-----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, JEg+Xx+3pr+GzBqzK5/RFi3Aw3APMM9wlkOhz6m3/6WtXE+piU2GVGzZEo28K2Vd wplNZMuRgFuTMZRgamzQNQ== 0000950150-95-000768.txt : 19951222 0000950150-95-000768.hdr.sgml : 19951222 ACCESSION NUMBER: 0000950150-95-000768 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951221 EFFECTIVENESS DATE: 19960109 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65259 FILM NUMBER: 95603552 BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1995 REGISTRATION NO. ______ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ________________________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ________________________________ THE TIMES MIRROR COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 95-4481525 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number)
TIMES MIRROR SQUARE, LOS ANGELES, CALIFORNIA 90053 (Address of Principal Executive Offices) (Zip Code) THE TIMES MIRROR COMPANY 1996 MANAGEMENT INCENTIVE PLAN; THE TIMES MIRROR COMPANY 1996 EMPLOYEE STOCK OPTION PLAN; THE TIMES MIRROR COMPANY 1996 EMPLOYEE STOCK PURCHASE PLAN; AND THE TIMES MIRROR COMPANY NON-EMPLOYEE DIRECTORS STOCK PLAN (Full Title of the Plan) E. THOMAS UNTERMAN SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER THE TIMES MIRROR COMPANY TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90053 (213) 237-3700 (Name and Address and Telephone Number, Including Area Code, of Agent for Service) _______________ Copies to: KATHLEEN G. MCGUINNESS, ESQ. PETER F. ZIEGLER, ESQ. VICE PRESIDENT AND GENERAL COUNSEL GIBSON, DUNN & CRUTCHER THE TIMES MIRROR COMPANY 333 SOUTH GRAND AVENUE TIMES MIRROR SQUARE LOS ANGELES, CALIFORNIA 90071 LOS ANGELES, CALIFORNIA 90053 (213) 229-7000 (213) 237-3700
______________ =============================================================================== CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED(1) PRICE PER SHARE(2) PRICE(2) REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- Series A Common Stock, $1.00 par value per share 21,000,000 $33.9375 $712,687,500 $142,537.50 - ---------------------------------------------------------------------------------------------------------------
2 (1) Of the 21,000,000 shares of Series A Common Stock being registered hereunder, up to (i) 14,500,000 shares are reserved for issuance pursuant to The Times Mirror Company 1996 Management Incentive Plan (the "MIP"), (ii) 2,000,000 shares are reserved for issuance pursuant to The Times Mirror Company 1996 Employee Stock Option Plan (the "ESOP"), (iii) 4,000,000 shares are reserved for issuance pursuant to The Times Mirror Company 1996 Employee Stock Purchase Plan (the "ESSP"), and (iv) 500,000 shares are reserved for issuance pursuant to The Times Mirror Company Non-Employee Directors Stock Plan (the "Directors Plan"). Pursuant to Rule 416, there is also being registered such number of additional shares of Series A Common Stock which may become available for issuance pursuant to the foregoing plans in the event of certain changes in outstanding shares, including reorganizations, recapitalizations, stock splits, stock dividends and reverse stock splits. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)(1) on the basis of the average high and low prices of the Series A Common Stock of The Times Mirror Company, as reported on the New York Stock Exchange on December 14, 1995. =============================================================================== 3 PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION. Not filed as part of this Registration Statement pursuant to Note to Item 1 of Form S-8. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. Not filed as part of this Registration Statement pursuant to Note to Item 1 of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference: (1) the Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed; (2) all other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above; and (3) the description of the Series A Common Stock set forth under the caption "Description of Registrant's Securities to be Registered" in the Registrant's Registration Statement on Form 8-A dated November 21, 1994, as amended on December 8, 1994, together with any amendment or report filed with the Commission for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 document that also is incorporated or deemed to be incorporated by reference herein, 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 4 Statement. Subject to the foregoing, all information appearing in this Registration Statement is qualified in its entirety by the information appearing in the documents incorporated by reference. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the issuance of the shares of Series A Common Stock offered pursuant to the Prospectus related hereto will be passed on for the Registrant by Gibson, Dunn & Crutcher, Los Angeles, California. Since 1991, William Stinehart, Jr., a partner in the law firm of Gibson, Dunn & Crutcher, has been a director and a member of the Executive Committee, the Executive Personnel and Compensation Committee and the Finance Committee of the Registrant and the Registrant's predecessor corporation. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation or entity. Depending on the character of the proceeding, a corporation may indemnify against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding if the person identified acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation and, with respect to any criminal action or proceeding, had no cause to believe his or her conduct was unlawful. In the case of an action by or in the right of the corporation, no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a Court of Chancery or the court in which such action or suit was brought shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Section 145 further provides that to the extent that a director or officer of a corporation has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter herein, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. The Restated Certificate of Incorporation and By-laws of the Registrant provide, in effect, that, to the fullest extent permitted by the Delaware General Corporation Law, the Registrant has the power to indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding of the type described above by reason of the fact that he or she is or was a director, officer, employee or agent of the Registrant. The Registrant's Restated Certificate of Incorporation relieves its directors from monetary damages to the Registrant or its stockholders for breach of such director's fiduciary duty as a director to the full extent permitted by the Delaware General Corporation Law. Under Section 102(a)(7) of the Delaware General Corporation Law, a corporation may limit or eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except (i) for a breach of the duty of loyalty, (ii) for failure to act in good faith, (iii) for intentional misconduct or knowing violation of law, (iv) for willful or negligent violations of certain provisions in the Delaware General Corporation 4 5 Law imposing certain requirements with respect to stock purchases, redemptions and dividends or (v) for any transaction from which the director derived an improper personal benefit. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 5 Opinion of Gibson, Dunn & Crutcher. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5). ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 6 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 6 7 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 Los Angeles, State of California, on this 18th day of December, 1995. THE TIMES MIRROR COMPANY By /S/ -------------------------------------- MARK H. WILLES President and Chief Executive Officer Each person whose signature appears below constitutes and appoints Mark H. Willes, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this 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 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 as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /S/ Director, President and ------------------------------------------- Chief Executive Officer MARK H. WILLES (Principal Executive Officer) December 18, 1995 /S/ Senior Vice President and December 18, 1995 -------------------------------------------- Chief Financial Officer E. THOMAS UNTERMAN (Principal Financial Officer) /S/ Controller December 18, 1995 -------------------------------------------- (Principal Accounting Officer) STUART K. COPPENS /S/ Chairman of the Board December 18, 1995 -------------------------------------------- ROBERT F. ERBURU /S/ Director December 18, 1995 -------------------------------------------- C. MICHAEL ARMSTRONG /S/ Director December 18, 1995 -------------------------------------------- GWENDOLYN GARLAND BABCOCK
7 8 /S/ Director December 18, 1995 ------------------------------------------ DONALD R. BEALL /S/ Director December 18, 1995 ------------------------------------------ JOHN E. BRYSON /S/ Director December 18, 1995 ------------------------------------------ BRUCE CHANDLER /S/ Director December 18, 1995 ------------------------------------------ OTIS CHANDLER /S/ Director December 18, 1995 ------------------------------------------ CLAYTON W. FRYE, JR. /S/ Director December 18, 1995 ------------------------------------------ DAVID LAVENTHOL /S/ Director December 18, 1995 ------------------------------------------ DR. ALFRED E. OSBORNE, JR. /S/ Director December 18, 1995 ------------------------------------------ JOAN A. PAYDEN /S/ Director December 18, 1995 ------------------------------------------ WILLIAM STINEHART, JR. /S/ Director December 18, 1995 ------------------------------------------ HAROLD M. WILLIAMS /S/ Director December 18, 1995 ------------------------------------------ WARREN B. WILLIAMSON /S/ Director December 18, 1995 ------------------------------------------ DR. EDWARD ZAPANTA
8 9
EXHIBIT INDEX Exhibit Description ------- ----------- 5 Opinion of Gibson, Dunn & Crutcher. 23.1 Consent of Ernst & Young LLP. 23.2 Consent of Gibson, Dunn & Crutcher (included in Exhibit 5).
9 EX-5 2 EXHIBIT 5 - OPINION OF GIBSON, DUNN & CRUTCHER 1 Gibson, Dunn & Crutcher 333 South Grand Avenue Los Angeles, California 90071-3197 December 21, 1995 C 91007-03894 The Times Mirror Company Times Mirror Square Los Angeles, California 90053 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to The Times Mirror Company, a Delaware corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 21,000,000 shares of Series A Common Stock, $1.00 par value per share, of the Company (the "Shares"), which have been reserved for issuance from time to time pursuant to awards to be granted by the Company from time to time under the Company's 1996 Management Incentive Plan (the "MIP"), the Company's Non-Employee Directors Stock Plan (the "Directors Plan"), the Company's 1996 Employee Stock Option Plan and the Company's 1996 Employee Stock Purchase Plan (collectively, the "Plans"). We have examined, among other things, the Company's Restated Certificate of Incorporation and Bylaws, the Plans, and records of corporate proceedings and other actions taken and proposed to be taken by the Company in connection with the adoption of the Plans by the Company, including without limitation, the Company's proposal to submit the MIP and the Directors Plan to the Company's stockholders for approval, and in connection with the authorization, issuance and sale of the Shares. We have assumed for purposes of this opinion that the MIP and the Directors Plan will be duly submitted and validly approved by the requisite vote of the Company's stockholders prior to the issuance of any of the shares under the MIP and the Directors Plan. Based on the foregoing and in reliance thereon, it is our opinion that the EXHIBIT 5 2 Shares, when issued pursuant to awards granted and settled or exercised in accordance with the provisions of the Plans, will be legally issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, GIBSON, DUNN & CRUTCHER PZ/ROM EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Times Mirror Company 1996 Management Incentive Plan; The Times Mirror Company 1996 Employee Stock Option Plan; The Times Mirror Company 1996 Employee Stock Purchase Plan; and The Times Mirror Company Non-Employee Directors Stock Plan of our report dated February 1, 1995, with respect to the consolidated financial statements and schedule of The Times Mirror Company included in its Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Los Angeles, California December 21, 1995 -----END PRIVACY-ENHANCED MESSAGE-----