AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2002 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- THE E. W. SCRIPPS COMPANY (Exact name of registrant as specified in its charter) OHIO 31-1223339 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 312 WALNUT STREET, CINCINNATI, OHIO 45202 (Address of Principal Executive Offices) (Zip Code) ----------------- THE E.W. SCRIPPS COMPANY LONG-TERM INCENTIVE PLAN (Full title of the plan) ----------------- M. DENISE KUPRIONIS VICE PRESIDENT, CORPORATE SECRETARY, AND DIRECTOR OF LEGAL AFFAIRS THE E. W. SCRIPPS COMPANY 312 WALNUT STREET CINCINNATI, OHIO 45202 (Name and address of agent for service) (513) 977-3835 (Telephone number, including area code, of agent for service) ----------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered (1) price-per share (2) offering price (2) registration fee -------------------------------------------------------------------------------------------------------------------- Class A Common Shares 9,158,700 $ 74.94 $ 449,640,000 $41,367 $.01 par value ==================================================================================================================== (1) The registrant has previously registered 3,158,700 of the shares included above under certain registration statements on Form S-8 (No. 333-14847, No. 333-14849 and No. 333-27623). Accordingly, pursuant to Rule 429, such shares are not included in the calculation of the registration fee. (2) Estimated in accordance with Rules 457(c) and 457(h)(1) solely for the purpose of determining the registration fee. The fee with respect to the additional shares registered herein is based on the average of the high and low sale prices on May 29, 2002, of the registrant's Class A Common Shares as reported on the New York Stock Exchange. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The Class A Common Shares registered by The E. W. Scripps Company (the "Company") pursuant to this Registration Statement will be issued under the Company's Long-Term Incentive Plan. The contents of the registration statement on Form S-8 (No. 333-27623) are incorporated by reference herein. EXHIBIT INDEX ------------- Exhibit Number Exhibit Description ------ ------------------- 5 Opinion of Baker & Hostetler LLP 23(a) Consent of Deloitte & Touche LLP 23(b) Consent of Baker & Hostetler LLP (included in opinion filed as Exhibit 5 hereto) 24(a) Power of Attorney (Registrant) 24(b) Power of Attorney (Directors and Officers) II-1 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati, State of Ohio, on June 5, 2002. THE E.W. SCRIPPS COMPANY By: * ---------------------------------------- Kenneth W. Lowe President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on June 5, 2002, by the following persons in the capacities indicated below. Signature Title --------- ----- * President and Chief Executive Officer -------------------------- (Principal Executive Officer); Director Kenneth W. Lowe * Senior Vice President, Finance & Administration -------------------------- (Principal Financial and Accounting Officer) Joseph NeCastro * Chairman of the Board -------------------------- William R. Burleigh Director -------------------------- Charles E. Scripps * Director -------------------------- Edward W. Scripps * Director -------------------------- Paul K. Scripps * Director -------------------------- John H. Burlingame * Director -------------------------- Nicholas B. Paumgarten II-2 * Director -------------------------- Nackey E. Scagliotti * Director -------------------------- Ronald W. Tysoe * Director -------------------------- Julie A. Wrigley * Director -------------------------- Lee Masters * William Appleton, by signing his name hereto, does sign this Registration Statement on behalf of the persons indicated above pursuant to powers of attorney duly executed by such persons and filed as exhibits to this Registration Statement. By: /s/ William Appleton ------------------------------------------------ William Appleton, Attorney-in-Fact II-3 EXHIBIT INDEX Exhibit Number Exhibit Description ------ ------------------- 5 Opinion of Baker & Hostetler LLP 23(a) Consent of Deloitte & Touche LLP 23(b) Consent of Baker & Hostetler LLP (included in opinion filed as Exhibit 5 hereto) 24(a) Power of Attorney (Registrant) 24(b) Power of Attorney (Directors and Officers) II-4