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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/12/21 Gannett Co., Inc. S-8 POS 1/12/21 3:204K Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: S-8 POS Post-Effective Amendment of a Form S-8 HTML 58K Registration 2: EX-5.2 Opinion of Counsel re: Legality HTML 11K 3: EX-23.3 Consent of Expert or Counsel HTML 5K
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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☐
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Accelerated filer
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☒
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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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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
Registered |
Proposed Maximum Offering Price per Share
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration Fee |
Common Stock, par value $0.01 per share
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--(1)
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--(1)
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--(1)
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--(1)
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Item 3. |
• |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 2, 2020.
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• |
The Company’s Quarterly Reports on Form 10-Q filed on May 7, 2020, August 6, 2020 and November
3, 2020.
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• |
The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed on April 28, 2020, that
are incorporated by reference into Part III of the 2019 Form 10-K.
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• |
The Company’s Current Reports on Form 8-K filed on January 8, 2020, April 1, 2020, April 6, 2020, April 7, 2020, June 9, 2020, June 18, 2020, August
6, 2020, September 8, 2020, November 18,
2020, December 22, 2020 and December 28, 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 description.
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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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Exhibit No.
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Description
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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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Certificate of Designation of Series A Junior Participating Preferred Stock of Gannett Co., Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K,
filed on April 7, 2020).
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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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Amendment No. 1 to 2020 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 28, 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 (incorporated herein by reference to Exhibit 5.1 to the Company’s Registration Statement on Form S-8 (File No. 333-236867)
filed on March 3, 2020).
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Opinion of Harter Secrest & Emery 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 Harter Secrest & Emery LLP (included in Exhibit 5.2).
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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 to the Company’s Registration Statement on Form S-8 (File No. 333-236867) filed on March 3, 2020).
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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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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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(Principal Executive Officer)
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/s/ Douglas E. Horne
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Chief Financial Officer and Chief Accounting Officer
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(Principal Financial Officer and Principal Accounting Officer)
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*/s/ Theodore P. Janulis
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Director
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*/s/ John Jeffry Louis
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Director
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Director
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Maria Miller
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Director
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Debra Sandler
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*/s/ Kevin Sheehan
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Director
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Director
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Laurence Tarica
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*/s/ Barbara Wall
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Director
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*
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By:
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/s/ Michael E. Reed
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Attorney-in-Fact
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This ‘S-8 POS’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / Effective on: | 1/12/21 | SC 13D/A | ||
12/28/20 | 8-K | |||
12/23/20 | ||||
12/21/20 | 8-K | |||
4/7/20 | 3, 4, 8-A12B, 8-K, SC 13G/A | |||
3/3/20 | 4/A, S-8 | |||
3/2/20 | 10-K | |||
2/26/20 | ||||
12/31/19 | 10-K, 11-K, 4 | |||
11/20/19 | 8-K, CORRESP, S-8 POS | |||
11/19/19 | 3, 4, 4/A | |||
8/5/19 | 8-K | |||
8/2/18 | 10-Q, 8-K | |||
5/9/18 | ||||
5/11/17 | ||||
6/29/15 | 3 | |||
List all Filings |