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Name | Symbol | Market | Type |
---|---|---|---|
New Media Investment Group Inc (PK) | USOTC:NWDVW | OTCMarkets | Equity Warrant |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.005 | 0.0001 | 0.005 | 0.00 | 01:00:00 |
Delaware
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38-3910250
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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☒ |
Accelerated filer
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☐ | |
Non-accelerated filer
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☐ |
(Do not check if a smaller reporting company)
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Smaller reporting company
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☐ |
Title of Each Class of
Securities to be Registered
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Amount to be Registered (1)(2)
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Proposed
Maximum
Offering Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of Registration Fee (3)
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Common stock, par value $0.01 per share
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16,364,584 shares
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N/A
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N/A
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N/A
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(1) |
This Post-Effective Amendment No. 1 on Form S-8 (this “Registration Statement”) to the Form S-4 (File No. 333-233509), as amended, initially filed by Gannett Co., Inc.
(formerly known as New Media Investment Group Inc.), a Delaware corporation (the “Company”), on August 29, 2019 (the “Form S-4”), covers 16,364,584 shares of common stock, par value $0.01 per share of the Company (“Company
Common Stock”), originally registered on the Form S-4.
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(2) |
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover (i) any additional shares
of Company Common Stock that may become issuable under any Plan (as defined below) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in
an increase in the number of outstanding shares of Company Common Stock and (ii) an indeterminate amount of plan interests to be offered or sold pursuant to the Gannett Co., Inc. 401(k) Savings Plan.
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(3) |
Not applicable. All filing fees payable in connection with the registration of these securities were paid in connection with the filing of the Form S-4, which registered
82,781,585 shares of Company Common Stock, including Company Common Stock issuable pursuant to stock-based awards that were to be assumed by the Company upon completion of the Company’s acquisition of Gannett Media Corp. (formerly known
as Gannett Co., Inc.), a Delaware corporation (“Legacy Gannett”), including the 16,364,584 shares being registered hereunder which may be issued, offered or sold pursuant to the Gannett Co., Inc. 2015 Deferred Compensation Plan,
the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) and the Gannett Co., Inc. 401(k) Savings Plan (in each case, as amended or restated from time to time) (such plans, collectively, the “Plans”),
as described in the Explanatory Note below.
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• |
each outstanding Legacy Gannett restricted stock award granted pursuant to the Omnibus Plan was converted into the right to receive the Merger Consideration for each Legacy Gannett
Share granted pursuant to such award;
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• |
each outstanding Legacy Gannett restricted stock unit award granted pursuant to the Omnibus Plan, other than a Gannett PSU (as defined below) (each, a “Legacy Gannett RSU”),
was converted into a Company restricted stock unit award relating to a number of shares of the Company’s common stock determined by multiplying (x) the number of Legacy Gannett Shares subject to such Legacy Gannett RSU by (y) an equity
award exchange ratio described in the Merger Agreement (the “Equity Award Exchange Ratio”), rounded to the nearest whole number;
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• |
each outstanding Legacy Gannett performance share award that is subject to performance-based vesting conditions (each, a “Legacy Gannett PSU”) granted pursuant to the Omnibus
Plan was converted into a Company restricted stock unit award relating to a number of shares of the Company’s common stock determined by multiplying (x) the number of Legacy Gannett Shares subject to such Legacy Gannett PSU based on
target performance if such Legacy Gannett PSU was granted within one year of the closing date of the Merger, or, in the case of each other Legacy Gannett PSU, actual performance as of the closing date of the Merger, by (y) the Equity
Award Exchange Ratio, rounded to the nearest whole number; and
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• |
each outstanding Legacy Gannett phantom share unit subject to a Legacy Gannett deferred compensation plan with a value equal to the value of Legacy Gannett common stock, whether
payable in cash or Legacy Gannett Shares (each, a “Legacy Gannett Phantom Share Unit”), was converted into a Company phantom share unit with a value equal to the value of the Company’s common stock and relating to a number of
shares of the Company’s common stock determined by multiplying (x) the number of Legacy Gannett Shares subject to each Legacy Gannett Phantom Share Unit by (y) the Equity Award Exchange Ratio, rounded to the nearest whole number.
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• |
The Company’s Annual Report on Form 10-K for the fiscal year ended December 30,
2018.
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• |
The Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March
31, 2019, June 30, 2019 and September 29, 2019.
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• |
The Company’s Current Reports on Form 8-K filed on February 6, 2019, May 8, 2019, May 23, 2019, August 6, 2019, September 19, 2019, September 26, 2019, October 1, 2019, October 17, 2019, October 30, 2019, November 4, 2019 and November 20, 2019
(other than the portions of those documents not deemed to be filed pursuant to the rules promulgated under the Exchange Act).
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• |
The Gannett Co., Inc. 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2018.
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The description of Company Common Stock contained in the Company’s registration statement on Form S-3ASR, filed with the SEC on April 5, 2018, and Form S-1/A, filed with the SEC on January 13, 2015, in each case, including any subsequently filed amendments and reports updating such description.
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Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A, filed January
15, 2014).
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed January 15, 2014).
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Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed August 2, 2018).
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K, filed on November 20, 2019).
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Amended and Restated Bylaws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 20, 2019).
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2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (incorporated herein by reference to Exhibit 10.8 to Legacy Gannett’s Current Report on Form 8-K, filed on June 30, 2015).
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Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals (incorporated herein by reference to Exhibit 10.2 to Legacy Gannett’s Current Report on Form 8-K, filed
on June 6, 2017).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 2, effective as of July 31, 2018 (incorporated herein by reference to Exhibit 10.2 to
Legacy Gannett’s Current Report on Form 8-K filed on August 1, 2018).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 3, effective as of October 17, 2018 (incorporated herein by reference to Exhibit 10.4 to
Legacy Gannett’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
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4.5
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Pre-2005 Deferrals, Amendment No. 4, effective as of November 19, 2019.
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2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (incorporated herein by reference to Exhibit 10.9 to Legacy Gannett’s Current Report on Form 8-K, filed on June 30, 2015).
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Amendment No. 1 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed
on December 2, 2016).
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Amendment No. 2 to 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed
on June 6, 2017).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 3, effective as of July 31, 2018 (incorporated herein by reference to Exhibit 10.1 to
Legacy Gannett’s Current Report on Form 8-K, filed on August 1, 2018).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 4, effective as of October 17, 2018 (incorporated herein by reference to Exhibit 10.2 to
Legacy Gannett’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018).
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 5, effective as of December 7, 2018 (incorporated herein by reference to Exhibit 10.21 to
Legacy Gannett’s Annual Report on Form 10-K for the year ended December 31, 2018).
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4.12
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 6, effective as of November 19, 2019.
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2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 4.1 to Legacy Gannett’s Registration Statement on Form S-3, filed on June 29, 2015).
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Amendment No. 1 to 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed on May 11, 2017).
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Amendment No. 2 to 2015 Omnibus Incentive Compensation Plan (incorporated herein by reference to Exhibit 10.1 to Legacy Gannett’s Current Report on Form 8-K, filed on May 9, 2018).
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Gannett Co., Inc. 401(k) Savings Plan.
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Amendment No. 1 to Gannett Co., Inc. 401(k) Savings Plan
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Opinion of Cravath, Swaine & Moore LLP regarding legality of Company Common Stock being registered.
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Consent of Cravath, Swaine & Moore LLP (included in the opinion filed as Exhibit 5.1).
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Consent of Ernst & Young LLP, independent registered public accounting firm of the Company.
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Consent of Ernst & Young LLP, independent registered public accounting firm of Legacy Gannett.
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Power of Attorney (included on the signature pages to the Company’s Registration Statement on Form S-4 (File No. 333-233509) filed on August 29, 2019, to which this is Post-Effective
Amendment No. 1 on Form S-8).
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Power of Attorney.
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(a) |
The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) that,
individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) promulgated under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in
this Registration Statement;
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(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.
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(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.
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(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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this 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.
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(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 SEC such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue.
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NEW MEDIA INVESTMENT GROUP INC.
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By:
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/s/ Michael E. Reed
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Name:
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Michael E. Reed
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Title:
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Chief Executive Officer
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Signature
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Title
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Date
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*/s/ Michael E. Reed
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Chief Executive Officer and Director
(Principal Executive Officer and
Interim Principal Accounting Officer)
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November 20, 2019
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Michael E. Reed | ||||
*/s/ Alison Engel
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Chief Financial Officer
(Principal Financial Officer)
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November 20, 2019
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Alison Engel | ||||
*/s/ Theodore P. Janulis
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Director
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November 20, 2019
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Theodore P. Janulis | ||||
*/s/ Kevin Sheehan
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Director
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November 20, 2019
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Kevin Sheehan | ||||
*/s/ Laurence Tarica
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Director
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November 20, 2019
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Laurence Tarica | ||||
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||||
*/s/ Mayur Gupta
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Director
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November 20, 2019
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Mayur Gupta | ||||
*/s/ Maria Miller
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Director
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November 20, 2019
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Maria Miller | ||||
*/s/ John Jeffry Louis
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Director
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November 20, 2019
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John Jeffry Louis | ||||
*/s/ Debra Sandler
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Director
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November 20, 2019
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Debra Sandler | ||||
*/s/ Barbara Wall
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Director
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November 20, 2019
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Barbara Wall |
*By:
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/s/ Ivy Hernandez
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Ivy Hernandez
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Attorney-in-Fact
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GANNETT CO., INC. 401(K) SAVINGS PLAN
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By:
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/s/ David Harmon
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Name: David Harmon
Title: Member, Benefit Plans Committee
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By:
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/s/ Stacy Cunningham
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Name: Stacy Cunningham
Title: Member, Benefit Plans Committee
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By:
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/s/ Michaela Oliver
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Name: Michaela Oliver
Title: Member, Benefit Plans Committee
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By:
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/s/ Minakshi Sundaram
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Name: Minakshi Sundaram
Title: Member, Benefit Plans Committee
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1 Year New Media Investment (PK) Chart |
1 Month New Media Investment (PK) Chart |
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