Delaware
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38-3910250
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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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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered (1)(2)
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Proposed
Maximum
Offering Price
Per Share (3)
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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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22,850,401 shares
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$4.40
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$100,541,764.40
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$13,050.32
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(1) |
This Registration Statement covers the issuance of an aggregate of 22,850,401 shares of common stock, par value $0.01 per share (“Company Common Stock”), of Gannett Co., Inc., a Delaware corporation (formerly known as New
Media Investment Group Inc.) (the “Company”).
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(2) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares that may become issuable under the Plans by reason of
certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the
registrant’s outstanding shares of Company Common Stock.
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(3) |
Estimated pursuant to Rules 457(c) and (h) under the Securities Act, solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Company Common Stock, as reported on the
New York Stock Exchange on February 28, 2020.
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Item 1. |
Plan Information.*
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Item 2. |
Registrant Information and Employee Plan Annual Information.
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Item 3. |
Incorporation of Documents by Reference.
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• |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
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• |
The Company’s Current Reports on Form 8-K filed on January 8, 2020, January 15, 2020 and February 27, 2020
(other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act).
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• |
The description of Company Common Stock contained in the Company’s registration statement on Form 8-A, filed with the SEC on January
28, 2014, including any subsequently filed amendments and reports updating such descriptions.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed August 2, 2018).
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 20, 2019).
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 20, 2019).
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Gannett Co., Inc. 2020 Omnibus Incentive Compensation Plan, adopted as of February 26, 2020 (incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on
March 2, 2020).
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2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 4.1 to Legacy Gannett’s Registration Statement on Form S-3, filed on June 29, 2015).
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Amendment No. 1 to 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed on May 11, 2017).
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Amendment No. 2 to 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed on May 9, 2018).
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality.
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
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Consent of Ernst & Young LLP, independent registered public accounting firm of the Company.
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Power of Attorney (included on the signature pages hereto).
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Item 9. |
Undertakings.
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental
change in the information set forth in this 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 SEC pursuant to Rule 424(b) promulgated under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
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(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.
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(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 undersigned 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
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.
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(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 the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the SEC 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 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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GANNETT CO., INC.
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By:
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/s/ Michael E. Reed
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Name:
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Michael E. Reed
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Title:
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Michael E. Reed
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Chief Executive Officer and Director
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March 2, 2020 | ||
Michael E. Reed |
(Principal Executive Officer)
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/s/ Alison Engel
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Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
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March 2, 2020
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Alison Engel
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/s/ Theodore P. Janulis
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Director
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March 2, 2020
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Theodore P. Janulis
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/s/ Kevin Sheehan
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Director
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March 2, 2020
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Kevin Sheehan
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Director
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Laurence Tarica
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/s/ Mayur Gupta
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Director
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March 2, 2020
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Mayur Gupta
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Director
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Maria Miller
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/s/ John Jeffry Louis
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Director
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March 2, 2020
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John Jeffry Louis
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Director
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Debra Sandler
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/s/ Barbara Wall
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Director
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March 2, 2020
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Barbara Wall
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Re:
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Gannett Co., Inc.
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Registration Statement on Form S-8 |
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(a) |
the Registration Statement in the form filed with the Commission on the date hereof;
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(b) |
an executed copy of a certificate of Ivy Hernandez, Secretary of the Company, dated the date hereof (the
“Officer’s Certificate”);
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(c) |
a copy of the Legacy New Media Plan, certified pursuant to the Officer’s Certificate;
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(d) |
a copy of the Legacy Gannett Plan, certified pursuant to the Officer’s Certificate;
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(e) |
a copy of the Amended and Restated Certificate of Incorporation of the Company, as amended to date and currently in effect (the “Amended and Restated Certificate of Incorporation”), certified by the Secretary
of the State of the State of Delaware as of March 2, 2020, and certified pursuant to the Officer’s Certificate;
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(f) |
a copy of the Amended and Restated Bylaws of the Company, as amended to date and currently in effect (the “Amended and Restated Bylaws”), certified pursuant to the Officer’s Certificate; and
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(g) |
a copy of certain resolutions of the Board of Directors of the Company adopted on February 26, 2020, and relating to the Plans, the filing of the Registration Statement and certain related matters, certified
pursuant to the Officer’s Certificate.
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Very truly yours,
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/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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