AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 2004.
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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OHIO 31-1223339
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
312 WALNUT STREET, SUITE 2800
CINCINNATI, OHIO 45202
(513) 977-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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THE E.W. SCRIPPS COMPANY
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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M. DENISE KUPRIONIS
VICE PRESIDENT, CORPORATE SECRETARY, AND DIRECTOR OF LEGAL AFFAIRS
312 WALNUT STREET, SUITE 2800
CINCINNATI, OHIO 45202
(Name and address of agent for service)
(513) 977-3000
(Telephone number, including area code, of agent for service)
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PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
WILLIAM APPLETON, ESQ.
BAKER & HOSTETLER LLP
312 WALNUT STREET, SUITE 3200
CINCINNATI, OHIO 45202
(513) 929-3400
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
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Class A Common Shares, 600,000 $47.41 $28,446,000 $3,605
$.01 par value
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional Class A Common Shares
that may become issuable pursuant to the anti-dilution provisions of the
Registrant's Employee Stock Purchase Plan described herein by reason of any
stock dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration that increases the number of the
Registrant's outstanding Class A Common Shares.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as
amended. The proposed maximum aggregate offering price is based upon the average
of the high and low prices of the Registrant's Class A Common Shares traded on
the New York Stock Exchange, Inc. as reported on November 1, 2004.
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REGISTRATION OF ADDITIONAL SECURITIES UNDER EMPLOYEE STOCK PURCHASE PLAN
With respect to the Class A Common Shares hereby registered under The
E.W. Scripps Company Employee Stock Purchase Plan (the "Plan"), the Registrant's
Registration Statement on Form S-8 as filed with the Commission on November 21,
1997 (File No. 333-40767), referred to as the "Prior Form S-8," is incorporated
herein by reference.
The Company is registering 600,000 Class A Common Shares under this
Registration Statement. Under the Prior Form S-8, the Company previously
registered for issuance under the Plan 400,000 of its Class A Common Shares (as
adjusted for a subsequent two for one stock split).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
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5 Opinion of Baker & Hostetler LLP
23.1 Consent of Baker & Hostetler LLP (included in Opinion filed
as Exhibit 5 hereto)
23.2 Consent of Deloitte & Touche LLP
24.2 Power of Attorney (Directors and Officers)
99.1 The E.W. Scripps Company Employee Stock Purchase Plan(1)
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(1) Incorporated by reference to the Registrant's Registration Statement
on Form S-8 (File No. 333-40767), as filed with the Securities and
Exchange Commission on November 21, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, The
E.W. Scripps 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 this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on November 2, 2004.
THE E.W. SCRIPPS COMPANY
By: /s/ Joseph G. NeCastro
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Joseph G. NeCastro
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant in the capacities indicated, on November 2, 2004.
SIGNATURE TITLE
* Chairman of the Board
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William R. Burleigh
* President, Chief Executive Officer and Director
------------------------ (Principal Executive Officer)
Kenneth W. Lowe
Senior Vice President and Chief Financial Officer
------------------------ (Principal Financial and Accounting Officer)
Joseph G. NeCastro
* Director
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John H. Burlingame
* Director
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Jarl Mohn
* Director
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Nicholas B. Paumgarten
* Director
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Nackey E. Scagliotti
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* Director
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Jeffrey Sagansky
* Director
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Edward W. Scripps
* Director
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Paul K. Scripps
* Director
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Ronald W. Tysoe
* Director
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Julie A. Wrigley
* Director
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David A. Galloway
*Joseph G. NeCastro, by signing his name hereto, does sign this Registration
Statement on behalf of the persons indicated above pursuant to the powers of
attorney duly executed by such persons and filed as one or more Exhibits to this
Registration Statement.
By: /s/ Joseph G. NeCastro
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Joseph G. NeCastro
Attorney-in-Fact
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