-----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, RVxRrCvwJE7Fzc039PjCyUkRvAFDRHJDkoyu9AQzO0BYP9ITpGoGdPoOt86ZsTwv 97IA7myl0n2h8PMrIPETOg== 0000898431-97-000170.txt : 19970623 0000898431-97-000170.hdr.sgml : 19970623 ACCESSION NUMBER: 0000898431-97-000170 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970620 EFFECTIVENESS DATE: 19970620 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLLINGER INTERNATIONAL INC CENTRAL INDEX KEY: 0000868512 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 953518892 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-29651 FILM NUMBER: 97627339 BUSINESS ADDRESS: STREET 1: 401 NORTH WABASH AVE STREET 2: SUITE 740 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 401 NORTH WABASH AVE STREET 2: SUITE 740 CITY: CHICAGO STATE: IL ZIP: 60611 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 S-8 1 FORM S-8 Registration No. 333-______ ----------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- HOLLINGER INTERNATIONAL INC. (Exact name of registrant as specified in its charter) ================================================================================ DELAWARE 93-3518892 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or Identification No.) organization) - -------------------------------------------------------------------------------- 401 North Wabash Avenue 60611 Chicago, Illinois (Zip Code) (Address of principal executive offices) ================================================================================ HOLLINGER INTERNATIONAL INC. 1994 STOCK OPTION PLAN HOLLINGER INTERNATIONAL INC. 1997 STOCK INCENTIVE PLAN (Full title of the plan) Kenneth L. Serota, Esq. Vice President-Law and Finance and Secretary Hollinger International Inc. 401 North Wabash Avenue Chicago, IL 60601 (Name and address of agent for service) (312) 321-2299 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE ================================================================================ TITLE OF PROPOSED PROPOSED AMOUNT OF SECURITIES AMOUNT TO MAXIMUM MAXIMUM REGISTRATION TO BE BE OFFERING AGGREGATE FEE REGISTERED REGISTERED PRICE OFFERING PER SHARE(1) PRICE - -------------------------------------------------------------------------------- Class A 15,000 shares $11.69 $175,350.00 $53.14 Common Stock, par value $.01 per share ================================================================================ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for Hollinger International Inc.'s Class A Common Stock reported on the New York Stock Exchange Composite Tape on June 17, 1997. -------------------------------------------------------------- EXPLANATORY NOTE Hollinger International Inc.'s earlier Registration Statement on Form S-8 (the "Original Registration Statement"), filed with the Securities and Exchange Commission on January 27, 1995, as amended by Post-Effective Amendment No. 1, filed with the Securities and Exchange Commission on June 20, 1997 (File No. 33-88810), pertaining to the Hollinger International Inc. 1994 Stock Option Plan and the Hollinger International Inc. 1997 Stock Incentive Plan, is incorporated herein by reference. This incorporation is made pursuant to General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: EXHIBIT NO. DESCRIPTION 4.1 Restated Certificate of Incorporation of Hollinger International Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated October 13, 1995 and to Exhibit 3.01 to the Registrant's Registration Statement on Form S-3 (File No. 333-06619)). 4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 33-74980)). 5.1 Opinion of Kirkpatrick & Lockhart LLP, as to the legality of the shares being registered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). II - 1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Chicago, State of Illinois, on this 20th day of June, 1997. HOLLINGER INTERNATIONAL INC. By: /s/ Conrad M. Black --------------------------------- Conrad M. Black Chairman of the Board and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints either Kenneth L. Serota or J.A. Boultbee his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange commission, granting unto said attorneys-in-fact and agents 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 as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated: SIGNATURE CAPACITY DATE /s/ Conrad M. Black Chairman of the - --------------------- Board, Chief June 20, 1997 Conrad M. Black Executive Officer and Director (Principal Executive Officer) /s/ F. David Radler President, Chief June 20, 1997 Operating Officer - --------------------- and Director F. David Radler /s/ J.A. Boultbee Vice President and June 20, 1997 Chief Financial - --------------------- Officer (Principal J.A. Boultbee Financial Officer) /s/ Frederick A. Creasey Group Corporate June 20, 1997 Controller - --------------------- (Principal Frederick A. Creasey Accounting Officer) /s/ Barbara Amiel Black Director June 20, 1997 - --------------------- Barbara Amiel Black /s/ Dwayne O. Andreas Director June 20, 1997 - ---------------------- Dwayne O. Andreas /s/ Richard Burt Director June 20, 1997 - ----------------------- Richard Burt II-2 /s/ Raymond G. Chambers Director June 20, 1997 - ----------------------- Raymond G. Chambers /s/ Daniel W. Colson Director June 20, 1997 - ----------------------- Daniel W. Colson /s/ Henry A. Kissinger Director June 20, 1997 - ----------------------- Henry A. Kissinger /s/ Marie-Josee Kravis Director June 20, 1997 - ----------------------- Marie-Josee Kravis /s/ Shmuel Meitar Director June 20, 1997 - ----------------------- Shmuel Meitar /s/ Richard N. Perle Director June 20, 1997 - ----------------------- Richard N. Perle /s/ Robert S. Strauss Director June 20, 1997 - ----------------------- Robert S. Strauss /s/ Alfred Taubman Director June 20, 1997 - ----------------------- Alfred Taubman /s/ James R. Thompson Director June 20, 1997 - ----------------------- James R. Thompson /s/ Lord Weidenfeld Director June 20, 1997 - ----------------------- Lord Weidenfeld /s/ Leslie H. Wexner Director June 20, 1997 - ----------------------- Leslie H. Wexner II - 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION SEQUENTIAL PAGE NUMBER 4.1 Restated Certificate of Incorporation of Hollinger International Inc. (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K dated October 13, 1995 and to Exhibit 3.01 to the Registrant's Registration Statement on Form S-3 (File No. 333-06619)). 4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 33-74980)). 5.1 Opinion of Kirkpatrick & 7 Lockhart LLP, as to the legality of the shares being registered. 23.1 Consent of KPMG Peat 8 Marwick LLP. 23.2 Consent of Kirpatrick & Lockhart LLP (included in Opinion filed as Exhibit 5.1). 24.1 Power of Attorney (set 4 forth on the signature page of this Registration Statement). II - 4 EX-5 2 EX 5-1, OPINION RE: LEGALITY Exhibit 5.1 June 20, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. Ladies and Gentlemen: We are counsel to Hollinger International Inc., a Delaware corporation (the "Company"), in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended, of 15,000 shares of Class A Common Stock of the Company, par value $.01 per share (the "Shares"), which may be issued by the Company upon the exercise of options granted pursuant to the Hollinger International Inc. 1997 Stock Incentive Plan (the "Plan"). We are familiar with the Registration Statement and the Plan, and have examined the Company's Restated Certificate of Incorporation and the Company's Bylaws, as amended. We have also examined such other public and corporate documents, certificates, instruments and corporate records, and such questions of law, as we have deemed necessary or appropriate for the purposes of this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and will, when issued upon the exercise of options in accordance with the provisions of the Plan, be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Kirkpatrick & Lockhart LLP EX-23 3 EX-23.1 AUDITORS' CONSENT Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT The Board of Directors Hollinger International Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Hollinger International Inc. of our report dated February 28, 1997, relating to the consolidated balance sheets of Hollinger International Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of Hollinger International Inc. /s/ KPMG Peat Marwick LLP Chicago, Illinois June 19, 1997 -----END PRIVACY-ENHANCED MESSAGE-----