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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CENTRAL NEWSPAPERS, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-0220660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 North Pennsylvania Street
Suite 1200
Indianapolis, Indiana 46204
(Address of Principal Executive Offices) (Zip Code)
CENTRAL NEWSPAPERS, INC. STOCK COMPENSATION PLAN
(Full title of the plan)
FRANK E. RUSSELL Copy to:
President STEVEN W. THORNTON
Central Newspapers, Inc. Barnes & Thornburg
135 North Pennsylvania Street 1313 Merchants Bank Building
Suite 1200 11 S. Meridian Street
Indianapolis, Indiana 46204 Indianapolis, Indiana 46204
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(Name and address of agent for service)
Telephone number of agent for service:
(317) 231-9200
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered share(1) price(1) fee
Class A Common Stock,
without par value
per share 800,000 (2) $27.6875 $22,150,000 $7,637.93
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(1) Estimated solely to determine the registration fee and based
on the average of the high and low sales prices per share of
Class A Common Stock of Central Newspapers, Inc. on July 26,
1995, pursuant to Rule 457(c) and (h).
(2) Any additional shares of Common Stock to be issued as a
result of stock dividends, stock splits, or similar
transactions shall be covered by this Registration Statement
as provided in Rule 416.
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Pursuant to Rule 429 under the Securities Act of 1933, the
Prospectus to be used in connection with this Registration
Statement also relates to 2,200,000 shares of Class A Common
Stock registered pursuant to Registration Statement No. 33-37566
and Registration Statement No. 33-40776.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Document(s) containing information specified by Part I of
the form of Registration Statement on Form S-8, promulgated under
the Securities Act of 1933, as amended (the "1933 Act"), will be
sent or given to participants in the Central Newspapers, Inc.
Stock Compensation Plan (the "Plan") as specified in Rule
428(b)(1) promulgated by the Securities and Exchange Commission
(the "Commission") under the 1933 Act. Such document(s) are not
being filed with the Commission but constitute (along with the
documents incorporated by reference into this Form S-8
Registration Statement (the "Registration Statement") pursuant to
Item 3 of Part II hereof), a prospectus that meets the
requirements of Section 10(a) of the 1933 Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are hereby incorporated by reference
into this Registration Statement:
(1) The Annual Report on Form 10-K of Central Newspapers,
Inc. (the "Registrant") for the fiscal year ended December 25,
1994;
(2) The quarterly reports on Form 10-Q of the Registrant
for the fiscal quarter ended March 25, 1995;
(3) All other reports filed pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 (the "1934 Act") by the
Registrant since December 25, 1994; and
(4) The description of the capital stock of the Registrant
contained in the Registrant s Registration Statement on Form 10,
which was filed with the Commission on September 13, 1989, and
all amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the 1934 Act prior to the filing of a post-effective amendment
that indicates that all shares offered hereby have been sold or
that deregisters all shares then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part thereof from the date they are filed.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Since September 13, 1990, Kent E. Agness has served as a
member of the Board of Directors of the Registrant. Kent E.
Agness is a partner of Barnes & Thornburg, the law firm that
rendered the opinion attached hereto as Exhibit 6 regarding the
validity of the shares of Class A Common Stock of the Registrant
that are the subject of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
Section 6.02 of Article 6 of the Registrant s Articles of
Incorporation, pursuant to authority contained in the Indiana
Business Corporation Law, provides for the indemnification of the
Registrant s officers and directors against expenses, judgments,
settlements, penalties and fines that may be incurred by them in
connection with the defense of any action, suit or proceeding, or
in connection with any appeal therein, to which they are made
parties if they acted in good faith and in a manner they
reasonably believed, in the case of conduct in their official
capacity, was in the best interests of the Registrant and, in all
other cases, was not opposed to the best interests of the
Registrant and, with respect to any criminal action or
proceeding, they either had reasonable cause to believe their
conduct was lawful or no reasonable cause to believe their
conduct was unlawful. Such indemnification is required in cases
where the offcers or directors are successful, on the merits or
otherwise, in the defense of any claim, issue or matter.
The Registrant also maintains directors and officers
liability insurance.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits furnished with the Registration Statement are
listed on page E-1.
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 1933
Act; (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
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distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; provided, however, that clauses (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be
included in a post-effective amendment by those clauses is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement; (2) that, for the
purpose of determining any liability under the 1933 Act, 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; and (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 1933 Act, each
filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act 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 S-1
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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 Indianapolis, and the State of Indiana, on this 26
day of July, 1995.
CENTRAL NEWSPAPERS, INC.
By /s/ Frank E. Russell
-----------------------------
Frank E. Russell
President and Chief Executive
Officer
Each person whose signature appears below hereby constitutes
and appoints Frank E. Russell, 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 name, place
and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission under the Securities
Act of 1933.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
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Signatures Title Date
(1) Principal Executive Officer:
/s/ Frank E. Russell )
--------------------------------- )
Frank E. Russell President and )
Chief Executive Officer )
)
)
(2) Principal Financial and Accounting )
Officer: )July 26, 1995
)
)
/s/ Wayne D. Wallace )
--------------------------------- )
Wayne D. Wallace Treasurer and )
Chief Financial Officer )
)
)
(3) The Board of Directors: )
)
/s/ Kent E. Agness )
--------------------------------- Director )
Kent E. Agness )
)
/s/ Malcolm W. Applegate )
--------------------------------- Director )
Malcolm W. Applegate )
)
/s/ William A. Franke )
--------------------------------- Director )
William A. Franke )
)
/s/ Eugene S. Pulliam )
--------------------------------- Director ) July 26, 1995
Eugene S. Pulliam )
)
/s/ Dan Quayle )
--------------------------------- Director )
Dan Quayle )
)
/s/ James C. Quayle )
--------------------------------- Director )
James C. Quayle )
)
/s/ Frank E. Russell )
--------------------------------- Director )
Frank E. Russell )
)
/s/ Louis A. Weil, III )
--------------------------------- Director )
Louis A. Weil, III )
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Page E-1
INDEX TO EXHIBITS
Page No.
In
This
Exhibit No. Description Filing
4(a) Amended and Restated Articles of
Incorporation of Central Newspapers,
Inc. (Filed August 10, 1989 with Form
S-1 Registration Statement, No.
33-30436).
4(b) Amended and Restated Code of By-Laws of
Central Newspapers, Inc. (Filed with
Form 10-K for year ended December 29,
1991).
5 Opinion of Barnes & Thornburg as to Filed
the legality of the securities being Herewith
registered.
23.1 Consent of Geo. S. Olive & Co., LLC. Filed
Herewith
23.2 Consent of Barnes & Thornburg (included
as part of Exhibit 5).
24 Power of Attorney (set forth on page S-1
of this Registration Statement).
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July 26, 1995
Central Newspapers, Inc.
135 North Pennsylvania Street
Suite 1200
Indianapolis, Indiana 46204
Dear Gentlemen:
You have requested our opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement")
of Central Newspapers, Inc. (the "Corporation"), relating to the
offer and sale of 800,000 shares of the Class A Common Stock,
without par value, of the Corporation (the "Common Stock") under
the Central Newspapers, Inc. Stock Compensation Plan approved by
the Corporation's Board of Directors on March 21, 1995, and by
the Corporation's shareholders on April 18, 1995 (the "Plan").
In connection with your request, we have made such examination of
the corporate records and proceedings of the Corporation and
considered such questions of law and taken such further action as
we deemed necessary or appropriate to enable us to render this
opinion.
Based upon such examination, we are of the opinion that when
the Common Stock has been purchased and the purchase therefor has
been paid and when the restricted shares have been granted as
contemplated by the Plan as described in the Registration
Statement, as the same may be amended, and when the Corporation
has complied with the Securities Act of 1933, as amended, and
with the securities laws of the State of Indiana and all other
jurisdictions in which Common Stock is to be sold pursuant to the
exercise of stock options granted under the Plan or is to be
granted as restricted shares, the Common Stock will be legally
issued, fully paid and nonassessable.
We note that Kent E. Agness, who is a partner of this firm,
is also a member of the Board of Directors of the Corporation.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, however, we do
not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the
Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ BARNES & THORNBURG
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to incorporation by reference in a Registration
Statement on Form S-8 of our report dated February 24, 1995 on
the consolidated financial statements of Central Newspapers, Inc.
and to the reference to us under the heading "Experts" in the
Registration Statement.
/s/ Geo. S. Olive & Co. LLC
Indianapolis, Indiana
July 6, 1995
