-----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, T8BaSYEtFAX3/JX4SqNLIzVYNbcZJi8zUS9wcSMNgnjm3llDjzIqQTq/oYqSZv6Z W9b744OvGVYbJ/5FKL14hg== 0001047469-97-008975.txt : 19971230 0001047469-97-008975.hdr.sgml : 19971230 ACCESSION NUMBER: 0001047469-97-008975 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971229 EFFECTIVENESS DATE: 19971229 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW YORK TIMES CO CENTRAL INDEX KEY: 0000071691 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 131102020 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43371 FILM NUMBER: 97745429 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 S-8 REGISTRATION Registration No. 333- As filed with the Securities and Exchange Commission on December 29, 1997 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 issuer as specified in its charter) NEW YORK 13-1102020 (STATE OR OTHER JURISDICTION OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
------------------------ 229 WEST 43D STREET NEW YORK, NEW YORK 10036 (212) 556-1234 (Address and telephone number of principal executive offices) ------------------------ THE NEW YORK TIMES DEFERRED EXECUTIVE COMPENSATION PLAN (Full title of Plan) Laura J. Corwin, 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 of agent for service) ------------------------ CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- Deferred Compensation Obligations................ $73,603,000.00 100% $73,603,000.00 $21,712.89 - --------------------------------------------------------------------------------------------------------------------------------
- ---------------------------- 1. The Deferred Compensation Obligations are unsecured obligations of The New York Times Company to pay deferred compensation in the future in accordance with the terms of The New York Times Company Deferred Executive Compensation Plan. 2. Estimated solely for purposes of determining the registration fee. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART I A prospectus setting forth the information required by Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1)(i). PART II INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have heretofore been filed by The New York Times Company (the "Company") (File No. 1-5837) with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1996; and 2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 30, 1997, June 29, 1997, and September 28, 1997. 3. The contents of the Company's Registration Statement on Form S-8 (Registration No. 333-09477), filed with the Commission on August 2, 1996, including the Description of Securities (Item 4), Interests of Named Experts and Counsel (Item 5), Indemnification of Directors and Officers (Item 6), and Undertakings (Item 9). All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this registration statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"); provided, however, that the documents enumerated above or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act in each year during which the offering made by this registration statement is in effect prior to the filing with the Commission of the Company's Annual Report on Form 10-K covering such year shall not be Incorporated Documents or be incorporated by reference in this registration statement or be a part hereof from and after the filing of such Annual Report on Form 10-K. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. ITEM 4. DESCRIPTION OF SECURITIES. Incorporated by reference, see Item 3. 2 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Incorporated by reference, see Item 3. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Incorporated by reference, see Item 3. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Exhibit Index on page 7. ITEM 9. UNDERTAKINGS. Incorporated by reference, see Item 3. 3 SIGNATURES Pursuant to the requirements of the 1933 Act, the 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 the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on December 18, 1997. THE NEW YORK TIMES COMPANY BY: /S/ LAURA J. CORWIN -------------------------------- Laura J. Corwin VICE PRESIDENT AND SECRETARY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Laura J. Corwin as his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capabilities, to sign any and all amendments to this registration statement, including any and all post-effective amendments, and any and all documents in connection therewith, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes and as he or she might or could do in person, and hereby ratifies, approves and confirms all that his or her said attorney-in-fact and agent, or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the 1933 Act, the registration statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE - ------------------------------ --------------------------- ------------------- /s/ ARTHUR OCHS SULZBERGER Chairman Emeritus, Director December 18, 1997 - ------------------------------ Arthur Ochs Sulzberger /s/ ARTHUR O. SULZBERGER, JR. Chairman, Director December 18, 1997 - ------------------------------ Arthur O. Sulzberger, Jr. /s/ JOHN F. AKERS Director December 18, 1997 - ------------------------------ John F. Akers 4 /s/ DIANE P. BAKER Senior Vice President, December 18, 1997 - ------------------------------ Chief Financial Officer Diane P. Baker (Principal Financial Officer) /s/ RICHARD L. GELB Director December 18, 1997 - ------------------------------ Richard L. Gelb /s/ MICHAEL GOLDEN Vice Chairman, December 18, 1997 - ------------------------------ Senior Vice President, Michael Golden Director /s/ A. LEON HIGGINBOTHAM, JR. Director December 18, 1997 - ------------------------------ A. Leon Higginbotham, Jr. /s/ RUTH S. HOLMBERG Director December 18, 1997 - ------------------------------ Ruth S. Holmberg /s/ ROBERT A. LAWRENCE Director December 18, 1997 - ------------------------------ Robert A. Lawrence /s/ RUSSELL T. LEWIS President, (Chief Executive December 18, 1997 - ------------------------------ Officer), Director Russell T. Lewis /s/ GEORGE B. MUNROE Director December 18, 1997 - ------------------------------ George B. Munroe /s/ CHARLES H. PRICE II Director December 18, 1997 - ------------------------------ Charles H. Price II /s/ GEORGE L. SHINN Director December 18, 1997 - ------------------------------ George L. Shinn /s/ DONALD M. STEWART Director December 18, 1997 - ------------------------------ Donald M. Stewart /s/ STUART STOLLER Vice President, December 18, 1997 - ------------------------------ Corporate Controller Stuart Stoller (Principal Accounting Officer) 5 /s/ JUDITH P. SULZBERGER Director December 18, 1997 - ------------------------------ Judith P. Sulzberger /s/ WILLIAM O. TAYLOR Director December 18, 1997 - ------------------------------ William O. Taylor 6 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - --------------- ----------------------------------------- 4- The New York Times Company Deferred Executive Compensation Plan (incorporated by reference to the Company's Registration Statement on Form S-8 (Registration Statement No. 333-09447) filed with the Commission on August 2, 1996). 5- Opinion of the Company's Senior Vice President and General Counsel as to the legality of the Obligations offered under the Plan. 23(a)- Independent Auditors' Consent. 23(b)- Consent of Counsel (contained in the Opinion of the Company's General Counsel, Exhibit 5 hereto). 24- Power of Attorney (included on the signature page). 7 EX-5 2 EXHIBIT 5 OPINION OF COMPANY EXHIBIT 5 December 19, 1997 The New York Times Company 229 West 43d Street New York, New York 10036 Dear Ladies and Gentlemen: I am the Senior Vice President and General Counsel of The New York Times Company, a New York corporation (the "Company"), and am admitted to the practice of law in the State of New York. I have represented the Company in connection with the proposed filing with the Securities and Exchange Commission expected to be made on or about December 29, 1997, under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering $73,603,000 of Deferred Compensation Obligations which represent unsecured obligations of the Company to pay deferred compensation in accordance with the terms of The New York Times Company Deferred Executive Compensation Plan (the "Plan"). In such capacity, I have examined the Certificate of Incorporation and By-Laws of the Company, the Plan, and such other documents of the Company as I have deemed necessary or appropriate for the purpose of the opinion expressed herein. Based upon the foregoing, I advise you that, in my opinion, when issued in accordance with the provisions of the Plan, the Deferred Compensation Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other laws of general applicability related to or affecting enforcement of creditors' rights or by general equity principles. Further, I hereby consent to the use of my name under the caption "Interests of Named Experts and Counsel" in the Registration Statement and to the filing of a copy of this opinion as an exhibit thereto. Very truly yours, /s/ Solomon B. Watson IV ------------------------- Solomon B. Watson IV EX-23.(A) 3 EXHIBIT 23(A) INDEPENDENT AUDITORS REPORT EXHIBIT 23(a) INDEPENDENT AUDITORS' CONSENT 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 and incorporated by reference in the Annual Report on Form 10-K of The New York Times Company for the year ended December 29, 1996. /S/ DELOITTE & TOUCHE LLP - ------------------------- DELOITTE & TOUCHE LLP New York, New York December 29, 1997 -----END PRIVACY-ENHANCED MESSAGE-----