As filed with the Securities and Exchange Commission on March 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
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| Delaware | 42-0823980 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4600 E. 53rd Street, Davenport, Iowa 52807
(Address of Principal Executive Offices)
2020 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Timothy R. Millage
Vice President, Chief Financial Officer and Treasurer
4600 East 53rd Street
Davenport, Iowa 52807
Telephone: (563) 383-2100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
T.F. Olt III, Esq.
Lane & Waterman LLP
220 N. Main Street, Suite 600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | o | Accelerated filer | x |
| Non-accelerated filer | o | Smaller reporting company | x |
| | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
EXPLANATORY NOTE
On February 27, 2025, the shareholders of Lee Enterprises, Incorporated (the “Registrant”) approved the First Amendment to the Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”), to reserve an additional 500,000 shares of the Company’s Common Stock, $0.01 par value per share (the “Common Stock”) available for grant or issuance under the 2020 Plan.
The Registrant hereby files this Registration Statement on Form S-8 (the "Registration Statement”) to register the additional 500,000 shares of Common Stock authorized for issuance under the Company’s 2020 Long-Term Incentive Plan (the “2020 Plan”)). This Common Stock is in addition to an aggregate of 2,134,054 shares of Common Stock previously registered on the Company’s Form S-8 filed on April 7, 2020 (Commission File No. 333-237605) (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made a part of this Registration Statement, except as amended.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibits marked with an asterisk (*) are incorporated by reference to documents previously filed by the Company with the Commission, as indicated. All other documents listed are filed with this Registration Statement on Form S-8.
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Exhibit Number | Description |
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*3.1 | |
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*3.2 | |
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5.1 | |
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23.1 | |
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23.2 | |
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24.1 | Power of Attorney (included with signature page) |
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*99.1 | |
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99.2 | |
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107.1 | |
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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Davenport and State of Iowa on March 11, 2025.
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LEE ENTERPRISES, INCORPORATED | | LEE ENTERPRISES, INCORPORATED |
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| By: | /s/ Kevin D. Mowbray |
| By: | /s/ Timothy R. Millage |
| Kevin D. Mowbray | | | Timothy R. Millage |
| President and Chief Executive Officer |
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| Vice President, Chief Financial Officer, and Treasurer |
| (Principal Executive Officer) |
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| (Principal Financial and Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that the undersigned directors of Lee Enterprises, Incorporated a Delaware corporation (the "Company") hereby severally constitute and appoint each of Kevin D. Mowbray and Timothy R. Millage, and each of them, his or her true and lawful attorney-in-fact and agent, 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 (1) this Registration Statement on Form S-8 of the Company, and any and all amendments (including post-effective amendments) thereto, and any and all instruments and documents filed as part of or in connection with the said Registration Statement and (2) any and all documents relating to such securities to be filed by the Company with the Securities and Exchange Commission and/or any natinal securities exchange under the Securities Exchange Act of 1934, as amended, and any and all amendments or supplements to such documents, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitute or substitutes, shall 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 on February 24, 2025.
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/s/ Mary E. Junck | | /s/ Timothy R. Millage |
Mary E. Junck | | Timothy R. Millage |
Chairman | | Vice President, Chief Financial Officer and Treasurer |
Director | | (Principal Financial and Accounting Officer) |
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/s/ Kevin D. Mowbray | | /s/ Steven C. Fletcher |
Kevin D. Mowbray | | Steven C. Fletcher |
President and Chief Executive Officer | | Director |
(Principal Executive Officer) | | |
Director | | |
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/s/ Brent M. Magid | | /s/ Herbert W. Moloney III |
Brent M. Magid | | Herbert W. Moloney III |
Director | | Director |
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/s/ Margaret R. Liberman | | /s/ Shaun E. McAlmont |
Margaret R. Liberman | | Shaun E. McAlmont |
Director | | Director |
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/s/ Madeline McIntosh | | /s/ Jonathan Miller |
Madeline McIntosh | | Madeline McIntosh |
Director | | Director |
Calculation of Filing Fee Tables
S-8
(Form Type)
LEE ENTERPRISES, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unity (2) | Maximum Aggregate Offering Price (2) | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.01 per share | Rule 457(c) and Rule 457(h) | 500,000 shares | $8.51 | $4,255,000 | .00015310 | $651.44 |
| Total Offering Amounts | $4,225,000 | | $651.44 |
| Total Fees Previously Paid | | | - |
| Total Fee Offsets | | | - |
| Net Fee Due | | | $651.44 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which may become issuable by reason of any stock dividend, stock split, recapitalization, or any other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of outstanding common stock.
(2) Estimated in accordance with paragraphs (c) and (h) of Rule 457 promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low sale prices of the common stock on The Nasdaq Stock Market LLC on March 10, 2025, a date that is within five business days prior to filing.
Exhibit 5.1
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| 220 North Main Street Suite 600 | |
| Davenport, IA 52801 | |
| 563.324.3246 | |
| www.L-Wlaw.com | |
February 25, 2025
Lee Enterprises, Incorporated
4600 E. 53rd Street
Davenport, IA 52807
RE: Lee Enterprises, Incorporated Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Lee Enterprises, Incorporated, a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 500,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), available for issuance under the Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan (the “Plan”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plan and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and sold in accordance with
the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and to the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name regarding “legal matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Lane & Waterman LLP
LANE & WATERMAN LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement of our report dated December 13, 2024, relating to the consolidated financial statements and the effectiveness of internal control over financial reporting of Lee Enterprises, Incorporated (the Company) appearing in the Company’s Annual Report on Form 10-K for the year ended September 29, 2024.
/s/ BDO USA, P.C.
Chicago, Illinois
March 11, 2025
BDO USA, P.C., a Virginia professional corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
FIRST AMENDMENT TO
LEE ENTERPRISES, INCORPORATED
2020 LONG-TERM INCENTIVE PLAN
(Effective February 27, 2025)
Lee Enterprises, Incorporated (the “Company”) adopts this First Amendment (the “Amendment”) to the Lee Enterprises, Incorporated 2020 Long-Term Incentive Plan (the “Plan”).
WHEREAS, Section 1.11 of the Plan requires shareholder approval to increase the total number of shares reserved for issuance pursuant to the Plan; and
WHEREAS, the Company has determined it is appropriate to amend the Plan to increase the total number of shares of Common Stock reserved for issuance under the Plan.
NOW, THEREFORE, the following amendment is made and shall be effective as of February 27, 2025, provided the Amendment is approved by the requisite vote of the Company shareholders at the 2025 annual meeting of shareholders:
1.Section 1.5, paragraph (a) is hereby amended to read as follows:
a. Subject to adjustment in accordance with Section 1.5(b) of the Plan, there shall be reserved for issuance pursuant to the Plan a total of 865,946 shares of Common Stock, together with the number of shares of Common Stock underlying any Award to cover outstanding Non-Qualified Stock Options and unvested Restricted Stock under the 1990 Plan as of December 31, 2019; provided, that the number of shares of Common Stock underlying any Award granted under the Plan that expires, terminates or is cancelled or forfeited under the terms of the Plan shall be continue to be available for issuance.
2.Affirmation. This Amendment is to be construed with the Plan as constituting one and the same document. Except as specifically modified by this Agreement, all remaining provisions, terms and conditions of the Plan shall remain in full force and effect.
3.Defined Terms. All terms not herein defined shall have the meaning ascribed to them in the Plan.
4.Ratification as Amended. Except as amended by this Amendment, the terms and conditions of the Plan are confirmed, approved, and ratified, and the Plan, as amended by this Amendment, shall continue in full force and effect.
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