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Pulitzer Inc – ‘S-8 POS’ on 4/30/99

As of: Friday, 4/30/99 · Effective: 4/30/99 · Accession #: 950124-99-2866 · File #: 333-75697

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/30/99  Pulitzer Inc                      S-8 POS     4/30/99    3:38K                                    Bowne - Bde

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     8     37K 
 2: EX-4.2      Pulitzer Inc. 1999 Stock Option Plan                   5     27K 
 3: EX-23.1     Consent of Deloitte & Touche                           1      5K

S-8 POS — Post-Effective Amendment to an S-8
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Calculation of Registration Fee Description of Securities Exemption From Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Undertakings
1	1st Page - Filing Submission
"	Calculation of Registration Fee
3	Item 3. Incorporation of Documents by Reference
"	Item 4. Description of Securities
"	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
5	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
"	Item 9. Undertakings

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  As filed with the Securities and Exchange Commission on April 30, 1999
Registration No. 333 - 75697    

================================================================================

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

  ------------

 PULITZER INC.
 (Exact name of registrant as specified its charter)

DELAWARE                                      43-1819711    
(State or other jurisdiction of            (I.R.S. Employer Identification No.) 
incorporation or organization)                                                  

900 NORTH TUCKER BOULEVARD
 ST. LOUIS, MISSOURI 63101
 (Address, including zip code, of principal executive offices)

 PULITZER INC.
 1999 EMPLOYEE STOCK PURCHASE PLAN

 PULITZER INC.
1999 KEY EMPLOYEES' RESTRICTED
 STOCK PURCHASE PLAN

 PULITZER INC.
1999 STOCK OPTION PLAN
 (Full title of the plans)

  ------------

 RONALD H. RIDGWAY
 PULITZER INC.
900 NORTH TUCKER BOULEVARD
 ST. LOUIS, MISSOURI 63101
(314) 340-8000
 (Name, address and telephone number, including area code,
 of agent for service)

  ------------
Copies of all communications, including all communications sent to
the agent for service, should be sent to: 

 RICHARD A. PALMER, ESQ.
 FULBRIGHT & JAWORSKI L.L.P.
666 FIFTH AVENUE
NEW YORK, NEW YORK 10103
(212) 318-3000
 FACSIMILE: (212) 752-5958

  ------------

 CALCULATION OF REGISTRATION FEE
 -------------------------------

                                                        [Enlarge/Download Table]

                                                     PROPOSED MAXIMUM        PROPOSED MAXIMUM                              
TITLE OF SECURITIES TO BE        AMOUNT TO BE        OFFERING PRICE PER      AGGREGATE OFFERING PRICE      AMOUNT OF       
REGISTERED                       REGISTERED(1)       SHARE(2)                (2)                           REGISTRATION FEE
-------------------------        -------------       ------------------      ------------------------      ----------------
                                                                                                                           
COMMON STOCK, $.01 PAR VALUE         300,000           $40.81                  $ 12,243,000.00             $ 3,403.55      
(3)                                                                                                                        
COMMON STOCK, $.01 PAR VALUE         500,000           $40.81                  $ 20,405,000.00             $ 5,672.59      
(4)                                                                                                                        
COMMON STOCK, $.01 PAR VALUE       3,000,000           $40.81                  $122,430,000.00             $34,035.54      
(5)                                                                                                                        
TOTAL                              3,800,000           $40.81   TOTAL:         $155,078,000.00             $43,111.68      
===========================================================================================================================

(1)    PLUS SUCH ADDITIONAL INDETERMINABLE NUMBER OF SHARES AS MAY BE REQUIRED  
  PURSUANT TO THE PULITZER INC. 1999 EMPLOYEE STOCK PURCHASE PLAN, THE
   PULITZER INC. 1999 KEY EMPLOYEES' RESTRICTED STOCK PURCHASE PLAN, AND
THE PULITZER INC. 1999 STOCK OPTION PLAN IN THE EVENT OF A STOCK  
    DIVIDEND, STOCK SPLIT, RECAPITALIZATION OR OTHER SIMILAR CHANGE IN THE
COMMON STOCK.                                                     

(2)    THE PRICE IS ESTIMATED IN ACCORDANCE WITH RULE 457(H)(1) UNDER THE       
       SECURITIES ACT OF 1933, AS AMENDED, SOLELY FOR THE PURPOSE OF CALCULATING
     THE REGISTRATION FEE, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES
   PER SHARE OF COMMON STOCK AS REPORTED ON THE NEW YORK STOCK EXCHANGE,
INC. ON MARCH 31, 1999.                                           

(3)    REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK UNDER THIS REGISTRATION  
      STATEMENT THAT MAY BE ISSUED UNDER THE PULITZER INC. 1999 EMPLOYEE STOCK
PURCHASE PLAN.                                                    
(4)    REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK UNDER THIS REGISTRATION  
      STATEMENT THAT MAY BE ISSUED UNDER THE PULITZER INC. 1999 KEY EMPLOYEES'
RESTRICTED STOCK PURCHASE PLAN.                                   
(5)    REPRESENTS THE NUMBER OF SHARES OF COMMON STOCK UNDER THIS REGISTRATION  
    STATEMENT THAT MAY BE ISSUED UNDER THE PULITZER INC. 1999 STOCK OPTION
PLAN.                                                             

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PART I

     In accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission"), the documents containing the information called  
for in Part I of Form S-8 will be sent or given to individuals who participate  
in the Pulitzer Inc. 1999 Employee Stock Purchase Plan, the Pulitzer Inc. 1999  
Key Employees' Restricted Stock Purchase Plan and/or the Pulitzer Inc. 1999     
Stock Option Plan, as the case may be, adopted by Pulitzer Inc. (the "Company"  
or the "Registrant") and are not being filed with or included in this Form S-8. 

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 PART II

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE                       

 The following documents filed by the Company are incorporated herein by
reference:                                                                      

                (i)  The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.                                                   

                (ii) The description of the Company's Common Stock contained
in its Registration Statement on Form 10 (File No. 1-14541), as amended.        

In addition to the foregoing, all 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 of the securities offered hereunder have been sold
or deregistering all securities then remaining unsold, shall be deemed to be    
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is 
also 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.                             

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL                        

            The legality of the Common Stock offered hereby has been
passed on for the Company by Fulbright & Jaworski L.L.P., 666 Fifth Avenue, New 
York, New York 10103. William Bush, a partner of such firm, is a director of the
Company.                                                                        

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS                     

              Section 145 of the General Corporation Law of the State of
Delaware grants corporations the power to indemnify their directors, officers,  
employees and agents in accordance with the provisions set forth therein.       

                  Article XI of the Company Charter provides for indemnification
of directors, officers, employees and agents of the Company to the fullest      
extent provided by law. The Company currently maintains directors' and officers'
liability insurance. Sections 1, 2 and 11 of Article XI include the basic       
indemnification provisions and provide as follows:                              

      (1) Action Not By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party  
to any threatened, pending or completed                                         

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action, suit or proceeding, whether civil, criminal, administrative or          
investigative (other than an action by or in the right of the Corporation) by   
reason of the fact that the person is or was a director, officer, employee or   
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,  
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably  
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be 
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the       
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did  
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the     
person's conduct was unlawful.                                                  

  (2) Action By or on Behalf of Corporation. The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party  
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that the   
person is or was a director, officer, employee or agent of the Corporation, or  
is or was serving at the request of the Corporation as a director, officer,     
employee or agent of another corporation, partnership, joint venture, trust or  
other enterprise against expenses (including attorneys' fees) actually and      
reasonably incurred by the person in connection with the defense or settlement  
of such action or suit if the person acted in good faith and in a manner the    
person reasonably believed to be in or not opposed to the best interests of the 
Corporation, except that no indemnification shall be made in respect of any     
claim, issue or matter as to which such person shall have been adjudged to be   
liable to the Corporation unless and only to the extent that the Delaware Court 
of Chancery or the court in which such action or suit was brought shall         
determine upon application that, despite the adjudication of liability but in   
view of all of the circumstances of the case, such person is fairly and         
reasonably entitled to indemnity for such expenses which the Delaware Court of  
Chancery or such other court shall deem proper.                                 

      (11) A director's liability to the Corporation for breach of duty to
the Corporation or its stockholders shall be limited to the fullest extent      
permitted by Delaware law as now in effect or hereafter amended. In particular, 
no director of the Corporation shall be personally liable to the Corporation or 
any of its stockholders for monetary damages for breach of fiduciary duty as    
director, except for liability (A) for any breach of the director's duty of     
loyalty to the Corporation or its stockholders; (B) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of    
law; (C) under Section 174 of the Delaware General Corporation Law, as the same 
exists or hereafter may be amended; or (D) for any transaction from which the   
director derived an improper personal benefit. If the Delaware General          
Corporation Law hereafter is amended to authorize the further elimination or    
limitation of the liability of directors, then the liability of a director of   
the Corporation, in addition to the limitation on personal liability provided   
herein, shall be limited to the fullest extent permitted by the amended Delaware
General Corporation law. Any repeal or modification of this Article by the      
stockholders of the Corporation shall be prospective only, and shall not        
adversely affect any limitation on the personal liability of a director of the  
Corporation existing at the time of such repeal or modification.                

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ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED                                

Not Applicable.                                       

ITEM 8.      EXHIBITS                                                           

    4.1      --      Pulitzer Inc. 1999 Key Employees' Restricted Stock Purchase
                    Plan (incorporated herein by reference to Exhibit 10.27 to
            the Company's Registration Statement (No. 1-14541)
on Form 10, as amended)               

4.2      --      Pulitzer Inc. 1999 Stock Option Plan                   

4.3      --      Pulitzer Inc. 1999 Employee Stock Purchase Plan        
                   (incorporated herein by reference to Exhibit 10.29 to the
                    Company's Registration Statement (No. 1-14541) on Form 10,
as amended)                           

5        --      Opinion of Fulbright & Jaworski L.L.P.*                

23.1     --      Consent of Deloitte & Touche LLP                       

23.2     --      Consent of Fulbright & Jaworski L.L.P. (included in    
Exhibit 5)*                           

24       --      Power of Attorney*                                     

-------------------                                                     
* Previously Filed.                                                     

ITEM 9.      UNDERTAKINGS                                                       

(a)      The undersigned 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 of 1933;                 

                 (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           

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               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 15(d) of the Securities Exchange Act of 1934
   that are incorporated by reference in the registration statement.

            (2)   That, for the purpose of determining any liability
              under the Securities Act of 1933, 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.  

 (b)      The undersigned registrant hereby undertakes that, for
         purposes of determining any liability under the Securities Act of 1933,
         each filing of the registrant's annual report pursuant to Section 13(a)
     or Section 15(d) of the Securities Exchange Act of 1934 (and, where
     applicable, each filing of an employee benefit plan's annual report
        pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
     is incorporated by reference in the 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.       

       (h)      Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 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 Securities and Exchange Commission such indemnification
         is against public policy as expressed in the Securities Act of 1933 and
        is, therefore, unenforceable. In the event 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 of the registrant 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 of
    1933 and will be governed by the final adjudication of such issue.

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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 St. Louis, State of Missouri, on the 30th day of
April, 1999.                                                                    

                     PULITZER INC.

                                    By:  /s/ Robert C. Woodworth
                                                 -------------------------------
                                     Robert C. Woodworth
                                               President and Chief Executive
                         Officer

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated:                                          

                                                                [Download Table]


Signature                                Title                           Date   
---------                                -----                           ----   
                                                                                
/s/ Michael E. Pulitzer         Director, Chairman of the Board  April 30,  1999
-----------------------------                                                   
Michael E. Pulitzer                                                             

/s/ Robert C. Woodworth         Director, President and Chief    April 30,  1999
-----------------------------   Executive Officer                               
Robert C. Woodworth             (principal executive officer)                   

/s/ Ronald H. Ridgway           Director, Senior Vice President  April 30, 1999 
------------------------------  - Finance (principal financial                  
Ronald H. Ridgway               and accounting officer)                         

      *                         Director                         April 30, 1999 
------------------------------                                                  
Ken J. Elkins                                                                   

      *                         Director                         April 30, 1999 
------------------------------                                                  
David E. Moore                                                                  

      *                         Director                         April 30, 1999 
------------------------------                                                  
Emily Rauh Pulitzer                                                             

      *                         Director                         April 30, 1999 
------------------------------                                                  
Alice B. Hayes                                                                  

      *                         Director                         April 30, 1999 
------------------------------                                                  
William Bush                                                                    

      *                         Director                         April 30, 1999 
------------------------------                                                  
James M. Snowden Jr.                                                            

*By: /s/ Ronald H. Ridgway                                                      
------------------------------                                                  
Ronald H. Ridgway                                                               
Attorney-in-Fact                                                                

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 INDEX TO EXHIBITS

Exhibit                                                                         
No.                 Description                                             
-------               -----------                                               

4.2                   Pulitzer Inc. 1999 Stock Option Plan                      

23.1                  Consent of Deloitte & Touche LLP

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	4/30/99	1	7	SC 13D/A
	3/31/99	1		10-Q
	12/31/98	3		10-K405
				List all Filings

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Filing Submission 0000950124-99-002866 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Pulitzer Inc – ‘S-8 POS’ on 4/30/99

As of: Friday, 4/30/99 · Effective: 4/30/99 · Accession #: 950124-99-2866 · File #: 333-75697

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

S-8 POS — Post-Effective Amendment to an S-8Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

S-8 POS — Post-Effective Amendment to an S-8
Document Table of Contents