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S-8
GRAHAM HOLDINGS CO filed this Form S-8 on 06/24/1994
Entire Document
 
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deemed to be incorporated by reference in this Registration Statement and made
a part hereof from their respective dates of filing (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

                 Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

                 The contents of the Company's Registration Statement on Form
S-8 (Registration No. 2-42170), as amended, filed with the Commission on
October 21, 1971, is hereby incorporated by reference in this Registration
Statement.  This Registration Statement is being filed with the Commission for
the purpose of registering additional shares of the Company's Class B Common
Stock issuable under the Company's Stock Option Plan.


ITEM 4.  DESCRIPTION OF SECURITIES.

                 Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not applicable.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                 Article NINTH of the Certificate of Incorporation of the
Company provides that the personal liability of the directors of the Company
shall be limited to the fullest extent permitted by applicable law.  Section
145 of the Delaware General Corporation Law ("DGCL") permits a corporation's
certificate of incorporation to provide that no director of the corporation
shall be personally liable to the corporation or its stockholders for monetary
damages for any breach of his fiduciary duty as a director; provided, however,
that, pursuant to Section 102(b)(7) of the DGCL, such provision shall not apply
to any liability of a director (1) for any breach of a director's duty of
loyalty to the corporation or its stockholders, (2) for acts or omissions that
are not in good faith or involve intentional misconduct or a knowing violation
of the law, (3) under