GCI New Gannett Co Inc

As filed with the Securities and Exchange Commission on July 14, 2015

Registration No. 333-205321

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

GANNETT CO., INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		47-2390983
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7950 Jones Branch Drive, McLean, Virginia		22107-0910
(Address of registrant’s principal executive offices)		(Zip Code)

GANNETT CO., INC. 2015 OMNIBUS INCENTIVE COMPENSATION 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)

Copy to:

John C. Partigan, Esq.

Nixon Peabody LLP

799 9th Street, N.W.

Washington, D.C. 20001

(202) 585-8000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨		Smaller reporting company		¨

 

 

 

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EXPLANATORY STATEMENT

The 11,000,000 shares of the Registrant’s common stock, par value $.01 per share, registered on this registration statement on June 29, 2015 to be issued pursuant to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”) were expected to be taken from a reserve of treasury shares or open market purchases. Accordingly, an opinion of counsel regarding the validity of newly issued shares was not included in the filing. The Registrant has determined that it wants the ability to use newly issued shares. Accordingly, this amendment has been filed to: (i) include an opinion with respect to the validity of the shares as Exhibit 5.1 and (ii) update Item 8 and the exhibit index to reflect the filing of the opinion and the filing of a new consent of Ernst & Young LLP. Item 3 has also been updated. Other than as set forth above, no amendments have been made to the Form S-8 filed on June 29, 2015.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Registrant with the Commission, are incorporated in this registration statement by reference:

 

(1)

Registration Statement on Form 10 (Commission File No. 001-36874) initially filed on March 12, 2015, under the Exchange Act relating to the Common Stock of the Registrant, as amended by Amendment No. 1 on May 1, 2015, Amendment No. 2 on May 21, 2015, Amendment No. 3 on June 9, 2015 and Amendment No. 4 on June 12, 2015 (as amended, the “Form 10”);

 

(2)

Current Reports on Form 8-K filed with the Commission on June 18, 2015, June 19, 2015, June 22, 2015, and June 30, 2015; and

 

(3)

The description of the Registrant’s Common Stock contained in the Form 10 and the Registration Statement on Form S-3 (Commission File No. 333-205323) filed with the Commission on June 29, 2015.

All reports and other documents subsequently filed by the Registrant 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 which indicates that all securities offered hereby have been sold or which deregisters 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 to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be 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.

Item 4. Description of Securities.

Not applicable. The common stock of the Registrant is registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

 

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Item 6. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law (“DGCL”) permits the Registrant to indemnify any director or officer of the Registrant against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, incurred in defense of any action (other than an action by or in the right of the Registrant) arising by reason of the fact that he or she is or was an officer or director of the Registrant if he or she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 also permits the Registrant to indemnify any such officer or director against expenses incurred in an action by or in the right of the Registrant if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Registrant, except in respect of any matter as to which such person is adjudged to be liable to the Registrant. This statute requires indemnification of such officers and directors against expenses to the extent they may be successful in defending any such action. The statute permits the purchase of liability insurance by the Registrant on behalf of officers and directors, and the Registrant has purchased such insurance.

Section 6.1 of Article VI of the Registrant’s By-Laws requires indemnification to the fullest extent permitted under Delaware law of any person who is or was a director or officer of the Registrant who is or was involved or threatened to be made so involved in any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such person is or was serving as a director, officer or employee of the Registrant or any predecessor of the Registrant or was serving at the request of the Registrant as a director, officer or employee of any other enterprise.

Section 102(b)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as the Registrant, eliminating or limiting, with certain exceptions, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Article IX of the Registrant’s Certificate of Incorporation of the Registrant eliminates the liability of directors to the extent permitted by Section 102(b)(7) of the DGCL.

The foregoing statements are subject to the detailed provisions of Sections 145 and 102(b)(7) of the DGCL, Section 6.1 of Article VI of such By-Laws and Article IX of such Certificate of Incorporation, as applicable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The exhibits listed below represent a complete list of exhibits filed or incorporated by reference as part of this Registration Statement.

 

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Exhibit No.		Description
4.1		Form of Amended and Restated Certificate of Incorporation of Gannett SpinCo, Inc. (incorporated by reference to Exhibit 3.1 of Amendment No. 2 to Gannett’s Registration Statement on Form 10 filed on May 21, 2015, File No. 001-36874).
4.2		Form of Amended and Restated Bylaws of Gannett SpinCo, Inc. (incorporated by reference to Exhibit 3.2 of Amendment No. 2 to Gannett’s Registration Statement on Form 10 filed on May 21, 2015, File No. 001-36874).
*5.1		Legal Opinion of Nixon Peabody LLP.
*23.1		Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2		Consent of Nixon Peabody LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement).
*24.1		Power of Attorney.

 

*	Filed herewith.

Item 9. Undertakings.

 

(a)	The Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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 with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this 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.

 

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(b) The 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 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to existing provisions or arrangements whereby the Registrant may indemnify a director, officer or controlling person of the Registrant against liabilities arising under the Securities Act of 1933, or otherwise, the Registrant has been advised that, in the opinion of the 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 for 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 person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, 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

The Registrant. 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 post-effective amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of Virginia on July 14, 2015.

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to Registration Statement has been signed by the following persons in the capacities indicated on July 14, 2015.

 

Signature		Title
/s/ Robert J. Dickey		President, Chief Executive Officer and Director (Principal Executive Officer)
Robert J. Dickey
/s/ Alison Engel		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Alison Engel
/s/ Lori C. Locke		Controller (Principal Accounting Officer)
Lori C. Locke
*		Director, Chairman
John Jeffry Louis
*		Director
John E. Cody
*		Director
Tony A. Prophet
		Director
Lila Ibrahim
*		Director
Lawrence S. Kramer
		Director
Debra A. Sandler
		Director
Chloe R. Sladden

 

*     By:		/s/ Barbara W. Wall
		Barbara W. Wall, Attorney-in-Fact, pursuant to Powers of Attorney filed herewith

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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other person who administer the employee benefit plan) have duly caused this post-effective amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of Virginia on July 14, 2015.

 

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EXHIBIT INDEX

 

Exhibit No.		Exhibit
4.1		Form of Amended and Restated Certificate of Incorporation of Gannett SpinCo, Inc. (incorporated by reference to Exhibit 3.1 of Amendment No. 2 to Gannett’s Registration Statement on Form 10 filed on May 21, 2015, File No. 001-36874).
4.2		Form of Amended and Restated Bylaws of Gannett SpinCo, Inc. (incorporated by reference to Exhibit 3.2 of Amendment No. 2 to Gannett’s Registration Statement on Form 10 filed on May 21, 2015, File No. 001-36874).
*5.1		Legal Opinion of Nixon Peabody LLP.
*23.1		Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2		Consent of Nixon Peabody LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement).
*24.1		Power of Attorney.

 

*	Filed herewith.

Exhibit 5.1

799 9th Street NW

Suite 500

Washington, DC 20001-4501

202-585-8000

July 14, 2015

Gannett Co., Inc.

7950 Jones Branch Drive

McLean, Virginia 22107

Ladies and Gentlemen:

We have acted as counsel to Gannett Co., Inc., a Delaware corporation (the “Company”), in connection with a post-effective amendment to a registration statement on Form S-8, Registration No. 333-205321 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to a total of up to 11,000,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable under the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”).

In connection with this opinion, we have examined such corporate records and other documents (including the written document constituting the Plan, the Registration Statement and the Company’s amended and restated certificate of incorporation and bylaws), and have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinion expressed below.

As to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon certificates of, and information received from, the Company and/or representatives of the Company. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company and/or representatives of the Company and do not opine as to the accuracy of such factual matters. We also have relied, without investigation, upon certificates and other documents from, and conversations with, public officials.

In rendering this opinion, we have assumed, without investigation, the authenticity of any document or other instrument submitted to us as an original, the conformity to the originals of any document or other instrument submitted to us as a copy, the genuineness of all signatures on such originals or copies, and the legal capacity of natural persons who executed any such document or instrument at the time of execution thereof. We also have assumed that the Registration Statement will remain effective pursuant to the Securities Act at the time of issuance of the Common Stock under the Plan, and the Company will have received the required consideration for the issuance of the Common Stock at or prior to the issuance thereof under the Plan.

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Gannett Co., Inc. July 14, 2015 Page 2		NIXON PEABODY LLP ATTORNEYS AT LAW   NIXONPEABODY.COM @NIXONPEABODYLLP

 

Based upon and subject to the foregoing and the other qualifications and limitations contained herein, we are of the opinion that upon issuance and delivery pursuant to the terms and conditions set forth in the Registration Statement and the Plan, the Common Stock will be validly issued, fully paid and non-assessable.

Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any other jurisdiction other than the laws of the State of New York, the federal law of the United States of America and the General Corporation Law of the State of Delaware.

We hereby consent to the filing of a copy of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you or any other person, or to make any investigations, as to any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

Very truly yours,

/s/ Nixon Peabody LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Amendment No. 1 to Form S-8 pertaining to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan of our report dated March 12, 2015, with respect to the combined financial statements and schedule of Gannett Co., Inc. included in its Registration Statement on Form 10 for the years ended December 28, 2014, December 29, 2013, and December 30, 2012, initially filed with the Securities and Exchange Commission on March 12, 2015, as amended by Amendment No. 1 on May 1, 2015, as amended by Amendment No. 2 on May 21, 2015, as amended by Amendment No. 3 on June 9, 2015, and as amended by Amendment No. 4 on June 12, 2015.

/s/ Ernst & Young LLP

McLean, Virginia

July 14, 2015

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Dickey, Alison 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, this Registration Statement has been signed by the following persons in the capacities indicated on June 29, 2015.

 

Signature		Title
/s/ Robert J. Dickey		President, Chief Executive Officer and Director
Robert J. Dickey		(Principal Executive Officer)
/s/ Alison Engel		Senior Vice President and Chief Financial Officer
Alison Engel		(Principal Financial Officer)
/s/ Lori C. Locke		Controller (Principal Accounting Officer)
Lori C. Locke
/s/ John Jeffry Louis		Director, Chairman
John Jeffry Louis
/s/ John E. Cody		Director
John E. Cody
/s/ Tony A. Prophet		Director
Tony A. Prophet
		Director
Lila Ibrahim
/s/ Lawrence S. Kramer		Director
Lawrence S. Kramer
		Director
Debra A. Sandler
		Director
Chloe R. Sladden