AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 2004. REGISTRATION NO. 333- ================================================================================ UNITED STATES 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 Identification Number) incorporation or organization) 312 WALNUT STREET, SUITE 2800 CINCINNATI, OHIO 45202 (513) 977-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ------------------ THE E.W. SCRIPPS COMPANY EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) ------------------ M. DENISE KUPRIONIS VICE PRESIDENT, CORPORATE SECRETARY, AND DIRECTOR OF LEGAL AFFAIRS 312 WALNUT STREET, SUITE 2800 CINCINNATI, OHIO 45202 (Name and address of agent for service) (513) 977-3000 (Telephone number, including area code, of agent for service) ------------------ PLEASE SEND COPIES OF ALL COMMUNICATIONS TO: WILLIAM APPLETON, ESQ. BAKER & HOSTETLER LLP 312 WALNUT STREET, SUITE 3200 CINCINNATI, OHIO 45202 (513) 929-3400 ------------------ CALCULATION OF REGISTRATION FEE =============================================================================================================================== TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE SHARE(2) PRICE(2) - ------------------------------------------------------------------------------------------------------------------------------- Class A Common Shares, 600,000 $47.41 $28,446,000 $3,605 $.01 par value - ------------------------------------------------------------------------------------------------------------------------------- (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional Class A Common Shares that may become issuable pursuant to the anti-dilution provisions of the Registrant's Employee Stock Purchase Plan described herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant's outstanding Class A Common Shares. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended. The proposed maximum aggregate offering price is based upon the average of the high and low prices of the Registrant's Class A Common Shares traded on the New York Stock Exchange, Inc. as reported on November 1, 2004. ================================================================================
REGISTRATION OF ADDITIONAL SECURITIES UNDER EMPLOYEE STOCK PURCHASE PLAN With respect to the Class A Common Shares hereby registered under The E.W. Scripps Company Employee Stock Purchase Plan (the "Plan"), the Registrant's Registration Statement on Form S-8 as filed with the Commission on November 21, 1997 (File No. 333-40767), referred to as the "Prior Form S-8," is incorporated herein by reference. The Company is registering 600,000 Class A Common Shares under this Registration Statement. Under the Prior Form S-8, the Company previously registered for issuance under the Plan 400,000 of its Class A Common Shares (as adjusted for a subsequent two for one stock split). -2-
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit Number Description of Exhibit ------- ----------------------- 5 Opinion of Baker & Hostetler LLP 23.1 Consent of Baker & Hostetler LLP (included in Opinion filed as Exhibit 5 hereto) 23.2 Consent of Deloitte & Touche LLP 24.2 Power of Attorney (Directors and Officers) 99.1 The E.W. Scripps Company Employee Stock Purchase Plan(1) - -------------- (1) Incorporated by reference to the Registrant's Registration Statement on Form S-8 (File No. 333-40767), as filed with the Securities and Exchange Commission on November 21, 1997. II-1
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, The E.W. Scripps Company 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 November 2, 2004. THE E.W. SCRIPPS COMPANY By: /s/ Joseph G. NeCastro ---------------------------------------- Joseph G. NeCastro Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant in the capacities indicated, on November 2, 2004. SIGNATURE TITLE * Chairman of the Board - ------------------------ William R. Burleigh * President, Chief Executive Officer and Director - ------------------------ (Principal Executive Officer) Kenneth W. Lowe Senior Vice President and Chief Financial Officer - ------------------------ (Principal Financial and Accounting Officer) Joseph G. NeCastro * Director - ------------------------ John H. Burlingame * Director - ------------------------ Jarl Mohn * Director - ------------------------ Nicholas B. Paumgarten * Director - ------------------------ Nackey E. Scagliotti S-1
* Director - ------------------------------------ Jeffrey Sagansky * Director - ------------------------------------ Edward W. Scripps * Director - ------------------------------------ Paul K. Scripps * Director - ------------------------------------ Ronald W. Tysoe * Director - ------------------------------------ Julie A. Wrigley * Director - ------------------------------------ David A. Galloway *Joseph G. NeCastro, by signing his name hereto, does sign this Registration Statement on behalf of the persons indicated above pursuant to the powers of attorney duly executed by such persons and filed as one or more Exhibits to this Registration Statement. By: /s/ Joseph G. NeCastro --------------------------------------- Joseph G. NeCastro Attorney-in-Fact S-2
Exhibit 5 November 3, 2004 The E. W. Scripps Company 28th Floor 312 Walnut Street 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 on the date hereof by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, with respect to the reservation of 600,000 Class A Common Shares, $.01 par value (the "Class A Common Shares"), for issuance under the Company's Employee Stock Purchase Plan (the "Plan"). In connection with the foregoing, we have examined the Plan and 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 Plan, when issued pursuant to the Plan, will have been legally issued and will be fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement. Yours very truly, Baker & Hostetler LLP
EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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 March 3, 2004, appearing in the Annual Report on Form 10-K of The E. W. Scripps Company and subsidiary companies for the year ended December 31, 2003. /s/ Deloitte & Touche LLP Cincinnati, Ohio October 29, 2004
Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, THAT: Each of the undersigned officers and directors of The E.W. Scripps Company, an Ohio corporation (the "Company"), has made, constituted and appointed, and by this instrument does make, constitute and appoint, Kenneth W. Lowe, Richard A. Boehne, Joseph G. NeCastro, E. John Wolfzorn, Anatolio B. Cruz, III, M. Denise Kuprionis, William Appleton and Eric J. Geppert, any of whom may act, with full power of substitution and re-substitution, to affix for such person and in such person's name, place and stead, in any and all capacities as attorney-in-fact, such person's signature to a Registration Statement on Form S-8 or other form registering under the Securities Act of 1933, as amended, Class A Common Shares of the Company for issuance to employees of the Company under the Company's Employee Stock Purchase Plan, and to any and all amendments, post-effective amendments, supplements and exhibits to such Registration Statement, and to any and all applications and other documents pertaining thereto, giving and granting to each such attorney-in-fact full power and authority to do and perform every act and thing whatsoever requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that each of such attorneys-in-fact or any such substitute shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, this Power of Attorney (alone or in multiple counterparts all of which together shall constitute a single document) has been signed in the capacities indicated below on October 28, 2004. /s/ William R. Burleigh /s/ Nicholas B. Paumgarten - ----------------------- -------------------------- William R. Burleigh Nicholas B. Paumgarten Chairman of the Board Director /s/ Kenneth W. Lowe /s/ Paul K. Scripps - ---------------------- -------------------------- Kenneth W. Lowe Paul K. Scripps President, Chief Executive Officer and Director Director (Principal Executive Officer) /s/ Joseph G. NeCastro /s/ Edward W. Scripps - ---------------------- -------------------------- Joseph G. NeCastro Edward W. Scripps, Jr. Senior Vice President and Chief Director Financial Officer (Principal Financial and Accounting Officer) /s/ John H. Burlingame /s/ Ronald W. Tysoe - ---------------------- -------------------------- John H. Burlingame Ronald W. Tysoe Director Director /s/ Jarl Mohn /s/ Julie A. Wrigley - ---------------------- -------------------------- Jarl Mohn Julie A. Wrigley Director Director /s/ Jeff Sagansky /s/ David A. Galloway - ---------------------- -------------------------- Jeff Sagansky David A. Galloway Director Director /s/ Nackey E. Scagliotti -------------------------- Nackey E. Scagliotti Director