Securities Registration (section 12(b)) (8-a12b)
24 Noviembre 2021 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
LEE ENTERPRISES, INCORPORATED
(Exact name of registrant as specified in its
charter)
Delaware
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42-0823980
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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4600 East 53rd Street
Davenport, Iowa
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52807
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b)
of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Preferred Stock Purchase Rights
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The Nasdaq Global Select Market
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number
to which this form relates: (if applicable)
Securities to be registered pursuant to Section 12(g)
of the Act:
N/A
(Title of class)
Item 1.
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Description of Registrant’s Securities to be Registered.
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On November 24, 2021, the Board of Directors of
Lee Enterprises, Incorporated (the “Company”) declared a dividend of one preferred share purchase right (a “Right”),
payable on December 6, 2021, for each share of common stock, par value $0.01 per share, of the Company (the “Common Shares”)
outstanding on December 6, 2021 to the stockholders of record on that date. In connection with the distribution of the Rights, the Company
entered into a Rights Agreement (the “Rights Agreement”), dated as of November 24, 2021, between the Company and Equiniti
Trust Company, as rights agent.
Each Right entitles the registered holder to purchase
from the Company one one-thousandth of a share of Series B Participating Convertible Preferred Stock, without par value, of the Company
(the “Preferred Shares”) at a price of $120.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase
Price”), subject to adjustment.
The Rights are in all respects subject to and
governed by the provisions of the Rights Agreement, which is incorporated herein by reference. The description of the Rights is incorporated
herein by reference to the description set forth under Items 1.01 and 5.03 of the Company’s Current Report on Form 8-K filed on
November 24, 2021 and is qualified in its entirety by reference to the full text of the Rights Agreement.
Exhibit
No.
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Description of Exhibit
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3.1
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Certificate of Designations of Series B Participating Convertible Preferred Stock of Lee Enterprises, Incorporated, as filed with the Secretary of State of the State of Delaware on November 24, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 24, 2021).
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4.1
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Rights Agreement, dated as of November 24, 2021, between Lee Enterprises, Incorporated and Equiniti Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 24, 2021).
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99.1
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Press Release dated November 24, 2021 (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 24, 2021).
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SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
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LEE ENTERPRISES, INCORPORATED
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By:
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/s/ Timothy R. Millage
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Name:
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Timothy R. Millage
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Title:
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Vice President, Chief Financial Officer and Treasurer
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Date: November 24, 2021
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