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.
1994 STOCK OPTION PLAN
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 REGISTRATION
TO BE BE OFFERING AGGREGATE FEE
REGISTERED REGISTERED PRICE OFFERING
PER SHARE(1) PRICE
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Class A 15,000 shares $11.69 $175,350.00 $53.14
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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<PAGE>
EXPLANATORY NOTE
Hollinger International Inc.'s earlier Registration Statement on Form S-8
(the "Original Registration Statement"), filed with the Securities and Exchange
Commission on January 27, 1995, as amended by Post-Effective Amendment No. 1,
filed with the Securities and Exchange Commission on June 20, 1997 (File No.
33-88810), pertaining to the Hollinger International Inc. 1994 Stock Option Plan
and the Hollinger International Inc. 1997 Stock Incentive Plan, is incorporated
herein by reference. This incorporation is made pursuant to General Instruction
E of Form S-8 regarding the registration of additional securities of the same
class as other securities for which there has been filed a Registration
Statement on Form S-8 relating to the same employee benefit plan.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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).
II - 1
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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 thereof.
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 June 20, 1997
Conrad M. Black Executive Officer
and Director
(Principal Executive
Officer)
/s/ F. David Radler President, Chief June 20, 1997
Operating Officer
- --------------------- and Director
F. David Radler
/s/ J.A. Boultbee Vice President and June 20, 1997
Chief Financial
- --------------------- Officer (Principal
J.A. Boultbee Financial Officer)
/s/ Frederick A. Creasey Group Corporate June 20, 1997
Controller
- --------------------- (Principal
Frederick A. Creasey Accounting Officer)
/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
II-2
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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, 1997
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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
II - 3
<PAGE>
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 & 7
Lockhart LLP, as to the
legality of the shares
being registered.
23.1 Consent of KPMG Peat 8
Marwick LLP.
23.2 Consent of Kirpatrick &
Lockhart LLP (included
in Opinion filed as
Exhibit 5.1).
24.1 Power of Attorney (set 4
forth on the signature
page of this
Registration Statement).
II - 4
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., a Delaware corporation
(the "Company"), in connection with 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 15,000 shares of Class A Common Stock of the Company, par value $.01
per share (the "Shares"), which may be issued by the Company upon the exercise
of options granted 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
Bylaws, as amended. 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
