-----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, DPw2wJqoZ6uzKhy4cKiA524R0FgX/qAXSHnJ91TnGvzC9205GbzV5Z1/yo2jkKSj M6nwrJWwLM941eB+GKH1SA== 0000950142-08-001227.txt : 20080630 0000950142-08-001227.hdr.sgml : 20080630 20080630164235 ACCESSION NUMBER: 0000950142-08-001227 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080620 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SUN-TIMES MEDIA GROUP 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 BUSINESS ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 BUSINESS PHONE: 3123212299 MAIL ADDRESS: STREET 1: 350 NORTH ORLEANS ST STREET 2: FLOOR 10 SOUTH CITY: CHICAGO STATE: IL ZIP: 60654-1771 FORMER COMPANY: FORMER CONFORMED NAME: HOLLINGER INTERNATIONAL INC DATE OF NAME CHANGE: 19951020 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN PUBLISHING COMPANY DATE OF NAME CHANGE: 19940204 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KUMAR ROHIT CENTRAL INDEX KEY: 0001438903 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14164 FILM NUMBER: 08926326 BUSINESS ADDRESS: BUSINESS PHONE: (312) 321-2299 MAIL ADDRESS: STREET 1: C/O SUN-TIMES MEDIA GROUP, INC. STREET 2: 350 NORTH ORLEANS ST., FLOOR 10-S CITY: CHICAGO STATE: IL ZIP: 60654 3 1 form3_kumarex.xml X0203 3 2008-06-20 0 0000868512 SUN-TIMES MEDIA GROUP INC SUTM 0001438903 KUMAR ROHIT C/O SUN-TIMES MEDIA GROUP, INC. 350 NORTH ORLEANS ST., FLOOR 10-S CHICAGO IL 60654 0 1 0 0 VP of Technology Class A Common Stock 2076 D Deferred Stock Units granted December 14, 2007 Common Stock, Class A 25000 D Deferred Stock Units granted December 18, 2007 Common Stock, Class A 35538 D Deferred Stock Units granted December 21, 2007 Common Stock, Class A 8417 D The Deferred Stock Units were issued pursuant to the 1999 Stock Incentive Plan of Sun-Times Media Group, Inc. (the "Company"). Upon the vesting of the Deferred Stock Units, the Company shall transfer to the Reporting Person one share of common stock for each Deferred Stock Unit held by the Reporting Person. Deferred Stock Units shall vest in accordance with the following schedule: (i) 100% of the Deferred Stock Units awarded shall vest and become nonforfeitable on December 12, 2008, unless forfeited earlier under paragraph (v) below; (ii) upon the Reporting Person's termination of employment by death or permanent disability, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such death or permanent disability; (iii) upon the Reporting Person's termination of employment by reason of retirement from the Company or its subsidiaries at or after attaining the age of 59 1/2 and after having served as an employee of the Company or its subsidiaries for at least five continuous years, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on such termination of employment; (iv) upon a change in control of the Company, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such change of control unless forfeited earlier under paragraph (v) below; or (v) unless the Compensation Committee of the Company determines otherwise in its sole discretion, if the Reporting Person's employment with the Company terminates for any reason other than paragraphs (i), (ii) or (iii) above, the Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date. 1-for-1 Deferred Stock Units shall vest in accordance with the following schedule: (i) 33.3% of the Deferred Stock Units awarded shall vest and become nonforfeitable on each of the first, second and third anniversaries of the grant date, unless forfeited earlier under paragraph (v) below; (ii) upon the Reporting Person's termination of employment by death or permanent disability, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such death or permanent disability; (iii) upon the Reporting Person's termination of employment by reason of retirement from the Company or its subsidiaries at or after attaining the age of 59 1/2 and after having served as an employee of the Company or its subsidiaries for at least five continuous years, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on such termination of employment; (iv) upon a change in control of the Company, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such change of control unless forfeited earlier under paragraph (v) below; or (v) unless the Compensation Committee of the Company determines otherwise in its sole discretion, if the Reporting Person's employment with the Company terminates for any reason other than paragraphs (i), (ii) or (iii) above, the Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date. Deferred Stock Units shall vest in accordance with the following schedule: (i) 4,208 of the Deferred Stock Units awarded shall vest and become nonforfeitable on February 13, 2009, unless forfeited earlier under paragraph (v) below, and 4,209 of the Deferred Stock Units awarded shall vest and become nonforfeitable on February 13, 2009, unless forfeited earlier under paragraph (v) below; (ii) upon the Reporting Person's termination of employment by death or permanent disability, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such death or permanent disability; (iii) upon the Reporting Person's termination of employment by reason of retirement from the Company or its subsidiaries at or after attaining the age of 59 1/2 and after having served as an employee of the Company or its subsidiaries for at least five continuous years, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on such termination of employment; (iv) upon a change in control of the Company, the Deferred Stock Units which have not yet vested shall vest and become nonforfeitable on the date of such change of control unless forfeited earlier under paragraph (v) below; or (v) unless the Compensation Committee of the Company determines otherwise in its sole discretion, if the Reporting Person's employment with the Company terminates for any reason other than paragraphs (i), (ii) or (iii) above, the Deferred Stock Units which have not vested as of the date of such termination of employment shall be permanently forfeited on such termination date. Exhibit 24.1: Power of Attorney /s/ Joseph H. Greenberg, attorney-in-fact 2008-06-30 EX-24 2 ex24-1_kumar.htm EXHIBIT 24.1

POWER OF ATTORNEY

Know all by these present, that the undersigned party hereby constitutes and appoints each of James D. McDonough, Joseph H. Greenberg and Marielle Lifshitz, signing singly, such party’s true and lawful attorney-in-fact to:

(1)        execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”), including, without limitation, Schedule 13D and Form 3, Form 4 and Form 5 and successive forms thereto;

(2)        do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and

(3)        take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

Such party hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of such party, are not assuming, nor is Sun-Times Media Group, Inc. assuming, any of the undersigned’s responsibilities to comply with the Exchange Act.

This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party’s holdings of and transactions in securities issued by Sun-Times Media Group, Inc., unless earlier revoked by such party in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 26th day of June, 2008.

 

 

By: 

/s/ Rohit Kumar

 

ROHIT KUMAR

 

 

 

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