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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/11/14 Tribune Publishing Co 10-12B/A 7:2.0M RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: 10-12B/A Amendment to Registration of Securities (General HTML 35K Form) 2: EX-10.3 Material Contract HTML 81K 3: EX-10.5 Material Contract HTML 161K 4: EX-10.8 Material Contract HTML 81K 5: EX-10.9 Material Contract HTML 51K 6: EX-21.1 Subsidiaries of the Registrant HTML 14K 7: EX-99.1 Miscellaneous Exhibit HTML 1.23M
10-12B/A |
As filed with the Securities and Exchange Commission on April 11, 2014
File No. 001-36230
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
TRIBUNE PUBLISHING COMPANY
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
38-3919441 (I.R.S. Employer Identification No.) | |
435 North Michigan Avenue Chicago, Illinois (Address of Principal Executive Offices) |
60611 (Zip Code) | |
312-222-9100 (Registrant’s Telephone Number, Including Area Code)
|
Securities to be registered pursuant to section 12(b) of the Act:
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
Common Stock, par value $0.01 per share |
New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
¨ | Accelerated filer | ¨ | |||
Non-accelerated filer |
x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
TRIBUNE PUBLISHING COMPANY
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included in this Form 10 is incorporated by reference to specifically-identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “information statement”). None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1. | Business. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Those sections are incorporated herein by reference.
Item 1A. | Risk Factors. |
The information required by this item is contained under the sections of the information statement entitled “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements.” Those sections are incorporated herein by reference.
Item 2. | Financial Information. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Financing Arrangements,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Combined Historical Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Those sections are incorporated herein by reference.
Item 3. | Properties. |
The information required by this item is contained under the section of the information statement entitled “Business—Properties.” That section is incorporated herein by reference.
Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.
Item 5. | Directors and Executive Officers. |
The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.
Item 6. | Executive Compensation. |
The information required by this item is contained under the sections of the information statement entitled “Management,” “Executive Compensation” and “Director Compensation.” Those sections are incorporated herein by reference.
Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
The information required by this item is contained under the sections of the information statement entitled “Relationships between Tribune and Tribune Publishing following the Distribution,” “Management” and “Certain Relationships and Related Transactions.” Those sections are incorporated herein by reference.
Item 8. | Legal Proceedings. |
The information required by this item is contained under the section of the information statement entitled “Business—Legal Proceedings.” That section is incorporated herein by reference.
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “The Distribution—Trading Prior to the Distribution Date” and “—Listing and Trading of Shares of Tribune Publishing Common Stock,” “Security Ownership of Certain Beneficial Owners and Management,” “Executive Compensation” and “Dividend Policy.” Those sections are incorporated herein by reference.
Item 10. | Recent Sales of Unregistered Securities. |
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Sales of Unregistered Securities.” That section is incorporated herein by reference.
Item 11. | Description of Registrant’s Securities to be Registered. |
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock.” That section is incorporated herein by reference.
Item 12. | Indemnification of Directors and Officers. |
The information required by this item is contained under the section of the information statement entitled “Description of Capital Stock—Limitation of Liability and Indemnification of Officers and Directors.” That section is incorporated herein by reference.
Item 13. | Financial Statements and Supplementary Data. |
The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Unaudited Pro Forma Combined Financial Statements,” “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” (and the financial statements referenced therein). Those sections are incorporated herein by reference.
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Not applicable
Item 15. | Financial Statements and Exhibits. |
(a) | Financial Statements. |
The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” (and the financial statements referenced therein). That section is incorporated herein by reference.
(b) | Exhibits. The following documents are filed as exhibits hereto: |
EXHIBIT |
||
2.1† | – Form of Separation and Distribution Agreement. | |
3.1† | – Form of Amended and Restated Certificate of Incorporation of Tribune Publishing Company. | |
3.2† | – Form of Amended and Restated By-laws of Tribune Publishing Company. | |
10.1† | – Form of Transition Services Agreement. | |
10.2† | – Form of Tax Matters Agreement. | |
10.3* | – Form of Employee Matters Agreement. | |
10.4† | – Form of Registration Rights Agreement. | |
10.5*§ | – Tribune Publishing Company 2014 Omnibus Incentive Plan. | |
10.6†§ | – Form of Stock Option Award Agreement. | |
10.7†§ | – Form of Restricted Stock Unit Award Agreement. | |
10.8*§ | – Employment Agreement, dated March 3, 2014, between Tribune Publishing Company, LLC and John H. Griffin, Jr. | |
10.9*§ | – Employment Agreement, dated September 11, 2013, between Tribune Publishing Company, LLC and John Bode. | |
21.1* | – List of Subsidiaries. | |
99.1* | – Preliminary Information Statement. |
* | Filed herewith. |
† | To be filed by amendment. |
§ | Constitutes a compensatory plan or arrangement required to be filed with this registration statement. |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
TRIBUNE PUBLISHING COMPANY | ||||||||
Date: April 11, 2014 | By: | /s/ Steven Berns | ||||||
Name: | Steven Berns | |||||||
Title: | President and Chief Executive Officer |
EXHIBIT |
||
2.1† | – Form of Separation and Distribution Agreement. | |
3.1† | – Form of Amended and Restated Certificate of Incorporation of Tribune Publishing Company. | |
3.2† | – Form of Amended and Restated By-laws of Tribune Publishing Company. | |
10.1† | – Form of Transition Services Agreement. | |
10.2† | – Form of Tax Matters Agreement. | |
10.3* | – Form of Employee Matters Agreement. | |
10.4† | – Form of Registration Rights Agreement. | |
10.5*§ | – Tribune Publishing Company 2014 Omnibus Incentive Plan. | |
10.6†§ | – Form of Stock Option Award Agreement. | |
10.7†§ | – Form of Restricted Stock Unit Award Agreement. | |
10.8*§ | – Employment Agreement, dated March 3, 2014, between Tribune Publishing Company, LLC and John H. Griffin, Jr. | |
10.9*§ | – Employment Agreement, dated September 11, 2013, between Tribune Publishing Company, LLC and John Bode. | |
21.1* | – List of Subsidiaries. | |
99.1* | – Preliminary Information Statement. |
* | Filed herewith. |
† | To be filed by amendment. |
§ | Constitutes a compensatory plan or arrangement required to be filed with this registration statement. |
This ‘10-12B/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/11/14 | None on these Dates | ||
3/3/14 | ||||
9/11/13 | ||||
List all Filings |