AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- THE E. W. SCRIPPS COMPANY (Exact name of registrant as specified in its charter) OHIO 31-1223339 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 312 WALNUT STREET, CINCINNATI, OHIO 45202 (Address of Principal Executive Offices) (Zip Code) ----------------- THE E.W. SCRIPPS COMPANY LONG-TERM INCENTIVE PLAN (Full title of the plan) ----------------- M. DENISE KUPRIONIS VICE PRESIDENT, CORPORATE SECRETARY, AND DIRECTOR OF LEGAL AFFAIRS THE E. W. SCRIPPS COMPANY 312 WALNUT STREET CINCINNATI, OHIO 45202 (Name and address of agent for service) (513) 977-3835 (Telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered (1) price-per share (2) offering price (2) registration fee - -------------------------------------------------------------------------------------------------------------------- Class A Common Shares 9,158,700 $ 74.94 $ 449,640,000 $41,367 $.01 par value ==================================================================================================================== (1) The registrant has previously registered 3,158,700 of the shares included above under certain registration statements on Form S-8 (No. 333-14847, No. 333-14849 and No. 333-27623). Accordingly, pursuant to Rule 429, such shares are not included in the calculation of the registration fee. (2) Estimated in accordance with Rules 457(c) and 457(h)(1) solely for the purpose of determining the registration fee. The fee with respect to the additional shares registered herein is based on the average of the high and low sale prices on May 29, 2002, of the registrant's Class A Common Shares as reported on the New York Stock Exchange.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Class A Common Shares registered by The E. W. Scripps Company (the "Company") pursuant to this Registration Statement will be issued under the Company's Long-Term Incentive Plan. The contents of the registration statement on Form S-8 (No. 333-27623) are incorporated by reference herein. EXHIBIT INDEX ------------- Exhibit Number Exhibit Description ------ ------------------- 5 Opinion of Baker & Hostetler LLP 23(a) Consent of Deloitte & Touche LLP 23(b) Consent of Baker & Hostetler LLP (included in opinion filed as Exhibit 5 hereto) 24(a) Power of Attorney (Registrant) 24(b) Power of Attorney (Directors and Officers) II-1
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 Cincinnati, State of Ohio, on June 5, 2002. THE E.W. SCRIPPS COMPANY By: * ---------------------------------------- Kenneth W. Lowe President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on June 5, 2002, by the following persons in the capacities indicated below. Signature Title - --------- ----- * President and Chief Executive Officer - -------------------------- (Principal Executive Officer); Director Kenneth W. Lowe * Senior Vice President, Finance & Administration - -------------------------- (Principal Financial and Accounting Officer) Joseph NeCastro * Chairman of the Board - -------------------------- William R. Burleigh Director - -------------------------- Charles E. Scripps * Director - -------------------------- Edward W. Scripps * Director - -------------------------- Paul K. Scripps * Director - -------------------------- John H. Burlingame * Director - -------------------------- Nicholas B. Paumgarten II-2
* Director - -------------------------- Nackey E. Scagliotti * Director - -------------------------- Ronald W. Tysoe * Director - -------------------------- Julie A. Wrigley * Director - -------------------------- Lee Masters * William Appleton, by signing his name hereto, does sign this Registration Statement on behalf of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed as exhibits to this Registration Statement. By: /s/ William Appleton ------------------------------------------------ William Appleton, Attorney-in-Fact II-3
EXHIBIT INDEX Exhibit Number Exhibit Description ------ ------------------- 5 Opinion of Baker & Hostetler LLP 23(a) Consent of Deloitte & Touche LLP 23(b) Consent of Baker & Hostetler LLP (included in opinion filed as Exhibit 5 hereto) 24(a) Power of Attorney (Registrant) 24(b) Power of Attorney (Directors and Officers) II-4
EXHIBIT 5 June 5, 2002 The E. W. Scripps Company 312 Walnut Street 28th Floor Cincinnati, Ohio 45202 Gentlemen: We have acted as counsel to The E. W. Scripps Company, an Ohio corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933 (the "Act") relating to the reservation of 9,158,700 Class A Common Shares, $.01 par value (the "Class A Common Shares"), of the Company for issuance under the Company's 1997 Long-Term Incentive Plan (the "Incentive Plan"). In connection with the foregoing, we have examined: (a) the Articles of Incorporation and Code of Regulations of the Company, (b) the Incentive Plan, and (c) such records of the corporate proceedings of the Company and such other documents as we deemed necessary to render this opinion. Based on such examination, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Ohio. 2. The Class A Common Shares available for issuance under the Incentive Plan, when issued pursuant to the Incentive Plan, will have been legally issued and will be fully paid and nonassessable. We hereby consent to the use of this Opinion as Exhibit 5 to the Registration Statement and the reference to our firm in Item 5 of Part II of the Registration Statement. Very truly yours, Baker & Hostetler LLP
EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The E. W. Scripps Company and subsidiary companies on Form S-8 of our report dated January 23, 2002, appearing in the Annual Report on Form 10-K of The E. W. Scripps Company and subsidiary companies for the year ended December 31, 2001. DELOITTE & TOUCHE LLP Cincinnati, Ohio June 4, 2002
Exhibit 24(a) ------------- POWER OF ATTORNEY ----------------- The E. W. Scripps Company, an Ohio corporation (the "Company"), which proposes to file with the Securities and Exchange Commission, under the provisions of the Securities Act of 1933, a registration statement on Form S-8 with respect to the registration of Class A Common Shares, $.01 par value, relating to the Company's 1997 Long-Term Incentive Plan, hereby constitutes and appoints M. Denise Kuprionis and William Appleton, and each of them, as the attorney of the Company, with full power of substitution and resubstitution, for and in the name, place and stead of the Company, to sign and file the proposed registration statement and any and all amendments and exhibits thereto, and any and all applications and other documents to be filed with the Securities and Exchange Commission pertaining to such securities or such registration, with full power and authority to do and perform any and all acts and things whatsoever requisite to be done in the premises, hereby ratifying and approving the acts of such attorney or any such substitute. IN WITNESS WHEREOF, The E. W. Scripps Company has caused this power of attorney to be signed on its behalf by the undersigned in Cincinnati, Ohio, on May 23, 2002. THE E. W. SCRIPPS COMPANY By: /s/ Kenneth W. Lowe ---------------------------------------------------------- Kenneth W. Lowe, President and Chief Executive Officer And: /s/ M. Denise Kuprionis --------------------------------------------------------- M. Denise Kuprionis, Secretary
Exhibit 24(b) ------------- POWER OF ATTORNEY ----------------- We, the undersigned officers and directors of The E. W. Scripps Company, an Ohio corporation (the "Company"), hereby constitute and appoint M. Denise Kuprionis and William Appleton as our true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for us and in our stead, in any and all capacities to execute and file a registration statement on Form S-8 pursuant to the Securities Act of 1933 in order to register Class A Common Shares under such Act for issuance to officers and key employees of the Company under the Company's 1997 Long-Term Incentive Plan, and all amendments to such registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, hereby ratifying and confirming all that said attorney-in-fact and agent or substitute or substitutes may lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, we have executed this power on May 23, 2002. /s/ William R. Burleigh /s/ Kenneth W. Lowe - ------------------------------ ------------------------------------------- William R. Burleigh, Chairman Kenneth W. Lowe, Chief Executive Officer, President and Director /s/ Nicholas B. Paumgarten - ------------------------------ ------------------------------------------- Charles E. Scripps, Director Nicholas B. Paumgarten, Director /s/ Ronald W. Tysoe /s/ John H. Burlingame - ------------------------------ ------------------------------------------- Ronald W. Tysoe, Director John H. Burlingame, Director /s/ Edward W. Scripps /s/ Julie A. Wrigley - ------------------------------ ------------------------------------------- Edward W. Scripps, Director Julie A. Wrigley, Director /s/ Paul K. Scripps /s/ Lee Masters - ------------------------------ ------------------------------------------- Paul K. Scripps, Director Lee Masters, Director /s/ Nackey E. Scagliotti /s/ Joseph G. NeCastro - ------------------------------ ------------------------------------------- Nackey E. Scagliotti Joseph G. NeCastro, Senior Vice President and Chief Financial Officer