-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T0EuB3ozSnlCA6f76CLFlDHI2pOdKx3S7SbXW7wff7BPOkN7lPy/1NebAB6UM/CW i8pKPU+QcROLGDrnrRE3dg== 0000912057-97-032820.txt : 19990325 0000912057-97-032820.hdr.sgml : 19990325 ACCESSION NUMBER: 0000912057-97-032820 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971007 DATE AS OF CHANGE: 19990323 EFFECTIVENESS DATE: 19971007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: 2711 IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37331 FILM NUMBER: 97691624 BUSINESS ADDRESS: STREET 1: 229 W 43RD ST CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125561234 MAIL ADDRESS: STREET 1: 229 W 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 7, 1997 Registration No. 333-________ - - - -------------------------------------------------------------------------------- - - - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ THE NEW YORK TIMES COMPANY - - - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York ---------------------------- (State or other jurisdiction of incorporation or organization) 13-1102020 ------------------------------------ (I.R.S. Employer Identification No.) 229 West 43d Street New York, New York 10036 ---------------------------------------- (Address of principal executive offices) THE NEW YORK TIMES COMPANY 1991 EXECUTIVE STOCK INCENTIVE PLAN - - - ------------------------------------------------------------------------------- (Full title of the plan) Laura J. Corwin, Esq. Vice President and Secretary THE NEW YORK TIMES COMPANY 229 West 43d Street New York, New York 10036 (212) 556-1234 ---------------------------------------------- (Name, address and telephone number, including area code, of agent for service) _________________ CALCULATION OF REGISTRATION FEE - - - --------------------------------------------------------------------------------
Title of securities to be registered Amount to be Proposed Proposed Amount of registered maximum maximum registration offering price aggregate offering fee per share(1) price(2) - - - ---------------------------------------------------------------------------------------------------------------- Class A Common Stock, 10,000,000 shares $52.62625 $526,262,500 $159,565 par value $.10 per share
- - - -------------------------------------------------------------------------------- (1) Calculated pursuant to paragraph (c) of Rule 457 (based upon the average of the reported high and low sales prices for shares of Class A Common Stock as reported on the New York Stock Exchange for October 2, 1997). The foregoing calculation is solely for the purpose of determining the registration fee. (2) Based on the proposed maximum offering price per share, calculated as described in footnote (1) above. INCORPORATION BY REFERENCE Pursuant to an amendment to The New York Times Company 1991 Executive Stock Incentive Plan (the "Plan"), the number of shares of Class A Common Stock reserved and available for issuance has been increased from 11,000,000 shares to 21,000,000 shares. The New York Times Company previously registered 11,000,000 shares of Class A Common Stock pursuant to a Registration Statement on Form S-8, filed with the Securities and Exchange Commission on October 15, 1991 (File No. 33-43211). The contents of such Registration Statement on Form S-8 (File No. 33-43211) are incorporated herein by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the 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 New York, State of New York, on the 7th day of October, 1997. THE NEW YORK TIMES COMPANY By: /s/ Laura J. Corwin ----------------------------- Laura J. Corwin Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date as indicated. Signature Title Date - - - --------- ----- ---- /s/ John F. Akers - - - ----------------------- Director October 7, 1997 John F. Akers /s/ Diane P. Baker - - - ----------------------- Senior Vice President and October 7, 1997 Diane P. Baker Chief Financial Officer (Principal Financial Officer) /s/ Richard L. Gelb - - - ------------------------ Director October 7, 1997 Richard L. Gelb /s/ A. Leon Higginbotham, Jr. - - - ----------------------------- Director October 7, 1997 A. Leon Higginbotham, Jr. /s/ Ruth S. Holmberg - - - ------------------------- Director October 7, 1997 Ruth S. Holmberg /s/ Robert A. Lawrence - - - ------------------------- Director October 7, 1997 Robert A. Lawrence /s/ Russell T. Lewis - - - ------------------------- President, Director October 7, 1997 Russell T. Lewis II-2 Signature Title Date - - - --------- ----- ---- /s/ George B. Munroe - - - ------------------------- Director October 7, 1997 George B. Munroe /s/ Charles H. Price II - - - ------------------------- Director October 7, 1997 Charles H. Price II /s/ George L. Shinn - - - ------------------------- Director October 7, 1997 George L. Shinn /s/ Donald M. Stewart - - - ------------------------- Director October 7, 1997 Donald M. Stewart /s/ Stuart Stoller - - - ------------------------- Vice President, Corporate October 7, 1997 Stuart Stoller Controller (Principal Accounting Officer) /s/ Arthur Ochs Sulzberger - - - -------------------------- Chairman, Director October 7, 1997 Arthur Ochs Sulzberger (Principal Executive Officer) /s/ Arthur O. Sulzberger, Jr. - - - ----------------------------- Director October 7, 1997 Arthur O. Sulzberger, Jr. /s/ Judith P. Sulzberger - - - ------------------------ Director October 7, 1997 Judith P. Sulzberger /s/ William O. Taylor - - - ------------------------ Director October 7, 1997 William O. Taylor II-3 INDEX TO EXHIBITS Exhibits Sequential Page Number * 5.1 - Opinion and consent of Laura J. Corwin, Vice President and Secretary of the Company, as to the legality of shares * 23.1 - Consent of Deloitte & Touche LLP * 23.2 - Consent of Laura J. Corwin, Vice President and Secretary of the Company (included in Exhibit 5.1) _________________ * Filed herewith. II-4 EX-5.1 2 OPINION (LAURA J. CORWIN) EXHIBIT 5.1 October 7, 1997 The New York Times Company 229 West 43d Street New York, NY 10036 Ladies and Gentlemen: I am an attorney-at-law licensed to practice in the State of New York and am familiar with the laws and statutes of the State of New York. I am Vice President and Secretary to The New York Times Company (the "Company"), a New York corporation, and have advised the Company in connection with the Registration Statement (the "Registration Statement") on Form S-8, which will be filed pursuant to the Securities Act of 1933, as amended, by the Company with the Securities and Exchange Commission on the date hereof, for the registration of 10,000,000 shares (the "Shares") of Class A Common Stock, with $.10 par value, of the Company. The Shares are to be issued pursuant to the Company's 1991 Executive Stock Incentive Plan (the "Plan"). I have examined, among other things: (i) the Plan, and I am familiar with the adoption of the Plan by the Company on February 21, 1991, the ratification of the Plan by the stockholders of the Company on April 16, 1991, and the amendment of the Plan by the stockholders of the Company on April 18, 1995, and April 16, 1996; (ii) the Certificate of Incorporation of the Company; (iii) the By-laws of the Company; and (iv) the Registration Statement. In addition, I have also examined and relied upon copies of resolutions of the stockholders and the Board of Directors of the Company and committees thereof, and such other documents and records as I have deemed necessary and relevant for the purposes hereof. The opinions expressed below are limited to the laws of the State of New York and United States federal law. Based upon and subject to the foregoing, I am of the opinion that: (i) the Plan is not subject to any provision of the Employee Retirement Income Security Act of 1974; and (ii) the Shares have been duly authorized, and when issued pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Class A Common Stock of the Company. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to its use in connection therewith. Very truly yours, /s/ Laura J. Corwin EX-23.1 3 CONSENT (DELOITTE & TOUCHE) Exhibit 23.1 CONSENT OF DELOITTE & TOUCHE LLP THE NEW YORK TIMES COMPANY We consent to the incorporation by reference in this Registration Statement of The New York Times Company on Form S-8 of our report dated February 3, 1997, appearing in the Annual Report on Form 10-K of The New York Times Company for the year ended December 29, 1996. DELOITTE & TOUCHE LLP New York, New York October 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----