Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HOLLINGER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 93-3518892
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
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401 NORTH WABASH AVENUE 60611
CHICAGO, ILLINOIS (Zip Code)
(Address of principal
executive offices)
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HOLLINGER INTERNATIONAL INC.
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
KENNETH L. SEROTA, ESQ.
VICE PRESIDENT-LAW AND FINANCE AND SECRETARY
HOLLINGER INTERNATIONAL INC.
401 NORTH WABASH AVENUE
CHICAGO, IL 60601
(Name and address of agent for service)
(312) 321-2299
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO MAXIMUM MAXIMUM REGIS-
TO BE BE OFFERING AGGREGATE TRATION
REGISTERED REGISTERED PRICE PER OFFERING PRICE FEE
SHARE(1)
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Class A 5,275,655 shares $11.69 $61,672,406.95 $18,741.75
Common
Stock, par
value $.01
per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for Hollinger International Inc.'s Class A Common Stock
reported on the New York Stock Exchange Composite Tape on June 17, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Hollinger International Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference into this Registration Statement: (i) Amendment No. 1
on Form 10-Q/A to the Company's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1996, (ii) the Company's Annual Report on Form 10-K
for the year ended December 31, 1996, (iii) the Company's Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 1997, (iv) the Company's
Current Reports on Form 8-K or 8-K/A dated December 11, 1996, January 7, 1997,
February 26, 1997, March 18, 1997 and April 28, 1997, and (v) the description of
the Company's Common Stock contained in the Company's Registration Statement on
Form S-3 (File No. 333-06619), including all amendments and reports 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 Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the Hollinger International Inc. 1997 Stock Incentive
Plan (the "Plan") meeting the requirements of Section 10(a) of the Securities
Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement
is registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation provides that no
director of the Registrant will be personally liable to the Registrant or any of
its stockholders for monetary damages arising from the director's breach of the
duty of care as a director, with certain limited exceptions.
Pursuant to the provisions of Section 145 of the Delaware General
Corporation Law, every Delaware corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that he is
or was a director, officer, employee or agent of any corporation, partnership,
joint venture, trust or other enterprise, against any and all expenses,
judgments, fines and amounts paid in settlement and reasonably incurred in
connection with such action, suit or proceeding. The power to indemnify
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applies only if such person acted in good faith and in a manner he reasonably
believed to be in the best interest or not opposed to the best interest, of the
corporation and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The power to indemnify applies to actions brought by or in the right of
the corporation as well, but only to the extent of defense and settlement
expenses and to any satisfaction of a judgment or settlement of the claim
itself, and with the further limitation that in such actions no indemnification
shall be made in the event of any adjudication or liability unless the court, in
its discretion, believes that in light of all the circumstances indemnification
should apply.
To the extent of any of the persons referred to in the two immediately
preceding paragraphs is successful in the defense of the actions referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.
The Registrant's Restated Certificate of Incorporation and Amended and
Restated Bylaws provide for indemnification to officers and directors of the
Registrant to the fullest extent permitted by the Delaware General Corporation
Law.
The Registrant maintains a policy of liability insurance which insures
its officers and directors against losses resulting from certain wrongful acts
committed by them in their capacity as officers and directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Inapplicable.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
4.1 Restated Certificate of Incorporation of Hollinger
International Inc. (incorporated by reference to
Exhibit 3.1 to the Registrant's Current Report on Form
8-K dated October 13, 1995 and to Exhibit 3.01 to the
Registrant's Registration Statement on Form S-3 (File
No. 333-06619)).
4.2 Amended and Restated Bylaws (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 33-74980)).
5.1 Opinion of Kirkpatrick & Lockhart LLP, as to the
legality of the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kirkpatrick & Lockhart LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent 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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange 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 thereto.
* * *
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
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person in connection with the securities being registered, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Chicago, State of Illinois, on this 20th day of
June, 1997.
HOLLINGER INTERNATIONAL INC.
By: /s/ Conrad M. Black
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Conrad M. Black
Chairman of the Board and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints either Kenneth L. Serota or J.A. Boultbee
his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with all exhibits thereto, and
other documentation 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 to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
/s/ Conrad M. Black Chairman of the Board, Chief
- --------------------- Executive Officer and Director June 20, 1997
Conrad M. Black (Principal Executive Officer)
/s/ F. David Radler President, Chief Operating June 20, 1997
- -------------------- Officer and Director
F. David Radler
/s/ J.A. Boultbee Vice President and Chief June 20, 1997
Financial Officer (Principal
- --------------------- Financial Officer)
J.A. Boultbee
/s/ Frederick A. Creasey Group Corporate Controller June 20, 1997
(Principal Accounting Officer)
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Frederick A. Creasey
/s/ Barbara Amiel Black Director June 20, 1997
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Barbara Amiel Black
/s/ Dwayne O. Andreas Director June 20, 1997
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Dwayne O. Andreas
/s/ Richard Burt Director June 20, 1997
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Richard Burt
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/s/ Raymond G. Chambers Director June 20, 1997
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Raymond G. Chambers
/s/ Daniel W. Colson Director June 20, 199
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Daniel W. Colson
/s/ Henry A. Kissinger Director June 20, 1997
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Henry A. Kissinger
/s/ Marie-Josee Kravis Director June 20, 1997
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Marie-Josee Kravis
/s/ Shmuel Meitar Director June 20, 1997
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Shmuel Meitar
/s/ Richard N. Perle Director June 20, 1997
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Richard N. Perle
/s/ Robert S. Strauss Director June 20, 1997
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Robert S. Strauss
/s/ Alfred Taubman Director June 20, 1997
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Alfred Taubman
/s/ James R. Thompson Director June 20, 1997
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James R. Thompson
/s/ Lord Weidenfeld Director June 20, 1997
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Lord Weidenfeld
/s/ Leslie H. Wexner Director June 20, 1997
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Leslie H. Wexner
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER
4.1 Restated Certificate of --
Incorporation of Hollinger
International Inc. (incorporated by
reference to Exhibit 3.1 to the
Registrant's Current Report on Form
8-K dated October 13, 1995 and to
Exhibit 3.01 to the Registrant's
Registration Statement on Form S-3
(File No. 333-06619)).
4.2 Amended and Restated Bylaws --
(incorporated by reference to
Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1
(File No. 33-74980)).
5.1 Opinion of Kirkpatrick & Lockhart 9
LLP as to the legality of the shares
being registered.
23.1 Consent of KPMG Peat Marwick LLP. 10
23.2 Consent of Kirkpatrick & Lockhart --
LLP (included in Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set forth on the 6
signature page of this Registration
Statement).
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Exhibit 5.1
June 20, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.
Ladies and Gentlemen:
We are counsel to Hollinger International Inc. (the "Company") with
respect to the Company's Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission relating to
the registration under the Securities Act of 1933, as amended, of 5,275,655
shares of Class A Common Stock of the Company, par value $.01 per share (the
"Shares"), which may be issued by the Company pursuant to the Hollinger
International Inc. 1997 Stock Incentive Plan (the "Plan").
We are familiar with the Registration Statement and the Plan, and have
examined the Company's Restated Certificate of Incorporation and the Company's
Amended and Restated Bylaws. We have also examined such other public and
corporate documents, certificates, instruments and corporate records, and such
questions of law, as we have deemed necessary or appropriate for the purposes of
this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and will, when issued upon the exercise of options in accordance
with the provisions of the Plan, be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Hollinger International Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Hollinger International Inc. of our report dated February 28,
1997, relating to the consolidated balance sheets of Hollinger
International Inc. and subsidiaries as of December 31, 1996 and 1995, and
the related consolidated statements of operations, stockholders' equity and
cash flows for each of the years in the three-year period ended December
31, 1996, which report appears in the December 31, 1996 annual report on
Form 10-K of Hollinger International Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
June 19, 1997
