<PAGE>
As filed with the Securities and Exchange Commission on February 20, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM S-8
------------------------
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------
GRANITE BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<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)
Stock Option Plan
Director Stock Option Plan
Employee Stock Purchase Plan
Target Cash Flow Option Plan
Management Stock Plan
Non-Employee Directors' 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.
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 be Registered Offering Price Per Aggregate Offering Registration Fee
Registered (1) Unit (2) Price (2) (1)
<S> <C> <C> <C> <C>
Common Stock (Nonvoting), Par Value $.01 2,568,626 $11.72 $30,941,802 $9,128
</TABLE>
(1) Represents additional shares of Common Stock (Nonvoting) issuable under the
Company's Stock Option Plan, Director Stock Option Plan, Employee Stock
Purchase Plan, Target Cash Flow Option Plan, Management Stock Plan, and
Non-Employee Directors' Stock Plan 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 an
employee benefit plan 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 Plan, 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 high and
low prices of the Common Stock (Nonvoting) as reported by the NASDAQ
National Market System on February 18, 1998 ($11.72) as provided under
Rule 457(c). The registration fee also includes securities for which a
fee is required under Rule 457(h)(3).
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registration Statement No.
33-91056.
<PAGE>
P R O S P E C T U S
2,919,567 SHARES*
GRANITE BROADCASTING CORPORATION
COMMON STOCK (Nonvoting)
This Prospectus relates to 2,919,567* 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") and 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 "Directors' 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"), the Company's
Non Employee Directors Stock Plan (the "Non Employee Directors 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 on February 18, 1998, was $11.72.
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 2,919,567 shares of Common Stock (Nonvoting) of the Company offered
for resale from time to time by the Selling Stockholders pursuant to the
Prospectus filed by the Company with Registration No. 33-91056 on Form S-8,
on April 10, 1995 and as amended on September 19, 1996 and October 22, 1997.
February 20, 1998
<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 Room 1024 Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the following Regional Offices of
the Commission: 7 World Trade Center, Suite 1300, New York, New York 10048, and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. 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 System 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 and Form 10-K/A for the fiscal
year ended December 31, 1996;
(b) The Company's Reports on Form 8-K dated January 15, 1997, Form 8-K dated
February 7, 1997, Form 8-K/ A dated April 14, 1997, Form 8-K/A dated
June 27, 1997 Form 8-K dated October 17, 1997 and Form 8-K dated January
26, 1998;
(c) The Company's Quarterly Report on Form 10-Q and Form 10-Q/A for the
quarter ended March 31, 1997 and Form 10-Q for the quarters ended June
30, 1997 and September 30, 1997; 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
PART I
ITEM 1. BUSINESS
Granite Broadcasting Corporation ("Granite" or the "Company"), a Delaware
corporation, 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
ten network-affiliated television stations: KNTV (TV), the ABC affiliate
serving San Jose, California and the Salinas-Monterey, California television
market ("KNTV"); WTVH-TV, the CBS affiliate serving Syracuse, New York
("WTVH"); KSEE-TV, the NBC affiliate serving Fresno-Visalia, California
("KSEE"); WPTA-TV, the ABC affiliate serving Fort Wayne, Indiana ("WPTA");
WEEK-TV, the NBC affiliate serving Peoria-Bloomington, Illinois ("WEEK-TV");
KBJR-TV, the NBC affiliate serving Duluth, Minnesota and Superior, Wisconsin
("KBJR"); KEYE-TV, the CBS affiliate serving Austin, Texas ("KEYE"); WWMT-TV,
the CBS affiliate serving Grand Rapids-Kalamazoo-Battle Creek, Michigan
("WWMT"); WKBW-TV, the ABC affiliate serving Buffalo, New York ("WKBW"); and
WDWB-TV (formerly called WXON-TV), the WB network serving Detroit, Michigan
("WDWB"). KBJR and WEEK were acquired in separate transactions in October
1988, WPTA was acquired in December 1989, KNTV was acquired in February 1990,
WTVH and KSEE were acquired in December 1993, KEYE was acquired in February
1995, WWMT and WKBW were acquired in separate transactions in June 1995 and
WDWB was acquired in January 1997. WLAJ-TV, the ABC affiliate serving
Lansing, Michigan ("WLAJ") is currently being operated by the Company
pursuant to a time brokerage agreement that was entered into in October 1996.
The Company owns each of KNTV, WTVH, KSEE, WPTA, KBJR, KEYE, WWMT and WKBW
and WDWB through separate wholly owned subsidiaries (collectively, the
"Subsidiaries"; references herein to the "Company" or to "Granite" include
Granite Broadcasting Corporation and its subsidiaries). The Company's
long-term objective is to acquire additional television stations and to
pursue acquisitions of other media and communications-related properties in
the future.
On October 3, 1997, Granite entered into a definitive agreement with
Pacific FM Incorporated ("Pacific"), a California corporation, James J.
Gabbert and Michael P. Lincoln, to acquire 51% of the outstanding stock of
Pacific, the owner of KOFY-TV, the WB Network affiliated station serving the
San Francisco-Oakland-San Jose, California television market. At the closing
of this purchase, it is contemplated that Granite will acquire the remaining
49% of the stock of Pacific. The total purchase price for all the stock of
Pacific will be $143.75 million in cash. In addition, Granite will pay $30
million to the principal shareholders of Pacific for a covenant not to
compete in the San Francisco-San Jose television market for a period of five
years from the closing of Granite's acquisition.
The proposed acquisition is subject to approval by the Federal
Communications Commission (the "FCC") and is expected to be completed during
the third quarter of 1998. Because Granite already owns a television station
with an overlapping service area, KNTV, the ABC affiliate licensed to serve
San Jose, California, the Company has requested a waiver from the FCC to
permit Granite to own both KNTV and KOFY-TV. On December 22, 1997, a petition
to deny or defer action on Granite's waiver request was filed with the FCC by
The Chronicle Publishing Company, licensee of Station KRON-TV, San Francisco,
California. While Granite is vigorously opposing the Chronicle's petition, it
cannot predict the outcome of this matter.
On January 12, 1998, Granite entered into an agreement in principle with
Freedom Communications, Inc. ("Freedom"), whereby Freedom will acquire the
assets of WWMT and WLAJ. The total purchase price for the assets of WWMT and
WLAJ will be $170 million in cash.
3
<PAGE>
It is anticipated that proceeds from the sale will be used to fund part of
the purchase price of KOFY-TV, the WB Network affiliated station serving the San
Francisco-Oakland-San Jose, California television market. Granite acquired all
of the assets of WWMT in 1995 for $95,000,000 and has a contract to acquire all
of the assets of WLAJ for $19,400,000. Granite operates WLAJ pursuant to a time
brokerage agreement. The proposed sale is subject to board approval of both
parties, execution of definitive agreements, approval by the FCC and other
customary closing conditions. The sale is expected to be completed during the
second quarter of 1998. The terms and conditions of the sale were determined
based upon arm's-length negotiations between Granite and Freedom. No material
relationship exists between Granite and Freedom.
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 ten television stations and anticipates incurring
additional indebtedness in connection with future acquisitions, including the
acquisition of WLAJ and the acquisition of the stock of Pacific (the "KOFY
Acquisition"). At December 31, 1997, the Company's long-term indebtedness was
approximately $392,779,000 and its combined long-term indebtedness and
liquidation and redemption obligations on its 12 3/4% Cumulative Exchangeable
Preferred Stock and its Cumulative Convertible Exchangeable Preferred Stock
(collectively, the "Preferred Stock") was approximately $600,479,000. The
Indenture (the "9 3/8% Note Indenture") governing the Company's 9 3/8% Senior
Subordinated Notes due December 2005 (the "9 3/8% Notes"), the Indenture (the
"10 3/8% Note Indenture" and collectively with the 9 3/8% Note Indenture the
"Existing Indentures") governing the Company's 10 3/8% Senior Subordinated
Notes due May 15, 2005 (the "10 3/8% Notes") and the Company's existing
credit agreement (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.
A substantial portion of the Company's cash flow from operations is
required for debt service. The Company's ability to service its debt,
including the 9 3/8% Notes and 10 3/8% Notes (collectively, the "Existing
Notes"), borrowings under the Credit Agreement and the Company's 12 3/4%
Exchange Debentures due 2009 (the "Exchange Debentures") and the Company's 7
3/4% Junior Subordinated Convertible Exchange Debentures due 2005, if issued,
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.
Giving effect to waivers and consents under the Credit Agreement, the
Company currently is in compliance with its covenants under the Credit
Agreement. However, 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 Existing Notes.
4
<PAGE>
Dependence on Subsidiaries
Nine of the Company's ten owned and operated television stations are owned
by wholly-owned subsidiaries of the Company, and future acquisitions including
the acquisition of WLAJ and the KOFY Acquisition, will likely be made through
present or future subsidiaries. The Company's cash flow and consequent ability
to service its debt, and its ability to redeem its preferred stock for cash
(whether upon a mandatory redemption, a Change of Control (as defined herein) or
otherwise) 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 anticipates, with
respect to stations it acquires, implementing strategies to improve operating
results, including aggressively managing personnel and other operating expenses.
Although these strategies have been successfully implemented by the Company in
the case of the Company's existing stations, there can be no assurance that the
Company will be able to successfully implement such strategies in the future. In
addition, there also can be no assurance that the Company and its subsidiaries
will experience continued growth or continued improved operating results in the
future. The Company's subsidiaries have no obligation, contingent or otherwise,
to make any funds available to the Company. The Credit Agreement and the
Existing Indentures 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.
Absence of Net Income; Possible Changes in Future Utilization of Net
Operating Losses for Tax Purposes
The Company reported a net loss of approximately $10,535,000, $5,042,000,
$783,000, $8,785,000 and $9,036,000 for the years ended December 31, 1992, 1993,
1995, 1996 and 1997, respectively. 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
of $5,709,000, $1,007,000, $2,891,000 and $5,569,000 incurred in 1992, 1993,
1996 and 1997, respectively, on the 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. The future utilization of a
portion of the Company's net operating losses for federal income tax purposes is
subject to an annual limitation.
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,
1999. 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 television stations are affiliated with NBC, three of
the Company's television stations and WLAJ are affiliated with ABC, and three of
the Company's stations are affiliated with CBS, and WDWB is affiliated with the
WB Network ("WB") (NBC, ABC, CBS, and WB are referred to herein individually as
a "Network" and collectively as the "Networks"). Under each of the Company's
affiliation agreements (except for the WDWB affiliation agreement, which is an
at will arrangement), 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
5
<PAGE>
effect on the Company's results of operations and liquidity. No assurance can
be given that the Company's Network affiliation agreements will be renewed or
that such agreements will not be terminated.
Risk of Change in Government Regulation; Necessity of FCC Licenses
The Company's operations are subject to significant regulation by the 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 recently adopted rules relating to
digital television, and 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.
Upon the occurrence of a Change of Control, the Company will be required
to offer to purchase all of the Existing Notes and any outstanding Exchange
Debentures at 101% of the principal amount thereof plus accrued and unpaid
interest thereon to the date of purchase, of which approximately $413,105,000
principal amount, in the aggregate, were outstanding as of December 31, 1997.
In the event of a Change of Control, the Company will also be required to
offer to purchase all outstanding Preferred Stock at a purchase price equal
to 101% of the aggregate liquidation preference thereof plus, without
duplication, accumulated and unpaid dividends thereon to the date of
purchase. 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
Preferred Stock, Existing Notes and Exchange Debentures tendered by the
holders thereof. A Change of Control will be deemed to have occurred at such
time as any Person or any Persons (other than one or more Permitted Holders)
acting together that would constitute a "group" (a "Group") for purposes of
Section 13(d) of the Exchange Act becomes the beneficial owner of 50% or more
of the total voting power of all classes of Voting Stock of the Company, or
at such time as such Person or Group succeeds in having a sufficient number
of its nominees elected to the Board of Directors of the Company such that
such nominees, when added to any existing directors remaining on the Board of
Directors of the Company after such election who are Affiliates of such
Group, will constitute a majority of the Board of Directors of the Company.
"Permitted Holder" means (i) W. Don Cornwell and Stuart J. Beck, (ii) the
members
6
<PAGE>
of the immediate family of either of the persons named in clause (i)
above, (iii) any trust created for the benefit of the persons described in
clauses (i) or (ii) above or any of their estates, or (iv) any corporation
that is controlled by any Person described in clauses (i), (ii) or (iii)
above.
Limitation 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 Existing Notes and the Credit Agreement.
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.
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 30, 1997,
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.
7
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
Directly or
Name of Selling Indirectly as of Maximum Number of Beneficial Ownership of Common
Stockholders/ 9/30/97 Shares of Common Stock (Nonvoting) After Offering
Relationship to ----------------------- Stock (Nonvoting)
the Company Voting Nonvoting Registered** Number %
- ----------------------- --------- ------------ ------------------- -------------------------------
<S> <C> <C> <C> <C> <C>
W. Don Cornwell
Chairman of the Board
of Directors 98,250 85,300(a) 1,294,200 61,900 *
Stuart J. Beck
President and
Secretary 80,250 743,162 (b) 1,071,278 73,684 *
Robert E. Selwyn, Jr.
Chief Operating
Officer -- 22,012 (c) 183,962 10,050 *
Lawrence I. Wills
Vice President-Finance and
Controller -- 11,238 (d) 31,238 -- --
Ellen McClain Vice
President-Corporate
Development and
Treasurer -- 6,173 26,173 -- --
Martin F. Beck Director
-- 104,702 (e) 50,588 74,514 *
James L. Greenwald
Director -- 110,315 (f) 50,588 79,227 *
Vickee Jordan Adams
Director -- 16,425 (g) 34,788 2,337 *
Thomas R. Settle
Director -- 80,200 (h) 52,188 50,512 *
Charles J. Hamilton,
Jr. Director -- 25,838 (i) 51,388 250 *
Mikael Salovaara
Director -- 121,538 (j) 43,788 97,250 1.1%
Edward Dugger III
Director -- 8,388 (k) 29,388 -- --
</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 prior to this Amendment.
(a) Includes 460,900 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, 17,500 shares issuable upon the
conversion of 3,500 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 541,000 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 8,000 shares issuable upon exercise of options granted under the
Stock Option Plan which are exercisable at the option of the holder within
60 days.
(d) Includes 3,750 shares issuable upon exercise of options granted under the
Stock Option Plan which are exercisable at the option of the holder within
sixty (60) days.
8
<PAGE>
(e) 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 24,700 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. Mr. Beck disclaims beneficial ownership with
respect to shares held by his spouse.
(f) Includes 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 and 27,400 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.
(g) Includes 11,700 shares issuable upon exercise of options granted under the
Director's Stock Option Plan which are exercisable at the option of the
holder within sixty (60) days.
(h) 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 24,300 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.
(i) Includes 23,200 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.
(j) 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) 21,900 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;
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.
(k) Includes 6,000 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.
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 System, 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 may be 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.
9
<PAGE>
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 Company in Common
Stock (Nonvoting).
EXPERTS
The consolidated financial statements of the Company incorporated by
reference in the Company's Annual Report (Form 10-K) for the year ended December
31, 1996 and the financial statements of WXON-TV, Inc. included in the Company's
Form 8-K/A dated April 14, 1997, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their reports thereon included (or
incorporated by reference) therein and incorporated herein by reference. Such
financial statements are incorporated herein in reliance upon the reports of
Ernst & Young LLP given upon the authority of such firm as experts in accounting
and auditing.
10
<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 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 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 made hereunder shall, under any
circumstances, create any implication that the information contained herein is
correct as of any date subsequent to the date hereof.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
---------
<S> <C>
The Company.............................................. 3
Certain Investment Considerations........................ 4
Use of Proceeds.......................................... 7
Selling Stockholders..................................... 7
Plan of Distribution..................................... 9
Legal Opinion............................................ 10
Experts.................................................. 10
</TABLE>
2,919,567 Shares
Granite Broadcasting Corporation
Common Stock (Nonvoting)
(par value $.01 per share)
---------------------
PROSPECTUS
---------------------
February 20, 1998
<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 New York, State of New York, on
February 10, 1998.
GRANITE BROADCASTING CORPORATION
BY: /s/ W. Don Cornwell
-----------------------------------------
W. Don Cornwell
Chairman of the Board Directors
KNOW ALL ME BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints W. Don Cornwell and Stuart J. Beck and each of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his stead, place and stand, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all 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 in and
about the premises, as fully and to all intents and purposes as he might or
could do in person hereby ratifying and confirming all that said
attorney-in-fact and agents or their substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
- ------------------------------ --------------------------- -------------------
<S> <C> <C>
Chief Executive Officer
/s/ W. Don Cornwell (Principal Executive
- ------------------------------ Officer) and Chairman of February 10, 1998
W. Don Cornwell the Board of Director
/s/ Stuart J. Beck President and Secretary
- ------------------------------ (Principal Financial February 10, 1998
Stuart J. Beck Officer) and Director
/s/ Lawrence I. Wills Vice President Finance and
- ------------------------------ (Principal Accounting February 10, 1998
Lawrence I. Wills Officer)
/s/ Martin F. Beck Director
- ------------------------------ February 10, 1998
Martin F. Beck
/s/ James L. Greenwald Director
- ------------------------------ February 10, 1998
James L. Greenwald
Director
- ------------------------------
Vickee Jordan Adams
/s/ Edward Dugger III Director
- ------------------------------ February 10, 1998
Edward Dugger III
/s/ Charles J. Hamilton, Jr. Director
- ------------------------------ February 10, 1998
Charles J. Hamilton, Jr.
/s/ Thomas R. Settle Director
- ------------------------------ February 10, 1998
Thomas R. Settle
/s/ Mikael Salovaara Director
- ------------------------------ February 10, 1998
Mikael Salovaara
</TABLE>
<PAGE>
EXHIBITS
<TABLE>
<CAPTION>
<S> <C>
5. Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Independent Auditors (Ernst & Young LLP).
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).
</TABLE>
<PAGE>
Exhibit 5
February 20, 1998
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 2,568,626
shares of Common Stock (Nonvoting), par value $.01 per share (the "Common
Stock (Nonvoting)") of the Company, pursuant 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 (a) issuable upon exercise of
stock options, upon proper issuance and delivery in accordance with the
agreement(s) governing the exercise of such options, and (b) otherwise
issuable by the Company, upon proper issuance and delivery in accordance with
the agreement(s) governing such issuance, in each case 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.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement Form S-8 No. 333-______ pertaining to the Employee
Stock Plans, collectively, of Granite Broadcasting Corporation (the
"Company") and to the incorporation by reference therein of our report dated
January 24, 1997, with respect to the consolidated financial statements and
schedule of Granite Broadcasting Corporation included in its Annual Report
(Form 10-K) for the year ended December 31, 1996, and our report dated
January 17, 1998 with respect to the financial statements of WXON-TV, Inc.
included on the Company's Form 8-K/A dated April 14, 1997.
Ernst & Young, L.L.P.
New York, New York
February 19, 1998
