As filed with the Securities and Exchange Commission on March 26, 2019

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   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 DEFERRED COMPENSATION PLAN

(Full title of the Plan)

Barbara W. Wall

Senior Vice President, Interim Chief Operating Officer 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   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

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

 

 

Title of securities

to be registered

 

Amount

to be

registered

 

Proposed

maximum

offering price

per share

 

Proposed

maximum

aggregate

offering price

 

Amount of

registration fee

Common Stock, par value $0.01 per share

  400,000 (1)   $10.70 (2)   $4,280,000 (2)   $519   (2)

Deferred Compensation Obligations

  $3,000,000 (3)   100% (3)   $3,000,000 (3)   $364 (3)

 

 

(1)

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. 2015 Deferred Compensation 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.

(2)

Estimated pursuant to Rule 457(h) and (c) solely for purposes of calculating the registration fee based on the average of the high and low prices per share of Common Stock as reported on The New York Stock Exchange on March 19, 2019.

(3)

Represents unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan.

 

 

 

EXPLANATORY NOTE

The Company is filing this registration statement on Form S-8 to register an additional 400,000 shares of Common Stock that may be offered or issued under the Plan and an additional $3,000,000 of unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of 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. 333-205320) 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. Incorporation of Documents by Reference.

The following documents, which the Company previously filed with the Commission, are incorporated into this registration statement by reference:

 

  (1)

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018;

 

  (2)

The Company’s Current Reports on Form 8-K filed with the SEC on January 7, 2019, January 11, 2019, January 18, 2019, January 31, 2019, February 4, 2019 and March 18, 2019; and

 

  (3)

The description of the Common Stock contained in the Company’s Registration Statement on Form 10, as amended (File No. 001-36874).

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.

Item 5. Interests of Named Experts and Counsel.

The legality of the shares of Common Stock covered by this registration statement has been passed upon by Barbara W. Wall, the Company’s Senior Vice President, Interim Chief Operating Officer and Chief Legal Officer. As of March 21, 2019, Ms. Wall beneficially owned 49,291 shares of Common Stock.

Item 8. Exhibits.

The Company herewith files or incorporates by reference the exhibits identified below:

 

Exhibit
No.

  

Exhibit

  4.1    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).
  4.2    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 December 14, 2017).
10.1    2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (Incorporated by reference to Exhibit 10-8 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.).

Exhibit
No.

  

Exhibit

10.2    Amendment No.  1 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (Incorporated by reference to Exhibit 10-2 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 6, 2017.).
10.3    Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Pre-2005  Deferrals (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on August 1, 2018.).
10.4    Amendment No.  3 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (Incorporated by reference to Exhibit 10-4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.).
10.5    2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (Incorporated by reference to Exhibit 10-9 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 30, 2015.).
10.6    Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (Incorporated by reference to Exhibit 10-1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on December 2, 2016.).
10.7    Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (Incorporated by reference to Exhibit 10-1 to the Company’s Current Report on Form 8-K, filed by the Company with the SEC on June 6, 2017.).
10.8    Amendment No.  3 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on August  1, 2018.).
10.9    Amendment No. 4 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (Incorporated by reference to Exhibit 10-2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018.).
10.10    Amendment No. 5 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (Incorporated by reference to Exhibit 10-21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.).
  5.1    Opinion of Barbara W. Wall, Chief Legal Officer.
23.1    Consent of Barbara W. Wall, Chief Legal Officer (included in Exhibit 5.1).
23.2    Consent of Ernst & Young LLP, independent registered public accounting firm.
24.1    Power of Attorney (included on signature page hereto).

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 March 26, 2019.

 

GANNETT CO., INC.
By:   /s/ Barbara W. Wall
  Barbara W. Wall
  Senior Vice President, Interim Chief Operating Officer and Chief Legal Officer

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 March 26, 2019.

 

Signature

  

Title

/s/ Robert J. Dickey

Robert J. Dickey

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Alison K. Engel

Alison K. Engel

  

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Lori C. Locke

Lori C. Locke

   Controller (Principal Accounting Officer)

/s/ John Jeffry Louis

John Jeffry Louis

   Director, Chairman

/s/ John E. Cody

John E. Cody

   Director

/s/ Stephen W. Coll

Stephen W. Coll

   Director

/s/ Donald E. Felsinger

Donald E. Felsinger

   Director

Signature

  

Title

/s/ Lila Ibrahim

Lila Ibrahim

   Director

/s/ Lawrence S. Kramer

Lawrence S. Kramer

   Director

/s/ Tony A. Prophet

Tony A. Prophet

   Director

/s/ Debra A. Sandler

Debra A. Sandler

   Director

/s/ Chloe R. Sladden

Chloe R. Sladden

   Director

Exhibit 5.1

 

LOGO

March 26, 2019

Board of Directors

Gannett Co., Inc.

7950 Jones Branch Drive

McLean, VA 22107-0150

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

In my capacity as Chief Legal Officer, I have acted as counsel to Gannett Co., Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the proposed offering of up to 300,000 newly issued shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Shares”), all of which shares are issuable pursuant to the Gannett Co., Inc. 2015 Deferred Compensation Plan, as amended (the “Plan”). This opinion letter is furnished to you to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, I have examined copies of such agreements, instruments and documents as I have deemed an appropriate basis on which to render the opinions hereinafter expressed. In my examination of the aforesaid documents, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to me, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to me as copies (including telecopies). As to all matters of fact, I have relied on the representations and statements of fact made in the documents so reviewed, and have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. I express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, I am of the opinion that following the (i) effectiveness of the Registration Statement, (ii) issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by the Company of the consideration for the Shares specified in the applicable resolutions of the Board of Directors (or duly authorized committee thereof) and the Plan, the Shares will be validly issued, fully paid, and nonassessable.

I consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not thereby admit that I am an “expert” within the meaning of the Act.

Best regards,

 

/s/ Barbara W. Wall
Barbara W. Wall
Senior Vice President and Chief Legal Officer

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Deferred Compensation Plan of Gannett Co., Inc. of our reports dated February 27, 2019, with respect to the consolidated financial statements of Gannett Co., Inc. and the effectiveness of internal control over financial reporting of Gannett Co., Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Tysons, Virginia

March 26, 2019