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As filed with the Securities and Exchange Commission on March 5, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEGASUS COMMUNICATIONS CORPORATION
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(Exact name of issuer as specified in its charter)
Delaware 51-0374669
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(state or other jurisdiction of (IRS Employer Indentifi-
incorporation or organization) cation Number)
c/o Pegasus Communications Management Company
Suite 454, 5 Radnor Corporate Center
100 Matsonford Road
Radnor, Pennsylvania 19087
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(Address of Principal Executive Offices) (Zip Code)
PEGASUS COMMUNICATIONS RESTRICTED STOCK PLAN
PEGASUS COMMUNICATIONS 1996 STOCK OPTION PLAN
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(Full title of the plans)
Marshall W. Pagon, President and Chief Executive Officer
c/o Pegasus Communications Management Company
Suite 454, 5 Radnor Corporate Center
100 Matsonford Road
Radnor, Pennsylvania 19087
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(Name and address of agent for service)
(610) 341-1801
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(Telephone number, including area code,
of agent for service)
Copy to:
Michael B. Jordan, Esq.
Drinker Biddle & Reath
1100 Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, Pennsylvania 19107
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Titles of Amount Maximum Maximum
Securities To Be Offering Aggregate Amount of
To Be Regis- Price Offering Registration
Registered tered Per Share ** Price ** Fee**
- ---------- ------- ------------ ------------- ------------
Class A 716,386 $11.81 $8,460,519 $2,564
Common shares*
Stock,
par value
$.01 per
share
* Represents 266,386 shares registered under the Pegasus Communications
Restricted Stock Plan and 450,000 shares registered under the Pegasus
Communications 1996 Stock Option Plan. Pursuant to Rule 416(a), this
Registration Statement also registers such indeterminate number of
additional shares as may become issuable under the Plans in connection
with share splits, share dividends or similar transactions.
** Calculated pursuant to Rule 457(h). The price is computed based upon
$11.81, the average of the highest and lowest selling prices of the
Company's Class A Common Stock on February 26, 1997, as reported by the
Nasdaq National Market.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
(Not required to be filed as part of this Registration Statement)
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Pegasus Communications Corporation (the "Company") hereby incorporates
into this Registration Statement by reference the following documents:
1. The Prospectus from the Company's Registration Statement on Form
S-1 (File No. 333-18739) filed pursuant to Rule 424(b)(4) under the
Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission on January 23, 1997.
2. The Company's Reports on Form 8-K filed with the Securities and
Exchange Commission on October 22, 1996, November 25, 1996 and
February 18, 1997.
3. The description of the Company's Common Stock which is incorporated
by reference into the Company's Registration Statement on Form 8-A
filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on September 18, 1996, including any amendment or
report filed for the purpose of updating such description.
All reports subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of the
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
by reference herein shall be deemed to be modified or superseded for the
purposes hereof to the extent that a statement contained herein (or in any
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
hereof.
Item 4. Description of Securities.
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Not applicable
Item 5. Interests of Named Experts and Counsel.
Michael B. Jordan, an Assistant Secretary of the Company, is a partner
in Drinker Biddle & Reath. Drinker Biddle & Reath is counsel to the Company and
assisted the Company in the preparation of this Registration Statement.
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation
provides that a director of the Company shall have no personal liability to the
Company or to its stockholders for monetary damages for breach of fiduciary duty
as a director except to the extent that Section 102(b)(7) (or any successor
provision) of the Delaware General Corporation Law, as amended from time to
time, expressly provides that the liability of a director may not be eliminated
or limited.
Article 6 of the Company's By-Laws provides that any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving while a director or officer of the
Company at the request of the Company as a director, officer, employee, agent,
fiduciary or other representative of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, shall be indemnified
by the Company against expenses (including attorneys' fees), judgments, fines,
excise taxes and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding to the full
extent permissible under Delaware law. Article 6 also provides that any person
who is claiming indemnification under the Company's By-Laws is entitled to
advances from the Company for the payment of expenses incurred by such person in
the manner and to the full extent permitted under Delaware law.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit 4(a) The Company's Certificate of Incorporation, as amended (which
is incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (File No. 333-05057)).
Exhibit 4(b) Certificate of Designation, Preferences and Relative
Participating, Optional and Other Special Rights of Preferred
Stock and Qualifications, Limitations and Restrictions Thereof
(which is incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form S-1 (File No. 333-18739).
Exhibit 4(c) The Company's Restricted Stock Plan (which is incorporated by
reference to Exhibit 10.28 to the Company's Registration Statement
on Form S-1 (File No. 333-05057)).
Exhibit 4(d) The Company's 1996 Stock Option Plan (which is incorporated by
reference to Exhibit 10.30 to the Company's Registration
Statement on Form S-1 (File No. 333-05057)).
Exhibit 5(a) Opinion of Drinker Biddle & Reath
Exhibit 23(a) Consent of Coopers & Lybrand L.L.P.
Exhibit 23(b) Consent of Herbein + Company, Inc.
Exhibit 23(c) Consent of Ernst & Young LLP
Exhibit 23(d) Consent of Deloitte & Touche LLP
Exhibit 23(e) Consent of Drinker Biddle & Reath (included in their opinion filed
as Exhibit 5(a)).
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration
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statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in value and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" Table in the effective registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraph (i) and (ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and
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controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
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, at Radnor, Pennsylvania, on this 5th day of March, 1997.
PEGASUS COMMUNICATIONS CORPORATION
By: /s/ Marshall W. Pagon
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Marshall W. Pagon,
Chief Executive Officer and President
Each person whose signature appears below hereby constitutes and
appoints Marshall W. Pagon, Robert N. Verdecchio and Ted S. Lodge as his or her
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her, in any and all capacities, to sign any or all amendments or
post-effective amendments to this Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, granting unto
each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary in connection with
such matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his substitutes may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ Marshall W. Pagon President, Chief March 5, 1997
- --------------------- Executive Officer
Marshall W. Pagon and Chairman of
(Principal the Board
Executive Officer)
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/s/ Robert N. Verdecchio Senior Vice March 5, 1997
- -------------------------- President, Chief
Robert N. Verdecchio Financial Officer
(Principal Financial and and Assistant
Accounting Officer) Secretary
/s/ James J. McEntee, III Director March 5, 1997
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James J. McEntee, III
/s/ Mary C. Metzger Director March 5, 1997
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Mary C. Metzger
/s/ Donald W. Weber Director March 5, 1997
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Donald W. Weber
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EXHIBIT INDEX
Description Number
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Opinion of Drinker Biddle & Reath 5(a)
Consent of Coopers & Lybrand L.L.P. 23(a)
Consent of Herbein + Company, Inc. 23(b)
Consent of Ernst & Young LLP 23(c)
Consent of Deloitte & Touche LLP 23(d)
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EXHIBIT 5(a)
Drinker Biddle & Reath
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
March 5, 1997
Pegasus Communications Corporation
c/o Pegasus Communications Management Company
Suite 454, 5 Radnor Corporate Center
100 Matsonford Road
Radnor, Pennsylvania 19087
Re: Pegasus Communications Corporation
Securities and Exchange Commission
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Pegasus Communications Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 under
the Securities Act of 1933 (the "Registration Statement") relating to 716,386
shares of Class A Common Stock of the Company, par value $0.01 per share (the
"Shares"), issuable pursuant to its Restricted Stock Plan (the "Restricted Stock
Plan"), or upon the exercise of options granted under the Company's 1996 Stock
Option Plan (the "Stock Option Plan," and, together with the Restricted Stock
Plan, the "Plans").
In this capacity, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, its By-laws, resolutions of its Board of Directors, the Plans,
and such other documents and corporate records as we have deemed appropriate for
the purpose of giving this opinion.
Based upon the foregoing and consideration of such questions of law as
we have deemed relevant, we are of the opinion that the issuance of the Shares
by the Company either (i) pursuant to the Restricted Stock Plan or (ii) upon the
exercise of stock options properly granted under the Stock Option Plan has been
duly authorized by the necessary corporate action of the Board of Directors of
the Company and such Shares, upon payment therefore, if applicable, in
accordance with the terms of the Restricted Stock Plan, or upon exercise of such
options and payment therefor in accordance with the terms of the Stock Option
Plan, will be validly issued, fully paid and nonassessable by the Company.
The opinions expressed herein are limited to the federal laws of the
United States and the Delaware General Corporation Law.
We consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since we have not certified any part of the Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
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DRINKER BIDDLE & REATH
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Pegasus Communications Corporation of our report dated May 31,
1996, except as to Note 14 for which the date is November 8, 1996, on our audits
of the combined financial statements and financial statement schedule of Pegasus
Communications Corporation as of and for the years ended December 31, 1994 and
1995, which report is included in this Registration Statement on Form S-1 (File
No. 333-18739).
/s/ Coopers & Lybrand L.L.P.
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COOPERS & LYBRAND L.L.P.
Philadelphia, Pennsylvania
March 3, 1997
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EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Pegasus Communications Corporation (the "Company") on Form S-8 of our report
dated March 4, 1994.
/s/ HERBEIN + COMPANY, INC.
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HERBEIN + COMPANY, INC.
Reading, Pennsylvania
March 3, 1997
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EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pegasus Communications Corporation (the "Company") on Form S-8 of our report
dated October 27, 1995.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
March 3, 1997
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EXHIBIT 23(d)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Pegasus Communications Corporation on Form S-8 of our report dated April 26,
1996, except for Note 9 as to which the date is October 8, 1996, on the DBS
Operations of Harron Communications Corp. appearing in the Registration
Statement of Pegasus Communications Corporation on Form S-1 (No. 333-18739).
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 3, 1997
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