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    SEC Form S-8 POS filed by Meredith Corporation

    12/2/21 4:57:00 PM ET
    $MDP
    Newspapers/Magazines
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    Get the next $MDP alert in real time by email
    S-8 POS 1 d203307ds8pos.htm S-8 POS S-8 POS

    As filed with the Securities and Exchange Commission on December 2, 2021

    Registration No. 333-04033

    333-21979

    333-87888

    333-125675

    333-184992

    333-200138

    333-250736

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    Post-Effective Amendment No. 1 to

    Form S-8 Registration Statement No. 333-04033,

    Form S-8 Registration Statement No. 333-21979,

    Form S-8 Registration Statement No. 333-87888,

    Form S-8 Registration Statement No. 333-125675,

    Form S-8 Registration Statement No. 333-184992,

    Form S-8 Registration Statement No. 333-200138, and

    Form S-8 Registration Statement No. 333-250736

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    Hawkeye Acquisition, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   42-0410230

    (State or other jurisdiction of

    incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

    c/o Gray Television, Inc.

    4370 Peachtree Road, NE

    Atlanta, Georgia 30319

    (Address of principal executive offices including zip code)

    Meredith Corporation’s 1993 Stock Option Plan for Non-Employee Directors

    Meredith Corporation’s 1996 Stock Incentive Plan

    Meredith Corporation’s Corporation 2004 Stock Incentive Plan

    Meredith Corporation’s Savings and Investment Plan

    Meredith Corporation’s Employee Stock Purchase Plan of 2002

    Meredith Corporation’s Stock Incentive Plan

    Meredith Corporation’s Employee Stock Purchase Plan

    (Full title of the plans)

    James C. Ryan

    Executive Vice President and Chief Financial Officer

    Gray Television, Inc.

    4370 Peachtree Road, NE

    Atlanta, Georgia 30319

    (404) 504-9828

    (Name, address and telephone number, including area code, of agent for service)

     

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer   ☒    Accelerated filer   ☐
    Non-accelerated filer   ☐    Smaller reporting company   ☐
         Emerging growth company   ☐

    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.  ☐

     

     

     


    DEREGISTRATION OF SECURITIES

    This Post-Effective Amendment relates to all Registration Statements on Form S-8, including all post-effective amendments thereto, of Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation) (the “Registrant” or the “Company”), including but not limited to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), and is being filed to deregister all securities of the Registrant that had been registered for issuance on the Registration Statements that remain unsold under such Registration Statements:

     

    File No.

      

    Date Filed

    with the SEC

      

    Name of Equity Plan or Agreement

       Shares of
    Common
    Stock
    Registered
    (#)
     

    333-04033

       May 17, 1996    Meredith Corporation’s 1993 Stock Option Plan for Non-Employee Directors      200,000  

    333-21979

       February 18, 1997   

    Meredith Corporation’s 1996 Stock Incentive Plan

    Meredith Corporation’s 1993 Stock Option Plan for Non-Employee Directors

         2,475,000  

    333-87888

       May 9, 2002    Meredith Corporation’s Employee Stock Purchase Plan of 2002      500,000  

    333-125675

       June 9, 2005   

    Meredith Corporation’s 2004 Stock Incentive Plan

    Meredith Corporation’s Savings and Investment Plan

         4,000,000  

    333-184992

       November 16, 2012    Meredith Corporation’s Employee Stock Purchase Plan of 2002      500,000  

    333-200138

       November 12, 2014    Meredith Corporation’s 2014 Stock Incentive Plan      8,512,500  

    333-250736

       November 20, 2020    Meredith Corporation Employee Stock Purchase Plan      500,000  

    On December 1, 2021, Gray Television, Inc. (“Gray”), through its direct wholly owned subsidiary, Gray Hawkeye Stations, Inc. (for such purpose, “Merger Sub”), completed an acquisition of Meredith Corporation (“Meredith”). Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) with Meredith, immediately after the consummation of Meredith’s spinoff of its national media group to the current Meredith shareholders, Merger Sub merged with and into Meredith, with Meredith surviving the merger as a wholly owned subsidiary of Gray.

    Accordingly, in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities of the Company that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all such securities registered but unsold under the Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.


    SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the undersigned 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 the Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia on December 2, 2021.

     

    Hawkeye Acquisition, Inc. (f/k/a Meredith Corporation)
    By:  

    /s/ James C. Ryan

      Name:   James C. Ryan
      Title:   Treasurer

    No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933.

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