Securities Registration: Employee Benefit Plan (s-8)
September 28 2017 - 3:36PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 28, 2017
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GANNETT
CO., INC.
(Exact
name of registrant as specified in its charter)
Delaware
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47-2390983
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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7950
Jones Branch Drive, McLean, Virginia
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22107-0910
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(Address
of registrant’s principal executive offices)
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(Zip
Code)
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GANNETT
CO., INC. 2015 401(K) SAVINGS PLAN
(Full
title of the Plan)
Barbara
W. Wall
Senior
Vice President and Chief Legal Officer
GANNETT
CO., INC.
7950
Jones Branch Drive
McLean,
Virginia 22107
(Name
and address of agent for service)
(703)
854-6000
(Telephone
number, including area code, of agent for service)
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
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☑
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
(Do
not check if a smaller reporting company)
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Smaller
reporting company
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☐
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Emerging
growth company
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☐
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title
of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate offering
price (3)
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Amount
of
registration
fee (3)
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Common
Stock, par value $0.01 per share
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11,000,000
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$8.28
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$91,080,000
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$10,557
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Interests
in the Gannett Co., Inc. 401(k) Savings Plan (4)
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(1)
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Represents
additional shares of common stock, par value $0.01 per share (the “Common Stock”),
of Gannett Co., Inc. (the “Company”) that may be offered or issued under
the Gannett Co., Inc. 401(k) Savings Plan (the “Plan”). Pursuant to Rule
416 under the Securities Act of 1933, as amended (the “Securities Act”),
this registration statement also covers an additional indeterminate number of shares
of Common Stock that may be offered or issued under the Plan by reason of stock splits,
stock dividends or similar transactions.
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(2)
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Represents
the average of the high and low prices per share of Common Stock as reported on The New
York Stock Exchange on September 25, 2017.
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(3)
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Computed
in accordance with Rule 457(h) and (c) under the Securities Act.
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(4)
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Pursuant
to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate
amount of plan interests to be offered or sold pursuant to the Gannett Co., Inc. 401(k)
Savings Plan. No registration fee is payable with respect to such interests, in accordance
with Rule 457(h)(2).
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EXPLANATORY
NOTE
The
Company is filing this registration statement on Form S-8 to register an additional 11,000,000 shares of Common Stock for issuance
pursuant to the employer stock fund under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the earlier
registration statement on Form S-8 related to the Plan filed on June 29, 2015 (File No. 333-205322) are incorporated herein by
reference except to the extent supplemented, amended or superseded by the information set forth herein.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
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Incorporation of Documents
by Reference.
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The
following documents, which the Company previously filed with the Commission, are incorporated into this registration statement
by reference:
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(1)
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The
Company’s Annual Report on Form 10-K for the fiscal year ended December 25, 2016;
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(2)
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The
Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 26,
2017 and June 25, 2017;
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(3)
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The
Company’s Current Reports on Form 8-K filed with the SEC on February 24, 2017,
May 11, 2017, June 6, 2017 and July 5, 2017; and
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(4)
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The
description of the Common Stock contained in the Company’s Registration Statement
on Form 10, as amended (File No. 001-36874).
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In
addition, all reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment indicating that all securities
offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or
deemed incorporated by reference herein shall be deemed modified or superseded for purposes of this registration statement to
the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration statement.
The
Company herewith files or incorporates by reference the exhibits identified below. In accordance with the terms of Item 8(a) of
Form S-8, no opinion of counsel as to the legality of the securities has been provided because the shares of Common Stock to be
issued pursuant to the Plan will be issued from the Company’s treasury or purchased in the open market.
Exhibit
No.
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Exhibit
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4.1
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Amended
and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3-1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 26, 2016).
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4.2
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Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit 3-1 to the Company’s Current Report on Form
8-K, filed by the Company with the SEC on February 24, 2016).
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23.1
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Consent
of Ernst & Young LLP, independent registered public accounting firm.
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24.1
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Power
of Attorney (included on signature page hereto).
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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 McLean, Commonwealth of Virginia on September 28, 2017.
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GANNETT
CO., INC.
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By:
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/s/
Barbara W. Wall
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Barbara
W. Wall
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Senior
Vice President and Chief Legal Officer
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Dickey, Alison K.
Engel and Barbara W. Wall, and each of them, his or her true and lawful attorney-in-fact and agent, with 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 amendments
to this Registration Statement, and to file the same, with all exhibits and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities indicated on September 28, 2017.
Signature
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Title
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/s/
Robert J. Dickey
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President,
Chief Executive Officer and Director
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Robert
J. Dickey
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(Principal
Executive Officer)
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/s/
Alison K. Engel
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Senior
Vice President, Chief Financial Officer and Treasurer
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Alison
K. Engel
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(Principal
Financial Officer)
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/s/
Lori C. Locke
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Vice
President and Controller (Principal Accounting Officer)
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Lori
C. Locke
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/s/
John Jeffry Louis
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Director,
Chairman
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John
Jeffry Louis
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/s/
Matthew W. Barzun
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Director
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Matthew
W. Barzun
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/s/
John E. Cody
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Director
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John
E. Cody
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/s/
Stephen W. Coll
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Director
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Stephen
W. Coll
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/s/
Donald E. Felsinger
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Director
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Donald
E. Felsinger
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Signature
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Title
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/s/
Lila Ibrahim
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Director
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Lila
Ibrahim
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/s/
Lawrence S. Kramer
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Director
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Lawrence
S. Kramer
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/s/
Tony A. Prophet
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Director
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Tony
A. Prophet
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/s/
Debra A. Sandler
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Director
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Debra
A. Sandler
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/s/
Chloe R. Sladden
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Director
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Chloe
R. Sladden
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EXHIBIT
INDEX
Exhibit
No.
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Exhibit
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4.1
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Amended
and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3-1 to the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 26, 2016).
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4.2
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Amended
and Restated Bylaws of the Company (incorporated by reference to Exhibit 3-1 to the Company’s Current Report on Form
8-K, filed by the Company with the SEC on February 24, 2016).
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23.1
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Consent
of Ernst & Young LLP, independent registered public accounting firm.
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24.1
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Power
of Attorney (included on signature page hereto).
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