The E.W. Scripps Company S-8
 

As filed with the Securities and Exchange Commission on May 27, 2005

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
(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 Registrant’s 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 Company’s 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
 

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 Company’s 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 Company’s 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
 

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 management’s 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
 

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 Company’s 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