POS AM 1 s-3postxeffectiveamendment.htm POS AM Document

As filed with the Securities and Exchange Commission on May 25, 2021    Registration No. 333-208023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________________

TRIBUNE PUBLISHING COMPANY
(Exact Name of Registrant as Specified in Charter)

Delaware38-3919441
(State or Other Jurisdiction of Incorporation)(I.R.S. Employer Identification Number)

560 W. Grand Avenue, Chicago, Illinois, 60654
(312) 222-9100
(Address including Zip Code and telephone number, including area code of Principal Executive Offices)
______________________________

Michael N. Lavey
Interim Chief Financial Officer,
Chief Accounting Officer and Controller
Tribune Publishing Company
560 W. Grand Avenue, Chicago, Illinois, 60654
(312) 222-9100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________________

Copies to:
Allison Handy
Perkins Coie LLP
1201 Third Avenue, Suite 4900, Seattle, Washington, 98101-3099
(206) 359-8000
______________________________

Approximate date of commencement of proposed sale to the public: Not Applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐



If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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. ☐



EXPLANATORY NOTE

Tribune Publishing Company (the "Registrant") is filing this post-effective amendment to the Registration Statement on Form S-3 filed by the Registrant on November 16, 2015 (File No. 333-208023) (the "Registration Statement") to deregister certain securities registered by the Registrant pursuant to the Registration Statement.

Effective as of May 24, 2021, as contemplated by the Agreement and Plan of Merger, dated as of February 16, 2021, by and among the Registrant, Tribune Enterprises, LLC, a Delaware limited liability company ("Parent"), and Tribune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Parent (the "Merger").

As part of the Merger, the Registrant has terminated any and all offerings of the Registrant's securities pursuant to existing registration statements, including the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Registrant's securities that remain unsold at the termination of the offering, the Registrant hereby removes from registration, by means of this post-effective amendment to the Registration Statement, any and all securities registered under the Registration Statement that remain unsold as of the effectiveness of the Merger on May 24, 2021.






SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lewisville, State of Texas, on May 24, 2021.

TRIBUNE PUBLISHING COMPANY

By: /s/ Michael N. Lave
Name: Michael N. Lavey
Title: Interim Chief Financial Officer, Chief Accounting Officer and Controller
By:/s/ Michael N. Lavey
Name:Michael N. Lavey
Title:Interim Chief Financial Officer, Chief Accounting
Officer and Controller

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.