As filed with the Securities and Exchange Commission on May 27, 2010

Registration No. 333-_______

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

The Dolan Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		43-2004527 (I.R.S. Employer Identification No.)

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

DOLAN MEDIA COMPANY 2007 INCENTIVE COMPENSATION PLAN, AS AMENDED AND RESTATED
(Full title of plans)

JAMES P. DOLAN
Chairman, President and Chief Executive Officer
The Dolan Company
222 South Ninth Street, Suite 2300
Minneapolis, Minnesota 55402
(612) 317-9420
(Name, Address, Including Zip Code, 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, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act. (check one).

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

Amount to be

Proposed Maximum Aggregate Price

Proposed Maximum Aggregate

Amount of

to be Registered

Registered (1)

per Security (2)

Offering Price (2)

Registration Fee

Common Stock, $0.001 par value per share(3)

2,100,000

12.33

$25,893,000

$1,847

 

 

EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES

This registration statement registers an additional 2,100,000 shares of our common stock, par value $0.001 per share, for potential future issuance under the Dolan Media Company 2007 Incentive Compensation Plan, as amended and restated (the “Plan”). These shares are additional securities of the same class as other securities issuable pursuant to awards granted under the Plan for which we filed a registration statement on Form S-8 (File No. 333-145036) with the Securities and Exchange Commission (the “SEC”) on August 1, 2007. Pursuant to General Instruction E to Form S-8, we have incorporated into this registration statement by reference the contents of our earlier registration statement on Form S-8 (File No. 333-145036).

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit
Number				Description
	4			Specimen stock certificate representing the Registrant’s common stock.
	5			Opinion of Katten Muchin Rosenman LLP as to the legality of the securities being registered (including consent).
	23.1			Consent of McGladrey & Pullen, LLP (Minneapolis, Minnesota).
	23.2			Consent of McGladrey & Pullen, LLP (Dallas, Texas).
	23.3			Consent of Baker Tilly Virchow Krause, LLP.
	23.4			Consent of Katten Muchin Rosenman LLP (included in Exhibit 5).
	24			Power of Attorney (included on the signature page hereto).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the 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 Minneapolis, and State of Minnesota on the 27^th day of May 2010.

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of James P. Dolan and Vicki J. Duncomb his or her true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in each capacity stated below, any and all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Securities and Exchange Commission under the Securities Act of 1933, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such matters, as fully and to all intents and purposes as each might or could do in person and hereby ratifying and confirming each act that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ JAMES P. DOLAN   James P. Dolan		Chairman, Chief Executive Officer, President  and Director (Principal Executive Officer)		May 27, 2010
/s/ VICKI J. DUNCOMB   Vicki J. Duncomb		Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		May 27, 2010
/s/ JOHN C. BERGSTROM   John C. Bergstrom		Director		May 27, 2010
/s/ ANTON J. CHRISTIANSON   Anton J. Christianson		Director		May 27, 2010
/s/ ARTHUR F. KINGSBURY   Arthur F. Kingsbury		Director		May 27, 2010
/s/ JACQUES MASSICOTTE   Jacques Massicotte		Director		May 27, 2010
/s/ LAUREN RICH FINE   Lauren Rich Fine		Director		May 27, 2010
/s/ GEORGE ROSSI   George Rossi		Director		May 27, 2010
/s/ GARY H. STERN   Gary H. Stern		Director		May 27, 2010

INDEX TO EXHIBITS

Exhibit
Number				Description
	4			Specimen stock certificate of Registrant’s common stock.
	5			Opinion of Katten Muchin Rosenman LLP as to the legality of the securities being registered.
	23.1			Consent of McGladrey & Pullen, LLP (Minneapolis, Minnesota).
	23.2			Consent of McGladrey & Pullen, LLP (Dallas, Texas).
	23.3			Consent of Baker Tilly Virchow Krause, LLP.
	23.4			Consent of Katten Muchin Rosenman LLP (included in Exhibit 5).
	24			Power of Attorney (included on the signature page hereto).