to sell or
a solicitation of any offer to buy GRANITE BROADCASTING CORPORATION
any of the securities offered
hereby to any person or by anyone
in any jurisdiction in which it is
unlawful to make such offer or
solicitation. Neither the delivery
of this Prospectus nor any sale COMMON STOCK (NONVOTING)
made hereunder shall, under any (PAR VALUE $.01 PER SHARE)
circumstances, create any
implication that the information
contained herein is correct as of
any date subsequent to the date ---------------
hereof.
PROSPECTUS
TABLE OF CONTENTS
PAGE --------------
The Company . . . . . . . . . . 2
Certain Investment
Considerations . . . . . . . . 4 September 19, 1996
Use of Proceeds . . . . . . . . 6
Selling Stockholders. . . . . . 6
Plan of Distribution. . . . . . 9
Legal Opinion . . . . . . . . . 9
Experts . . . . . . . . . . . . 9
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Report on Form 8-K, dated February 14, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31 and June 30, 1996; and
(d) The description of the Company's Common Stock (Nonvoting) contained
in the Company's Registration Statement on Form 8-A filed on
December 13, 1991, together with any amendment or report filed for
the purpose of updating such description, to the extent of such
updating.
All reports and other documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act 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, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
reports and documents. Any statement contained herein 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 Prospectus 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 thereof.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Vernon E. Jordan, Jr., a partner in Akin, Gump, Strauss, Hauer & Feld,
L.L.P., holds, beneficially and of record, 8,264 shares of the Company's
Common Stock (Nonvoting).
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article Eighth of the Company's Third Amended and Restated
Certificate of Incorporation, as amended (the "Certificate of
Incorporation"), eliminates the liability of the Company's directors to the
Company or its stockholders, except for liabilities related to breach of duty
of loyalty, actions not in good faith and certain other liabilities.
Section 145 of the DGCL provides, in substance, that Delaware
corporations shall have the power, under specified circumstances, to
indemnify their directors, officers, employees and agents in connection with
actions, suits or proceedings brought against them by a third party or in the
right of the corporation, by reason of the fact that
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<PAGE>
they were or are such directors, officers, employees or agents, against
expenses incurred in any such action, suit or proceeding. The DGCL also
provides that Delaware corporations may purchase insurance on behalf of any
such director, officer, employee or agent.
Article Eighth of the Certificate of Incorporation provides that the
Company shall indemnify any current or former director or officer to the
fullest extent permitted by the DGCL. Article Eighth further contemplates
that the indemnification provisions permitted thereunder are not exclusive of
any other rights to which such directors and officers are otherwise entitled
by means of Bylaw provisions, contracts, agreements, or otherwise. Article
VIII of the Company's Bylaws provides that the Company shall indemnify to the
fullest extent permitted by DGCL its current and former directors and
officers and persons serving as directors and officers of any corporation at
the request of the Company. The Company also maintains officers' and
directors' liability insurance which insures against liabilities that
officers and directors of the Company may incur in such capacities.
Reference is made to the Granite Broadcasting Corporation Stock Option
Plan which provides that the Company shall indemnify and hold harmless each
member of the Stock Option Committee of the plan against certain liabilities
arising by reason of such person's membership on such committee and the board
of directors of the Company, except liabilities arising from such person's
gross negligence or willful misconduct.
Item 7. EXEMPTION FROM REGISTRATION
All restricted securities to be reoffered and resold pursuant to this
Registration Statement were issued and sold pursuant to Section 4(2) of the
Securities Act of 1933.
Item 8. EXHIBITS
4.1 Granite Broadcasting Corporation Stock Option Plan, as amended and
restated on July 24, 1996 (incorporated by reference to Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1996, Commission File No. 0-19728, filed on
August 15, 1996).
4.2 Target Cash Flow Plan and Agreement, dated as of October 31, 1988
among Granite Broadcasting Corporation, W. Don Cornwell and Stuart
J. Beck (incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement No. 33-43770 filed on November 5,
1991.)
4.3 Granite Broadcasting Corporation Management Stock Plan, as amended
and restated on July 24, 1996 (incorporated by reference to
Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for
the Quarter ended June 30, 1996, Commission File No. 0-19728,
filed on August 15, 1996).
4.4 Granite Broadcasting Corporation Director Stock Option Plan, as
amended July 25, 1995 (incorporated by reference to Exhibit 10.19
to the Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995, Commission File No. 0-19728, filed on
November 14, 1995).
4.5 Granite Broadcasting Corporation Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.25 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994,
Commission File No. 0-19728, filed on March 29, 1995).
5. Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Independent Auditors (Ernst & Young LLP).
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<PAGE>
23.2 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5).
24. Power of Attorney for the Company (included as part of the
signature page to the Company's Registration Statement No.
33-91056, filed on April 10, 1995).
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) To reflect in the prospectus any facts or events arising
after the effective date 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 (i) and (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 Section 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.
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<PAGE>
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 DGCL, the Certificate of
Incorporation and Bylaws, 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 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 such
Securities Act and will be governed by the final adjudication of such issue.
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<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
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on September 19, 1996.
GRANITE BROADCASTING CORPORATION
By: s/ W. DON CORNWELL
----------------------------------
W. Don Cornwell
Chairman of the Board of Directors
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
s/ W. DON CORNWELL Chairman and Chief Executive September 19, 1996
- -------------------------- Officer (Principal Executive
W. Don Cornwell Officer)
s/ STUART J. BECK* President, Secretary (Principal September 19, 1996
- -------------------------- Financial Officer) and Director
Stuart J. Beck
s/ LAWRENCE I. WILLS* Vice President - Finance and September 19, 1996
- -------------------------- Controller (Principal Accounting
Lawrence I. Wills Officer)
s/ MARTIN F. BECK* Director September 19, 1996
- --------------------------
Martin F. Beck
s/ JAMES L. GREENWALD* Director September 19, 1996
- --------------------------
James L. Greenwald
s/ MIKAEL SALOVAARA* Director September 19, 1996
- --------------------------
Mikael Salovaara
s/ VICKEE JORDAN ADAMS* Director September 19, 1996
- --------------------------
Vickee Jordan Adams
s/ EDWARD DUGGER III* Director September 19, 1996
- --------------------------
Edward Dugger III
s/CHARLES J. HAMILTON,JR.* Director September 19, 1996
- --------------------------
Charles J. Hamilton, Jr.
s/ THOMAS R. SETTLE* Director September 19, 1996
- --------------------------
Thomas R. Settle
*By: s/ W. DON CORNWELL
- --------------------------
W. Don Cornwell
As Attorney-in fact
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<PAGE>
EXHIBIT 5
4000
September 19, 1996
Granite Broadcasting Corporation
767 Third Avenue
34th Floor
New York, New York 10017
Ladies and Gentlemen:
We have acted as counsel to Granite Broadcasting Corporation, a Delaware
corporation (the "Company") in connection with the registration of 1,468,626
shares of Common Stock (Nonvoting), par value $.01 per share (the "Common
Stock (Nonvoting)") of the Company, pursuant to Amendment No. 1 to the
Registration Statement on Form S-8 (the "Registration Statement") filed by
the Company under the Securities Act of 1933, as amended, and the proposed
sale of the Common Stock (Nonvoting) to the public.
In our opinion, the shares of Common Stock (Nonvoting) registered under
the Registration Statement have been duly authorized for issuance by the
Company, and are (or, with respect to shares issuable by
the Company, upon proper issuance and delivery thereof in accordance
with the agreement(s) governing such issuances, will be) validly
issued, fully paid and non-assessable.
We consent to the inclusion of this opinion in the Registration Statement
and reference to our firm under the caption "Legal Opinions" in the
Prospectus included in the Registration Statement.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to Registration Statement Form S-8 No. 33-91056
pertaining to the Employee Stock Purchase Plans of Granite Broadcasting
Corporation and to the incorporation therein of our report dated
February 22, 1996, with respect to the consolidated financial statements
and the financial statement schedule of Granite Broadcasting Corporation
included in its Annual Report to Shareholders on Form 10-K for the year
ended December 31, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
New York, New York
September 18, 1996
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