Registration No. 33-88810
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 amends the Registration Statement
on Form S-8 (the "Original Registration Statement") filed by American Publishing
Company on January 27, 1995 (File No. 33-88810). Effective July 18, 1995, in
connection with the reorganization of American Publishing Company, the name of
American Publishing Company was changed to Hollinger International Inc. The term
"Registrant," as used in this Post- Effective Amendment No. 1, shall mean
Hollinger International Inc., formerly American Publishing Company.
Effective prior to the date hereof, the shares of Common Stock
previously registered under the Original Registration Statement were issued or
issuable pursuant to stock options granted under the Hollinger International
Inc. 1994 Stock Option Plan (formerly the American Publishing Company 1994 Stock
Option Plan). Effective as of the date hereof, stock options in respect of the
following shares of the Registrant's Common Stock will be made under the terms
of the Hollinger International Inc. 1997 Stock Incentive Plan: (i) the shares of
the Registrant's Common Stock which were previously registered under the
Original Registration Statement but not, as of the date hereof, made subject to
outstanding stock options, and (ii) any shares of the Registrant's Common Stock
becoming available for regrant pursuant to the forfeiture, on or after the date
hereof, of previously awarded stock options.
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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 (previously filed).
23.1 Consent of KPMG Peat Marwick LLP
(previously filed).
23.2 Consent of Kirkpatrick & Lockhart LLP
(included in the Opinion previously filed
as Exhibit 5.1).
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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
Post-Effective Amendment No. 1 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 Office
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 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
- - -------------------- Executive Officer
Conrad M. Black 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
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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
/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
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/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 LLP as to the
legality of the shares
being registered
(previously filed).
23.1 Consent of KPMG Peat --
Marwick LLP (previously
filed).
23.2 Consent of Kirkpatrick & --
Lockhart LLP (included in
Opinion previously filed as
Exhibit 5.1).
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