S-8

As filed with the Securities and Exchange Commission on September 16, 2013

Registration No. 333-         

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VALASSIS COMMUNICATIONS, INC.

			(Exact name of Registrant as specified in its charter)
	Delaware			38-2760940
	(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification Number.)
		19975 Victor Parkway Livonia, Michigan 48152 (734) 591-3000
		(Address of Principal Executive Offices, including Zip Code and Telephone Number)
AMENDED AND RESTATED VALASSIS COMMUNICATIONS, INC. 2008 OMNIBUS INCENTIVE COMPENSATION PLAN
		(Full Title of the Plan)
		Todd L. Wiseley, Esq. Valassis Communications, Inc. 19975 Victor Parkway Livonia, Michigan 48152  (734) 591-3000
		(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
		Copies to: Amy S. Leder, Esq. McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173 (212) 547-5400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer  x    Accelerated Filer  ¨

Non-Accelerated Filer  ¨ (Do not check if a smaller reporting company)    Smaller Reporting Company  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.01 per share	1,816,571 shares	$28.85	$52,408,073.35	$7,148.47

(1)   This Registration Statement also covers any additional shares of Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant’s receipt of consideration which results in an increase in the number of outstanding shares of Registrant’s common stock.  

(2)   Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the Registrant’s common stock on the New York Stock Exchange on September 13, 2013.

EXPLANATORY NOTE

This registration statement is being filed pursuant to General Instruction E to Form S-8 (“General Instruction E”) for the purpose of registering 1,816,571 additional shares of common stock, par value $.01 per share (the “Common Stock”), of Valassis Communications, Inc. (the “Company”) to be offered to participants under the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan, initially adopted in 2008 (the “Original Plan”) and amended at the annual meeting of stockholders on May 3, 2012 (the “First Amendment”) and amended and restated at the annual meeting of stockholders on May 3, 2013 (the “Amended and Restated 2008 Plan” and, together with the Original Plan and the First Amendment, the “2008 Plan”).  The Company originally registered shares of Common Stock for issuance under the 2008 Plan under a Registration Statement on Form S-8, filed with the United States Securities and Exchange Commission (the “SEC”) on June 30, 2008 (SEC File No. 333−152026) (the “2008 Registration Statement”).

The shares registered hereunder include 1,500,000 million shares added to the 2008 Plan pursuant to the Amended and Restated 2008 Plan, which was approved by the Company’s stockholders at the annual meeting of stockholders held on May 3, 2013, and the Additional Carried Forward Shares (as defined and discussed below). Pursuant to the 2008 Plan, any shares of Common Stock subject to an outstanding award under the Valassis Communications, Inc. 2005 Employee and Director Restricted Stock Award Plan (the “2005 Plan”), the Valassis Communications, Inc. Broad-Based Incentive Plan (the “Broad-Based Plan”) and the Valassis Communications, Inc. 2002 Long-Term Incentive Plan (the “2002 Plan” and, together with the 2005 Plan and the Broad-Based Plan, the “Prior Plans”) that are canceled, expired, forfeited, settled in cash or otherwise terminated without a delivery of shares to the grantee are made available for awards under the 2008 Plan.  In connection therewith, the Company previously registered an aggregate of 2,005,317 additional shares that had been included in the shares reserved for issuance under the 2008 Plan as a result of the cancellation, expiration, forfeiture, settlement in cash or other termination of previously made awards under the Prior Plans during the period between April 24, 2008 and September 19, 2012 under Registration Statements on Form S-8, filed with the SEC on December 14, 2010 (SEC File No. 333−171150), December 5, 2011 (SEC File No. 333-178331) and September 20, 2012 (SEC File No. 184000).  In addition, an aggregate of 316,571 additional shares (the “Additional Carried Forward Shares”) have been included in the shares reserved for issuance under the 2008 Plan as a result of the cancellation, expiration, forfeiture, settlement in cash or other termination of previously made awards under the Broad-Based Plan and the 2002 Plan during the period between September 20, 2012 and September 13, 2013, which shares are included in this Registration Statement.

The Additional Carried Forward Shares represent (a) 260,841 shares that were previously registered for issuance under the Broad-Based Plan pursuant to the Company’s Registration Statement on Form S-8, filed with the SEC on September 7, 2005 (File No. 333−128158), and (b) 55,730 shares that were previously registered for issuance under the 2002 Plan pursuant to the Company’s Registration Statement on Form S-8, filed with the SEC on March 27, 2003 (File No. 333−104072), all of which have not been issued pursuant to the applicable Prior Plan and have been transferred to the 2008 Plan for issuance thereunder.  The Company is concurrently filing with the SEC post-effective amendments to the Registration Statements on Form S-8 specified in clauses (a) and (b) above deregistering the Additional Carried Forward Shares under the Broad-Based Plan and 2002 Plan, as applicable.

Pursuant to General Instruction E, the contents of the 2008 Registration Statement are hereby incorporated herein by reference, except to the extent amended, supplemented or modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.                 Incorporation of Documents By Reference.

The following documents of the Company (File No. 001-10991) previously filed with the SEC are hereby incorporated in this Registration Statement by reference:

(a)   Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 1, 2013;

(b)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 filed with the SEC on May 8, 2013;

(c)   Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 filed with the SEC on August 6, 2013;

(d)   Current Reports on Form 8-K filed with the SEC on March 11, 2013, April 18, 2013, April 30, 2013, May 8, 2013, June 6, 2013 and September 12, 2013; and

(e)   The description of the Common Stock contained in the Registration Statement on Form 8-A filed with the SEC on January 23, 1992 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective date of filing of each of those reports or documents until the filing of a post-effective amendment to this Registration Statement which indicates either that all securities offered by this Registration Statement have been sold or which deregisters all of the securities under this Registration Statement then remaining unsold.

Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 5.                 Interests of Named Experts and Counsel.

The Company’s General Counsel and Executive Vice President, Administration, Todd L. Wiseley, Esq., has passed upon the validity of the shares of the Common Stock offered under this Registration Statement, which opinion is included herewith as Exhibit 5.1.  Mr. Wiseley beneficially owned as of September 13, 2013 approximately 126,655 shares of Common Stock, which includes 57,334 shares of Common Stock subject to currently exercisable options or options exercisable within 60 days.  Mr. Wiseley is eligible to participate in the 2008 Plan.

Item 8.                 Exhibits.

For a list of exhibits, see the attached Exhibit Index, which is hereby incorporated into this Item by reference.

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 Livonia, State of Michigan, on the 16th day of September, 2013.

VALASSIS COMMUNICATIONS, INC.

By: /s/ Robert A. Mason                                                      

Robert A. Mason

President and

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Robert A. Mason, Robert L. Recchia and Todd L. Wiseley, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorney-in-fact and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act and any requirements of the SEC in respect thereof, in connection with the filing with the SEC of this Registration Statement on Form S-8 under the Securities Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the SEC, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorney-in-fact and agent, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

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 dates indicated.

SIGNATURE	TITLE	DATE
/s/ Joseph B. Anderson, Jr.	Director	September 16, 2013
Joseph B. Anderson, Jr.
/s/ Kenneth V. Darish	Director	September 16, 2013
Kenneth V. Darish

/s/ Robert A. Mason	President, Chief Executive Officer and Director (Principal Executive Officer)	September 16, 2013
Robert A. Mason
/s/ Robert L. Recchia	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	September 16, 2013
Robert L. Recchia
/s/ Thomas J. Reddin	Director	September 16, 2013
Thomas J. Reddin
/s/ Alan F. Schultz	Director	September 16, 2013
Alan F. Schultz
/s/ Wallace S. Snyder	Director	September 16, 2013
Wallace S. Snyder
/s/ Luis A. Ubiñas	Director	September 16, 2013
Luis A. Ubiñas
/s/ Faith Whittlesey	Director	September 16, 2013
Faith Whittlesey

EXHIBIT INDEX

Exhibit No.	Description
4.1	Indenture, dated as of January 28, 2011, by and among Valassis Communications, Inc., the Subsidiary Guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the 6⅝% Senior Notes due 2021 (incorporated by reference to Exhibit 4.1 to Valassis’ Form 8-K (SEC File No. 001-10991) filed on February 3, 2011).
5.1	Opinion of Todd L. Wiseley, Esq., General Counsel of Valassis Communications, Inc., dated September 16, 2013, as to the legality of the securities being offered.*
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.*
23.2	Consent of Todd L. Wiseley, Esq. (included in Exhibit 5.1).*
24.1	Power of Attorney (included on signature page to this Registration Statement).*
99.1	Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit C to the Company’s Proxy Statement (SEC File No. 001-10991) filed on April 3, 2013).

____________________

*     Filed Herewith

EX-5.1

[VALASSIS LETTERHEAD]

EXHIBIT 5.1

 September 16, 2013

Valassis Communications, Inc.

19975 Victor Parkway

Livonia, Michigan 48152

Re: 1,816,571 shares of common stock, $0.01 par value per share (the “Common Stock”), reserved for issuance pursuant to the Amended and Restated Valassis Communications, Inc. 2008 Omnibus Incentive Compensation Plan (the “Plan”)

Ladies and Gentlemen:

I am General Counsel and Executive Vice President, Administration to Valassis Communications, Inc. (the “Company”) and am delivering this opinion in connection with the preparation and filing with the United States Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, with respect to 1,816,571 shares of Common Stock issuable pursuant to the Plan (the “Shares”).

In arriving at the opinion expressed below, I, or attorneys under my supervision, have examined the Registration Statement and the Plan.  In addition, I have examined and relied, to the extent I deemed proper, on certificates of officers of the Company as to factual matters, certificates of public officials and other persons and on the originals or copies certified or otherwise identified to my satisfaction of all such corporate records of the Company and such other documents, instruments and certificates as I have deemed necessary to enable me to express the opinion hereinafter set forth.  In my examination, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the original documents of all documents submitted to me as copies, and the genuineness of all signatures on documents reviewed by me and the legal capacity of natural persons.

Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized and, when and to the extent issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinion herein as to the laws of any other jurisdiction.

I hereby consent to all references to myself in the Registration Statement and to the filing of this opinion letter as an exhibit to the Registration Statement.  In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Todd L. Wiseley, Esq.

Todd L. Wiseley, Esq.

General Counsel and Executive Vice President, Administration

EX-23.1

EXHIBIT 23.1

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 1, 2013, relating to (i)  the financial statements and financial statement schedule of Valassis Communications, Inc. and subsidiaries (the “Company”) and (ii) the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2012.

/s/ DELOITTE & TOUCHE LLP

Detroit, Michigan

September 16, 2013