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As filed with the Securities and Exchange Commission on April 13, 2000
Registration No. 333-34162
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEGASUS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 51-0374669
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
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c/o Pegasus Communications Management Company
225 City Line Avenue, Suite 200
Bala Cynwyd, Pennsylvania 19004
(888) 438-7488
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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Marshall W. Pagon, President and Chief Executive Officer
c/o Pegasus Communications Management Company
225 City Line Avenue, Suite 200
Bala Cynwyd, Pennsylvania 19004
(888) 438-7488
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
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<S> <C>
Ted S. Lodge, Esq. Michael B. Jordan, Esq.
Scott A. Blank, Esq. Diana E. McCarthy, Esq.
Pegasus Communications Corporation Drinker Biddle & Reath LLP
c/o Pegasus Communications Management Company One Logan Square
225 City Line Avenue, Suite 200 18th & Cherry Streets
Bala Cynwyd, Pennsylvania 19004 Philadelphia, PA 19103-6996
(888) 438-7488 (215) 988-2700
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Approximate date of commencement of proposed sale to the public: As soon as
practical after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, check the following box. [X]
If this Form is filed to register additional securities for an offering
under 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(d)
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. [ ] ___________
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The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Registrant's Amended and Restated Certificate of Incorporation
provides that a director of the Registrant shall have no personal liability to
the Registrant 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 Registrant'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 Registrant, or is or was serving while a director of office of
the Registrant at the request of the Registrant 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 Registrant against expenses (including attorneys'
fees), judgments, fines, excise taxes and amounts paid in settlement actually
and reasonably 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 Registrant's By-Laws is entitled to
advances from the Registrant for the payment of expenses incurred by such person
in the manner and to the full extent permitted under Delaware law.
The Registrant maintains directors' and officers' liability insurance.
Item 21. Exhibits and Financial Statement Schedules.
Exhibit
Number Description of Document
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5.1** Opinion of Drinker Biddle & Reath LLP.
12.1 Statement re computation of ratios (which is incorporated by
reference to Exhibit 12.1 to Pegasus' Registration Statement on Form
S-3 (File No. 333-33432)).
23.1* Consent of Drinker Biddle & Reath LLP.
23.2*** Consent of PricewaterhouseCoopers LLP.
23.3*** Consent of KPMG LLP.
24.1*** Powers of Attorney.
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* Filed herewith.
** To be filed as applicable to a particular offering of securities as an
exhibit to a Current Report on Form 8-K pursuant to Regulation S-K,
Item 601(h).
*** Previously filed.
Item 22. Undertakings.
(a) 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration 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 Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume 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
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(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;
(2) That for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of the securities at that time shall
be deemed to be the initial bona fide offering.
(3) To remove from registration by means of post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions permitted under
Item 15 above 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 against the Registrant by such director, officer
or controlling person in connection with the securities being registered hereby,
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 Act and will be governed by the final adjudication of such
issue.
(c) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of
a post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(e) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Act of 1934 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.
(f)(1) The undersigned Registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
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(2) The Registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and is
used in connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the Registration Statement and will not be
used until such amendment is effective, and that, for purposes of determining
any liability under the Securities Act of 1933, 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.
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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-4 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bala Cynwyd, Commonwealth of Pennsylvania, on April
13, 2000.
PEGASUS COMMUNICATIONS CORPORATION
By: /s/ Ted S. Lodge
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Ted S. Lodge
Senior Vice President
Date: April 13, 2000
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.
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Signature Title Date
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<S> <C> <C>
* President, Chief Executive Officer, April 13, 2000
- ---------------------------------------------- Chairman of the Board and Director
Marshall W. Pagon
(Principal Executive Officer)
* Vice President and Chief Financial April 13, 2000
- ---------------------------------------------- Officer
Kasin Smith
(Principal Financial and Accounting Officer)
* Director April 13, 2000
- ----------------------------------------------
Robert N. Verdecchio
* Director April 13, 2000
- ----------------------------------------------
James J. McEntee, III
* Director April 13, 2000
- ----------------------------------------------
Mary C. Metzger
* Director April 13, 2000
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Donald W. Weber
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Signature Title Date
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* Director April 13, 2000
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Harry F. Hopper, III
* Director April 13, 2000
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William P. Phoenix
* Director April 13, 2000
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Riordon B. Smith
*By: /s/ Ted S. Lodge
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Attorney-in-fact
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EXHIBIT INDEX
Exhibit
Number Description of Document
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5.1** Opinion of Drinker Biddle & Reath LLP.
12.1 Statement re computation of ratios (which is incorporated by
reference to Exhibit 12.1 to Pegasus' Registration Statement on Form
S-3 (File No. 333-33432)).
23.1* Consent of Drinker Biddle & Reath LLP.
23.2*** Consent of PricewaterhouseCoopers LLP.
23.3*** Consent of KPMG LLP.
24.1*** Powers of Attorney.
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* Filed herewith.
** To be filed as applicable to a particular offering of securities as an
exhibit to a Current Report on Form 8-K pursuant to Regulation S-K,
Item 601(h).
*** Filed previously.
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CONSENT OF DRINKER BIDDLE & REATH LLP
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the prospectus included in the Registration Statement. In giving
this consent, we do not admit that we come within the categories or persons
whose consent is required under Section 7 of the Securities Act.
/s/ Drinker Biddle & Reath LLP
Philadelphia, PA
April 13, 2000
