-----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, MebnSzTKDV+zEMz6Fa1hJbmwjiJG2+wSqGIolm0zib45t1fVTRb5fYdwvf42cd48 L5RmcAbgkTMswyWUjfiovQ== /in/edgar/work/0000914760-00-000329/0000914760-00-000329.txt : 20001123 0000914760-00-000329.hdr.sgml : 20001123 ACCESSION NUMBER: 0000914760-00-000329 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001122 EFFECTIVENESS DATE: 20001122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALASSIS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000883293 STANDARD INDUSTRIAL CLASSIFICATION: [7310 ] IRS NUMBER: 382760940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-50466 FILM NUMBER: 775427 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 0001.txt S-8 As filed with the Securities and Exchange Commission on November 22, 2000 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 incorporation or organization) Identification No.) 19975 Victor Parkway Livonia, Michigan 48152 (Address of Principal Executive Offices, Zip Code) VALASSIS COMMUNICATIONS, INC. BROAD-BASED INCENTIVE PLAN (Full Title of the Plan) ------------------------------ Barry P. Hoffman, Esq. 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 maximum Title of securities to be Amount to be offering price per Proposed maximum Amount of registered registered (1) share(2) aggregate offering price registration fee - ---------------------------- -------------------------- -------------------------- -------------------------- ---------------------- Common Stock, par value 485,000 shares $28.4375 $13,792, 187.50 $3,641.14 $0.01 share ============================ ========================== ========================== ========================== ====================== - -------------------- (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 for New York Stock Exchange Composite Transactions on November 21, 2000, as reported in The Wall Street Journal.
EXPLANATORY STATEMENT This Registration Statement is being filed to register 485,000 shares of common stock, par value $.01 per share, of Valassis Communications, Inc. for issuance pursuant to the Valassis Communications, Inc. Broad Based Incentive Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents of the Company, each as filed with the Securities and Exchange Commission, are incorporated as of their respective dates in this Registration Statement by reference: o Annual Report on Form 10-K for the fiscal year ended December 31, 1999. o Quarterly Report on Form 10-Q for the fiscal year ended March 31, 2000. o All other reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since March 31, 2000. o The description of Common Stock contained in the Registration Statements of the Company filed under Section 12 of the Securities and Exchange Act of 1934. o Any amendment or report filed to update such description. Annual Reports on Form 10-K subsequently filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, and all reports and other documents subsequently filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, will be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective date of filing of each of those documents until the filing of a post-effective amendment to this Registration Statement which indicates either that all securities offered by this Registration Statement have been sold or which deregisters all of the securities under this Registration Statement then remaining unsold. Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") permits a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys, fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he/she reasonably believed to be in, or not opposed to, the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his/her conduct was illegal. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his/her duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him/her against the expenses which such officer or director actually and reasonably incurred. In accordance with the Delaware Law, the Restated Certificate of Incorporation of the Company contains a provision to limit the personal liability of the directors for violations of their fiduciary duty. This provision eliminates each director's liability to the Company or its respective stockholders for monetary damages except (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law or any amendment thereto or successor provision thereto, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence. The Company's Restated Certificate of Incorporation and the Amended and Restated By-Laws provides for indemnification to its directors and such of its officers, employees and agents as the Board of Directors may determine, from time to time, to the fullest extent permitted by Section 145 of the Delaware Law. The Company has obtained directors and officers liability insurance coverage. The policy insures directors and officers of the Company against losses arising from claims made against such directors or officers by reason of certain wrongful acts (as defined), such as errors, misstatements, misleading statements, acts, omissions, negligence or breaches of duty, but does not insure such persons against losses arising from claims made against such directors or officers for the return of certain unauthorized remunerations, for violations of Section 16(b) of the Securities Exchange Act of 1934, as amended, and for violations of similar laws and certain other matters. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. Exhibit No. Description - ----------- ----------- 3.1 Restated Certificate of Incorporation of Valassis Communications, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No. 33-45189) 3.2 Amended and Restated By-laws of Valassis Communications, Inc. (incorporated by reference to Exhibit 3(ii) to the Company's Form 10-Q for the period ended March 31, 1999) -2- 4.1 Certificate of Designation of Preferred Stock of Valassis Communications, Inc. filed with the Office of the Secretary of State of Delaware on September 21, 1999, Authentication No. 9983607 (incorporated by reference to Exhibit (4) to the Company's Form 8-K filed on September 23, 1999) 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 McDermott, Will & Emery (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) ITEM 9. UNDERTAKINGS. The Company undertakes: o to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: -- to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; -- to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and -- 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; o that, for the purpose of determining any liability under the Securities Act of 1933, 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 offer thereof; o 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; o that, for the purpose of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 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; and -3- o insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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. -4- 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 14th day of November, 2000. 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 /s/ Richard N. Anderson Director - ------------------------- Richard N. Anderson November 14, 2000 /s/ Patrick F. Brennan Director November 14, 2000 - ------------------------- Patrick F. Brennan /s/ Seth Goldstein Director November 14, 2000 - ------------------------- Seth Goldstein /s/ Brian J. Husselbee Director November 14, 2000 - ------------------------- Brian J. Husselbee /s/ Joseph E. Laird, Jr. Director November 14, 2000 - ------------------------- Joseph E. Laird, Jr. /s/ Robert L. Recchia Chief Financial Officer, November 14, 2000 - ------------------------- Treasurer and Director (Principal Robert L. Recchia Financial and Accounting Officer) /s/ Marcela A. Sampson Director November 14, 2000 - ------------------------- Marcela A. Sampson -5- /s/ Alan F. Schultz Chairman of the Board of November 14, 2000 - ------------------------- Directors, Chief Executive Alan F. Schultz Officer, President and Director (Principal Executive Officer) /s/ Faith Whittlesey Director November 14, 2000 - ------------------------- Faith Whittlesey -6- Exhibit No. Description Page No. - ----------- ----------- -------- 3.1 Restated Certificate of Incorporation of Valassis Communications, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement No. 33-45189) 3.2 Amended and Restated By-laws of Valassis Communications, Inc. (incorporated by reference to Exhibit 3(ii) to the Company's Form 10-Q for the period ended March 31, 1999) 4.1 Certificate of Designation of Preferred Stock of Valassis Communications, Inc. filed with the Office of the Secretary of State of Delaware on September 21, 1999, Authentication No. 9983607 (incorporated by reference to Exhibit (4) to the Company's Form 8-K filed on September 23, 1999) 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 McDermott, Will & Emery (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) -7- EX-5.1 2 0002.txt OPINION OF MCDERMOTT, WILL & EMERY EXHIBIT 5.1 Valassis Communications, Inc. November 22, 2000 19975 Victor Parkway Livonia, Michigan 48152 Re: 485,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock") to be issued pursuant to the Valassis Communications, Inc. Broad-Based 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 485,000 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 EX-23.1 3 0003.txt CONSENT OF DELOITTE & TOUCHE LLP 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 9, 2000 (February 29, 2000 as to Note 8), appearing in the Annual Report on Form 10-K of Valassis Communications, Inc. for the year ended December 31, 1999. DELOITTE & TOUCHE LLP Detroit, Michigan November 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----