As filed with the Securities and Exchange Commission on May 27, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
________________
FORM S-8
________________
THE E. W. SCRIPPS COMPANY
Ohio | 31-1223339 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
312 Walnut Street, Cincinnati, Ohio (Address of Principal Executive Offices) |
45202 (Zip Code) |
THE E. W. SCRIPPS COMPANY
AMENDED AND RESTATED 1997 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, Suite 2800
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 to be | Amount to be | maximum offering | maximum aggregate | Amount of | ||||||||||||
registered | registered (1) | price per share (2) | offering price (2) | registration fee | ||||||||||||
Class A Common Shares,
$.01 par value |
6,000,000 | $ | 51.21 | $ | 307,260,000 | $ | 36,165 | |||||||||
(1)
|
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also include an indeterminable number of Class A Common Shares that may become issuable pursuant to the anti-dilution provisions of the Registrants Amended and Restated 1997 Long-Term Incentive Plan. | |
(2)
|
Estimated solely for the purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the Class A Common Shares as reported on the New York Stock Exchange on May 25, 2005. |
REGISTRATION OF ADDITIONAL SECURITIES UNDER LONG-TERM INCENTIVE PLAN
This Registration Statement on Form S-8 is being filed solely to register, pursuant to the Securities Act of 1933, as amended, 6,000,000 additional Class A Common Shares of The E. W. Scripps Company (the Company) issuable pursuant to the Companys Amended and Restated 1997 Long-Term Incentive Plan (the Plan).
The Company has previously filed a registration statement on Form S-8 (File No. 333-89824) (the Prior Form S-8) covering 18,317,400 of its Class A Common Shares (as adjusted for a subsequent two for one stock split) authorized for issuance under the Plan. The Prior Form S-8 is incorporated herein by reference in this Registration Statement and made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8
|
EXHIBITS | |||||
Exhibit Number | Exhibit Description | |||||
*4 | The E. W. Scripps Company Amended and Restated 1997 Long-Term Incentive Plan (filed as an exhibit to our Proxy Statement filed with the Securities and Exchange Commission on March 21, 2005, and incorporated herein by reference). | |||||
5 | Opinion of Baker & Hostetler LLP | |||||
23.1 | Consent of Baker & Hostetler LLP (included in Exhibit 5) | |||||
23.2 | Consent of Deloitte & Touche LLP | |||||
24 | Power of Attorney | |||||
* Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 May 26, 2005.
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 May 26, 2005.
Signature | Title | |
*
|
Chairman of the Board | |
William R. Burleigh |
||
*
|
President, Chief Executive Officer | |
(Principal Executive Officer) and Director | ||
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 |
||
*
|
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 Exhibit 24 to this Registration Statement.
By: | /s/ Joseph G. NeCastro | |||
Joseph G. NeCastro | ||||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit Number | Exhibit Description | |
*4
|
The E. W. Scripps Company Amended and Restated 1997 Long-Term Incentive Plan (filed as an exhibit to our Proxy Statement filed with the Securities and Exchange Commission on March 21, 2005, and incorporated herein by reference). | |
5
|
Opinion of Baker & Hostetler LLP | |
23.1
|
Consent of Baker & Hostetler LLP (included in Exhibit 5) | |
23.2
|
Consent of Deloitte & Touche LLP | |
24
|
Power of Attorney | |
* Previously filed. |
Exhibit 5
May 26, 2005
The E. W. Scripps Company
312 Walnut Street
28th Floor
Cincinnati, Ohio 45202
Ladies and Gentlemen:
We have acted as counsel to The E. W. Scripps Company, an Ohio corporation (the Company), in connection with the Companys Registration Statement on Form S-8 (the Registration Statement) being filed on the date hereof by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended, to register 6,000,000 additional Class A Common Shares, $.01 par value, of the Company (the Shares) for issuance under and pursuant to the Companys Amended and Restated 1997 Long-Term Incentive 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 have deemed necessary to render this opinion.
Based on such examination, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the terms and conditions of the Plan, will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
Baker & Hostetler LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 11, 2005, relating to the financial statements and financial statement schedule of The E. W. Scripps Company and subsidiary companies, and managements report on the effectiveness of internal control over financial reporting dated March 11, 2005, appearing in the Annual Report on Form 10-K of The E. W. Scripps Company and subsidiary companies for the year ended December 31, 2004.
/s/ Deloitte & Touche LLP
Cincinnati, Ohio
May 23, 2005
Exhibit 24
POWER OF ATTORNEY
We, the undersigned officers and directors of The E. W. Scripps Company, an Ohio corporation (the Company), hereby 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 as our true and lawful attorneys-in-fact and agents, each of whom may act, with full power of substitution and re-substitution, 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, as amended, in order to register Class A Common Shares of the Company for issuance to officers and employees of the Company under the Companys Amended and Restated 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 connection therewith, 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, 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 April 28, 2005.
/s/ William R. Burleigh
|
||
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, Jr. | |
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 |