As filed with the Securities and Exchange Commission on May 18, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VALASSIS COMMUNICATIONS, INC.
(Exact Name of Issuer as Specified in its Charter)
Delaware 38-2760940
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
19975 Victor Parkway
Livonia, Michigan 48152
(Address of Principal Executive Offices, Zip Code)
VALASSIS COMMUNICATIONS, INC. 1992 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
Barry P. Hoffman Telephone number,
Valassis Communications, Inc. including area code,
19975 Victor Parkway of Agent for Service:
Livonia, Michigan 48152 (313) 591-3000
(Name and Address of Agent for Service)
Copies to:
Mark Thoman, Esq.
McDermott, Will & Emery
50 Rockefeller Plaza
New York, New York 10020
(212) 547-5400
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price Fee
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Common Stock, par value 750,000 $36.66 $27,492,188 $8,110
$0.01 share Shares
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(1) An undetermined number of additional shares may be issued if the anti-
dilution adjustment provisions of the plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) under the Securities Act of 1933 on
the basis of the average of the high and low prices of the Common Stock
as reported on the New York Stock Exchange on May 12, 1998.
<PAGE> 1
The contents of the Registration Statements on Form S-8 (Registration No.
33-59670 and Registration No. 333-00022) filed by Valassis Communications,
Inc. (the "Company") with the Securities and Exchange Commission on March 17,
1993 and January 3, 1996, respectively to register common stock to be issued
pursuant to the Valassis Communications, Inc. 1992 Long-Term Incentive Plan
(the "Long-Term Incentive Plan") and the Valassis Communications,Inc. Non-
Employee Directors' Stock Compensation Plan are hereby incorporated herein by
reference. This Registration Statement is being filed to increase the number
of shares registered pursuant to the Long-Term Incentive Plan by 750,000 shares.
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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 Livonia, State of Michigan, on the
13th day of May, 1998.
VALASSIS COMMUNICATIONS, INC.
By:/s/ David A. Brandon
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David A. Brandon
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
David A. Brandon, Robert L. Recchia and Barry P. Hoffman, and each of them,
with full power of substitution and full power to act without the other, his
or her true and lawful attorney-in-fact and agent in his or her name, place
and stead, to execute in the name and on behalf of such person, individually
and in each capacity stated below, and to file any and all post-effective
amendments.
Pursuant to the requirements of the Security Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
SIGNATURE TITLE DATED
- --------- ----- -----
/s/ David A. Brandon Chairman of the Board of May 13, 1998
- ---------------------- Directors, Chief Executive Officer,
David A. Brandon President and Director (Principal
Executive Officer)
/s/ Mark C. Davis Director May 13, 1998
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Mark C. Davis
/s/ Jon M. Huntsman, Jr. Director May 13, 1998
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Jon M. Huntsman, Jr.
/s/ Larry L. Johnson Director May 13, 1998
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Larry L. Johnson
/s/ Brian M. Powers Director May 15, 1998
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Brian M. Powers
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/s/ Robert L. Recchia Chief Financial Officer, Treasurer May 13, 1998
- ------------------------- and Director (Chief Financial and
Robert L. Recchia Accounting Officer)
/s/ Alan F. Schultz Director May 13, 1998
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Alan F. Schultz
/s/ Faith Whittlesey Director May 13, 1998
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Faith Whittlesey
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EXHIBIT INDEX
Exhibit Number Description
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4.1 The Company's Restated Certificate of Incorporation
(incorporated herein by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-45189)).
4.2 The Company's Amended and Restated By-Laws (incorporated
herein by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1 (Registration No.
33-45189)).
5.1 Opinion (including consent) of McDermott, Will & Emery as
to the legality of the securities being offered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Ernst & Young LLP.
23.3 Consent of McDermott, Will & Emery (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page).
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EXHIBIT 5.1
May 15, 1998
Valassis Communications, Inc.
19975 Victor Parkway
Livonia, Michigan 48152
Re: 750,000 Shares of Common Stock, $0.01 Par Value (the "Common
Stock") To Be Issued pursuant To The Valassis Communications, Inc.
1992 Long-Term Incentive Plan, as amended (the "Plan")
Dear Ladies and Gentlemen:
We have acted as counsel for Valassis Communications, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration
under the Securities Act of 1933, as amended, of 750,000 shares of Common
Stock to be issued pursuant to the Plan.
In arriving at the opinions expressed below we have examined the
Registration Statement, the Plan, and such other documents as we have deemed
necessary to enable us to express the opinions hereinafter set forth. In
addition, we have examined and relied, to the extent we deemed proper, on
certificates of officers of the Company as to factual matters, on the
originals or copies certified or otherwise identified to our satisfaction of
all such corporate records of the Company and such other instruments and
certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies, and the genuineness of
all signatures on documents reviewed by us and the legal capacity of natural
persons.
Based upon and subject to the foregoing, we are of the opinion that
the Common Stock, when sold and issued in accordance with the terms of the
Plan and the Registration Statement, will be duly authorized, legally issued,
fully paid and non-assessable.
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Valassis Communication, Inc.
May 15, 1998
Page 2
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Valassis Communications, Inc. on Form S-8 of our report dated February 10,
1998, appearing in the Annual Report on Form 10-K of Valassis Communications,
Inc. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Detroit, Michigan
May 18, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Valassis Communications, Inc. 1992 Long-Term
Incentive Plan of our report dated February 10, 1997, with respect to the
1996 and 1995 consolidated financial statements and schedule of Valassis
Communications, Inc. included in the Annual Report (Form 10-K) of Valassis
Communications, Inc. for the year ended December 31, 1997.
ERNST & YOUNG LLP
Detroit, Michigan
May 15, 1998
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