-----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, TC31Dnv1z/wbu3B4QSJH16f/h2eJBTaAx9XEWScqh335yDkhBrHSaqSW4R7a6SeK 0owYtwlJyG9BglqhFPxHcg== 0000883293-99-000003.txt : 19990312 0000883293-99-000003.hdr.sgml : 19990312 ACCESSION NUMBER: 0000883293-99-000003 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990311 EFFECTIVENESS DATE: 19990311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALASSIS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000883293 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 382760940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-74263 FILM NUMBER: 99563449 BUSINESS ADDRESS: STREET 1: 19975 VICTOR PARKWAY CITY: LIVONIA STATE: MI ZIP: 48152 BUSINESS PHONE: 3135913000 MAIL ADDRESS: STREET 1: 19975 VICTOR PARKWAY CITY: LIVONIA STATE: MI ZIP: 48152 S-8 1 As filed with the Securities and Exchange Commission on March 11, 1999 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------------------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 VALASSIS COMMUNICATIONS, INC. (Exact Name of Issuer as Specified in its Charter) Delaware 38-2760940 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 19975 Victor Parkway Livonia, Michigan 48152 (Address of Principal Executive Offices, Zip Code) VALASSIS COMMUNICATIONS, INC. AMENDED AND RESTATED 1992 LONG-TERM INCENTIVE PLAN (Full Title of the Plan) Barry P. Hoffman Telephone number, Valassis Communications, Inc. including area code, 19975 Victor Parkway of Agent for Service: Livonia, Michigan 48152 (734) 591-3000 (Name and Address of Agent for Service) Copies to: Mark Thoman, Esq. McDermott, Will & Emery 50 Rockefeller Plaza New York, New York 10020 (212) 547-5400 CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Title of Maximum Maximum Securities Amount Offering Aggregate Amount of to be to be Price Offering Registration Registered Registered(1) Per Share(2) Price Fee - -------------------------------------------------------------------------------- Common Stock, par value 3,325,000 $47.125 $156,690,625 $43,560 $0.01 share Shares ================================================================================ (1) An undetermined number of additional shares may be issued if the anti- dilution adjustment provisions of the plan become operative. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933 on the basis of the average of the high and low prices of the Common Stock as reported on the New York Stock Exchange on March 10, 1999. 2 The contents of the Registration Statements on Form S-8 (Registration No. 33-59670, Registration No. 333-00022 and Registration No. 333-52919) filed by Valassis Communications, Inc. (the "Company") with the Securities and Exchange Commission on March 17, 1993, January 3, 1996, and May 18, 1998, respectively, to register common stock to be issued pursuant to the Valassis Communications, Inc. 1992 Long-Term Incentive Plan (the "Long-Term Incentive Plan") and the Valassis Communications,Inc. Non-Employee Directors' Stock Compensation Plan are hereby incorporated herein by reference. This Registration Statement is being filed to increase the number of shares registered pursuant to the Long- Term Incentive Plan by 3,325,000 shares. -2- 3 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 Livonia, State of Michigan, on the 2nd day of March, 1999. VALASSIS COMMUNICATIONS, INC. By:/s/ Alan F. Schultz ------------------------------- Alan F. Schultz President and Chief Executive Officer POWER OF ATTORNEY Each person whose individual signature appears below hereby authorizes Alan F. Schultz, Robert L. Recchia and Barry P. Hoffman, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent in his or her name, place and stead, to execute in the name and on behalf of such person, individually and in each capacity stated below, and to file any and all post-effective amendments. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the dates indicated. SIGNATURE TITLE DATED Director March 2, 1999 - ---------------------- Richard N. Anderson /s/ Patrick F. Brennan Director March 2, 1999 - ----------------------- Patrick F. Brennan /s/ Mark C. Davis Director March 2, 1999 - ------------------------ Mark C. Davis /s/ Brian J. Husselbee Director March 2, 1999 - ------------------------- Brian J. Husselbee Director March 2, 1999 - ------------------------- Larry L. Johnson -3- 4 Director March 2, 1999 - ------------------------- Brian M. Powers /s/ Robert L. Recchia Chief Financial Officer, March 2, 1999 - ------------------------- Treasurer and Director Robert L. Recchia (Principal Financial and Accounting Officer) /s/ Alan F. Schultz Chairman of the Board of March 2, 1999 - ---------------------- Directors, Chief Executive Officer, Alan F. Schultz President and Director (Principal Executive Officer) /s/ Marcella A. Sampson Director March 2, 1999 - ------------------------- Marcella A. Sampson /s/ Faith Whittlesey Director March 2, 1999 - -------------------------- Faith Whittlesey -4- 5 EXHIBIT INDEX Exhibit Number Description - ------------- ----------- 4.1 The Company's Restated Certificate of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 33-45189)). 4.2 The Company's Amended and Restated By-Laws (incorporated herein by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-1 (Registration No. 33-45189)). 5.1 Opinion (including consent) of McDermott, Will & Emery as to the legality of the securities being offered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of McDermott, Will & Emery (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page). -5- 6 EXHIBIT 5.1 March 9, 1999 Valassis Communications, Inc. 19975 Victor Parkway Livonia, Michigan 48152 Re: 3,325,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock") to be issued pursuant to the Valassis Communications, Inc. Amended and Restated Long-Term Incentive Plan, (the "Plan") Dear Ladies and Gentlemen: We have acted as counsel for Valassis Communications, Inc. (the "Company") in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") for the registration under the Securities Act of 1933, as amended, of 3,325,000 shares of Common Stock to be issued pursuant to the Plan. In arriving at the opinions expressed below we have examined the Registration Statement, the Plan, and such other documents as we have deemed necessary to enable us to express the opinions hereinafter set forth. In addition, we have examined and relied, to the extent we deemed proper, on certificates of officers of the Company as to factual matters, on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. Based upon and subject to the foregoing, we are of the opinion that the Common Stock, when sold and issued in accordance with the terms of the Plan and the Registration Statement, will be duly authorized, legally issued, fully paid and non-assessable. We hereby consent to all references to our firm in the Registration Statement and to the filing of this opinion by the Company as an exhibit to the Registration Statement. Very truly yours, /s/ McDermott, Will & Emery -6- 7 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Valassis Communications, Inc. on Form S-8 of our report dated February 10, 1998, appearing in the Annual Report on Form 10-K of Valassis Communications, Inc. for the year ended December 31, 1997. /s/ DELOITTE & TOUCHE LLP Detroit, Michigan March 10, 1999 -7- 8 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Valassis Communications, Inc. Amended and Restated 1992 Long-Term Incentive Plan of our report dated February 10, 1997, with respect to the 1996 and 1995 consolidated financial statements and schedule of Valassis Communications, Inc. (prior to restatement for the change in accounting for inventory costs) included in the Annual Report (Form 10-K) of Valassis Communications, Inc. for the year ended December 31, 1997. /s/ ERNST & YOUNG LLP Detroit, Michigan March 9, 1999 - -7- -----END PRIVACY-ENHANCED MESSAGE-----