GRAY TELEVISION, INC.
As filed with the Securities and Exchange Commission on December 9, 2008
Registration No. 333- _____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Gray Television, Inc.
(Exact name of Registrant as specified in its charter)
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Georgia
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58-0285030 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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4370 Peachtree Road, N.E. |
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Atlanta, Georgia
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30319 |
(Address of principal executive offices)
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(Zip Code) |
Gray Television Inc. Capital Accumulation Plan
(Full title of the plan)
James C. Ryan
Gray Television, Inc.
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(404) 504-9828
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Neal H. Ray, Esq.
Troutman Sanders LLP
600 Peachtree Street, Suite 5200
Atlanta, Georgia 30308
(404) 885-3268
CALCULATION OF REGISTRATION FEE
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Proposed |
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Proposed |
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Title of each class of |
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Amount to be |
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maximum offering |
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maximum aggregate |
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Amount of |
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securities to be registered |
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registered(1) |
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price per share(2) |
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offering price(2) |
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registration fee |
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Common Stock, no par value per share
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2,000,000 shares
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0.475 |
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950,000 |
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37.34 |
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(1) |
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration
Statement also covers an indeterminate number of additional shares that may be offered and
issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions as provided in the Capital Accumulation Plan. |
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(2) |
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Estimated solely for the purpose of calculating the registration fee, in accordance with Rule
457(h)(1) under the Securities Act of 1933, as amended, on the basis of the average of the
high and low sales prices of $0.49 and $0.34 per share for the Common Stock on December 5,
2008. |
TABLE OF CONTENTS
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Gray Television, Inc. (the Company) filed with the Securities and Exchange Commission the
following Registration Statements on Form S-8 relating to shares of the Companys common stock (the
Common Stock), to be offered and sold under the Gray Television Inc. Capital Accumulation Plan
and the contents of such prior Registration Statements are incorporated by reference in this
Registration Statement: (1) Registration Statement on Form S-8 filed on June 4, 2007 (File No.
333-14393), (2) Registration Statement on Form S-8 filed on July 9, 2004 (File No. 333-117248); and
(3) Registration Statement on Form S-8 filed December 12, 1996 (File No. 333-17773) (collectively,
the Plan Registration Statements). The Registrant is hereby registering an additional 2,000,000
shares available for future grants under the Gray Television, Inc. Capital Accumulation Plan.
Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Plan
Registration Statements are hereby incorporated by reference herein, and the opinions and consents
listed in Item 8 below are attached hereto.
Item 8. Exhibits.
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Exhibit No. |
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Description |
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5.1
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Opinion of Troutman Sanders LLP |
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23.1
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Consent of McGladrey & Pullen, LLP |
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23.2
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Consent of PricewaterhouseCoopers LLP |
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23.3
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Consent of Troutman Sanders LLP (contained in its Opinion filed as Exhibit
5.1) |
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24.1
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Powers of Attorney (contained on the signature page) |
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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 Atlanta, State of Georgia, on this 9th day of December,
2008.
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GRAY TELEVISION, INC.
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By: |
/s/ Hilton H. Howell, Jr.
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Hilton H. Howell, Jr. |
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Vice Chairman and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, Georgia, on this
9th day of December, 2008.
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GRAY TELEVISION, INC. CAPITAL ACCUMULATION PLAN
BY: GRAY TELEVISION, INC., PLAN ADMINISTRATOR
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By: |
/s/ James C. Ryan
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James C. Ryan, Chief Financial Officer |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Hilton H. Howell, Jr. and James C. Ryan, and each of them (with full power in each to act
alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated below on the dates indicated.
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Signature |
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/s/ William E. Mayher, III
William E. Mayher, III
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Chairman of the Board of
Directors
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December 9, 2008 |
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/s/ Hilton H. Howell, Jr.
Hilton H. Howell, Jr.
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Vice Chairman, Chief Executive
Officer and Director (principal
executive officer)
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December 9, 2008 |
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Signature |
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/s/ Robert S. Prather, Jr.
Robert S. Prather, Jr.
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President, Chief Operating
Officer, Director
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December 9, 2008 |
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/s/ James C. Ryan
James C. Ryan
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Senior Vice President and Chief
Financial Officer
(principal financial officer)
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December 9, 2008 |
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/s/ Jackson S. Cowart, IV
Jackson S. Cowart, IV
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Chief Accounting Officer
(principal accounting officer)
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December 9, 2008 |
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/s/ J. Mack Robinson
J. Mack Robinson
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Director
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December 9, 2008 |
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/s/ Richard L. Boger
Richard L. Boger
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Director
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December 9, 2008 |
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/s/ Ray M. Deaver
Ray M. Deaver
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Director
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December 9, 2008 |
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/s/ Howell W. Newton
Howell W. Newton
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Director
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December 9, 2008 |
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/s/ Hugh Norton
Hugh Norton
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Director
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December 9, 2008 |
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/s/ Harriett J. Robinson
Harriett J. Robinson
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Director
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December 9, 2008 |
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/s/ T.L. Elder
T.L. Elder
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Director
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December 9, 2008 |
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/s/ Zell B. Miller
Zell B. Miller
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Director
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December 9, 2008 |
4
INDEX TO EXHIBITS
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Exhibit No. |
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Description |
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5.1
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Opinion of Troutman Sanders LLP |
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23.1
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Consent of McGladrey & Pullen, LLP |
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23.2
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Consent of PricewaterhouseCoopers LLP |
5
EX-5.1 OPINION OF TROUTMAN SANDERS LLP
Exhibit 5.1
Troutman
Sanders llp
ATTORNEYS AT LAW
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. SUITE 5200
ATLANTA, GEORGIA 30308-2216
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3995
December 9, 2008
Gray Television, Inc.
4370 Peachtree Road, N.E.
Atlanta, GA 30319
Ladies and Gentlemen:
We have acted as counsel to Gray Television, Inc., a Georgia corporation (the Company),
in connection with the filing with the Securities and Exchange Commission (the Commission)
of a registration statement on Form S-8 (the Registration Statement) relating to the
registration pursuant to the provisions of the Securities Act of 1933, as amended (the
Securities Act), of an additional 2,000,000 shares of the Companys Common Stock, no par
value per share, reserved for issuance under the Gray Television, Inc. Capital Accumulation
Plan (the Capital Accumulation Plan) (collectively, the Shares). This opinion is being
provided at your request for inclusion in the Registration Statement.
In rendering this opinion, we have reviewed the corporate proceedings taken by the
Company in connection with the authorization and reservation for issuance of the Shares, have
reviewed certain books and records of the Company and have made such other investigations as
we have deemed necessary for purposes of this opinion. In such examinations, we have assumed
the genuineness of all signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all copies submitted
to us, the authenticity of the originals of documents submitted to us as copies, and the due
execution and delivery of all documents where due execution and delivery are prerequisite to
the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely upon certificates
and statements of officers of the Company and certain public officials. We have assumed and
relied upon the accuracy and completeness of such representations and warranties,
certificates, and statements, the factual matters set forth therein, and the genuineness of
all signatures thereon, and nothing has come to our attention leading us to question the
accuracy of the matters set forth therein. We have made no independent investigation with
regard thereto and, accordingly, we do not express any view or belief as to matters that might
have been disclosed by independent verification.
Based upon the foregoing examination, we are of the opinion that, subject to compliance
with the pertinent provisions of the Securities Act and to compliance with such securities or
Blue Sky laws of any jurisdiction as may be applicable, when certificates evidencing the
Shares have been duly executed, countersigned, registered, issued and delivered in accordance
with the terms of the Capital Accumulation Plan, as the case may be, the Shares will be duly
and validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Georgia. In expressing the opinions set forth
above, we are not passing on the laws of any jurisdiction other than the laws of the State of
Georgia and the Federal law of the United States of America.
We hereby consent to the filing of this opinion or copies thereof as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Troutman Sanders LLP
EX-23.1 CONSENT OF MCGLADREY & PULLEN LLP
Exhibit 23.1
CONSENT OF REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining
to the Gray Television, Inc. Capital Accumulation Plan of our report dated March 14, 2008, relating
to our audit of the consolidated financial statements, financial statement schedule and internal
control over financial reporting of Gray Television, Inc. included in the Annual Report on Form
10-K for the year ended December 31, 2007, and our report dated June 25, 2008, relating to our
audit of the financial statements of the Gray Television, Inc. Capital Accumulation Plan included
in Form 11-K for the year ended December 31, 2007.
/s/ MCGLADREY & PULLEN, LLP
Ft. Lauderdale, Florida
December 9, 2008
EX-23.2 CONSENT OF PRICEWATERHOUSECOOPERS LLP
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8
pertaining to the Gray Television, Inc. Capital Accumulation Plan of our report dated March 16,
2006, relating to the consolidated financial statements and financial statement schedule which
appears in Gray Television, Inc.s Annual Report on Form 10-K for the year ended December 31, 2007.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
December 9, 2008