As filed with the Securities and Exchange Commission on April 29, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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. AMENDED AND RESTATED 1992 LONG-TERM INCENTIVE PLAN
VALASSIS COMMUNICATIONS, INC. BROAD-BASED INCENTIVE PLAN
(Full Title of the Plan)
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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
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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
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Common Stock, par value 1,030,000 shares(3) $36.516 $37,611,480 $3,460.26
$0.01 share
Common Stock, par value 2,390,000 shares(4) $36.516 $87,273,240 $8,029.14
$0.01 share
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(1) An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of such plan become operative.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 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 April 25, 2002, as
reported in The Wall Street Journal.
(3) Represents shares reserved for issuance pursuant to options which may be
granted under the Valassis Communications, Inc. Broad-Based Incentive Plan.
(4) Represents shares reserved for issuance pursuant to options which may be
granted under the Valassis Communications, Inc. Amended and Restated 1992
Long-Term Incentive Plan.
EXPLANATORY STATEMENT
This Registration Statement is being filed to register (i) 1,030,000
shares of common stock, par value $.01 per share (the "Common Stock"), of
Valassis Communications, Inc. (the "Company") for issuance pursuant to the
Valassis Communications, Inc. Broad-Based Incentive Plan (the "Broad-Based
Plan"), and (ii) 2,390,000 shares of Common Stock of the Company for issuance
pursuant to the Valassis Communications, Inc. Amended and Restated 1992
Long-Term Incentive Plan (the "Long-Term Plan", and together with the
Broad-Based Plan, the "Plans"). The Company filed (i) a registration statement
on Form S-8 on November 22, 2000 (File No. 333-50466) in respect of shares of
Common Stock to be offered pursuant to the Broad-Based Plan (the "Broad-Based
Plan Registration Statement") and (ii) registration statements on Form S-8 on
March 17, 1993 (File No. 33-59670), January 3, 1996 (File No. 333-00022), May
18, 1998 (File No. 333-52919) and March 11, 1999 (File No. 333-74263) in respect
of shares of Common Stock to be offered pursuant to the Long-Term Plan (together
with the Broad-Based Plan Registration Statement, the "Prior Registration
Statements"). The Prior Registration Statements are currently effective. The
contents of the Prior Registration Statements, to the extent not otherwise
amended or superseded by the contents hereof, are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
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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)
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 17th day of April,
2002.
VALASSIS COMMUNICATIONS, INC.
By /s/ Alan F. Schultz
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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/ Alan F. Schultz Chairman of the Board of April 17, 2002
--------------------------- Directors, Chief Executive
Alan F. Schultz Officer, President and Director
(Principal Executive Officer)
/s/ Patrick F. Brennan Director April 17, 2002
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Patrick F. Brennan
/s/ Kenneth V. Darish Director April 17, 2002
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Kenneth V. Darish
/s/ Seth Goldstein Director April 18, 2002
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Seth Goldstein
/s/ Barry P. Hoffman Director April 17, 2002
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Barry P. Hoffman
/s/ Brian J. Husselbee Director April 17, 2002
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Brian J. Husselbee
/s/ Robert L. Recchia Chief Financial Officer,
-------------------------- Treasurer and Director (Principal
Robert L. Recchia Financial and Accounting Officer) April 17, 2002
/s/ Marcella A. Sampson Director April 12, 2002
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Marcella A. Sampson
/s/ Faith Whittlesey Director April 17, 2002
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Faith Whittlesey
Exhibit No. Description Page No.
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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)