<PAGE>
As filed with the Securities and Exchange Commission on June 2, 2000
Registration No. 333-22823
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
------------------------------ ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
c/o Pegasus Communications Management Company
225 City Line Avenue
Suite 200
Bala Cynwyd, Pennsylvania 19004
----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
PEGASUS COMMUNICATIONS SAVINGS PLAN
PEGASUS COMMUNICATIONS PUERTO RICO SAVINGS PLAN
------------------------------------------------
(Full title of the plans)
Marshall W. Pagon, President and Chief Executive Officer
c/o Pegasus Communications Management Company
225 City Line Avenue
Suite 200
Bala Cynwyd, Pennsylvania 19004
----------------------------------------------------------
(Name and address of agent for service)
(888) 438-7488
-----------------------------------------
(Telephone number, including area code,
of agent for service)
<PAGE>
Copies to:
<TABLE>
<CAPTION>
<S> <C>
Ted S. Lodge, Esq. Michael B. Jordan, Esq.
Scott A. Blank, Esq. Diana McCarthy, Esq.
Pegasus Communications Corporation Drinker Biddle & Reath LLP
c/o Pegasus Communications Management Company One Logan Square
225 City Line Avenue 18th & Cherry Streets
Suite 200 Philadelphia, Pennsylvania 19103
Bala Cynwyd, Pennsylvania 19004
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Maximum
Proposed Maximum Aggregate Offering Amount of Registration
Title of Securities To Amount To Be Offering Price Per Price (2) Fee (2)
Be Registered Registered (1) Share (2)
------------------------- ----------------------- ----------------------- ----------------------- --------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 410,000 shares N/A N/A N/A
par value $.01 per share
------------------------- ----------------------- ----------------------- ----------------------- --------------------------
</TABLE>
(1) Represents 410,000 shares registered under the Pegasus Communications
Savings Plan and the Pegasus Communications Puerto Rico Savings Plan
(collectively, the "Plans"). On the original filing of this
Registration Statement on Form S-8 (File No. 333-22823) on March 5,
1997, 205,000 shares of Class A Common Stock were registered under the
Plans. Pursuant to this Post-Effective Amendment No. 1, 205,000
additional shares in the aggregate are being registered under the
Plans. 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.
(2) Because the filing of this Post-Effective Amendment No. 1 covers shares
resulting from a split of the Registrant's Class A Common Stock, no
filing fee is necessary.
<PAGE>
EXPLANATORY NOTE
A Registration Statement on Form S-8 (File No. 333-22823) (the
"Registration Statement") was filed on March 5, 1997 to register 205,000 shares
of Class A Common Stock that are issuable under the Pegasus Communications
Savings Plan and the Pegasus Communications Puerto Rico Savings Plan
(collectively, the "Plans").
On May 9, 2000, the Board of Directors approved a two for one split of
its Class A Common Stock to be paid as a stock dividend. Stockholders of record
at the close of business on May 19, 2000 will receive an additional share of the
Company's stock for each share held. The stock dividend was paid on May 30,
2000. As a result, the shares that are issuable under the Plans have increased
from 205,000 shares to 410,000 shares.
This Post-Effective Amendment No. 1 to the Registration Statement is
being filed to register the additional 205,000 shares of Class A Common Stock
that will be issuable under the Plans. Pursuant to general instruction E to Form
S-8, the Registrant incorporates by reference herein the contents of the
Registration Statement.
Item 8. Exhibits.
Exhibit 5 Opinion of Drinker Biddle & Reath LLP.
Exhibit 23(a) Consent of PricewaterhouseCoopers LLP.
Exhibit 23(b) Consent of Drinker Biddle & Reath LLP
(included in their opinion filed as Exhibit 5).
Exhibit 24 Powers of Attorney (included in Signatures and
Powers of Attorney).
<PAGE>
SIGNATURES AND POWERS OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Post-Effective Amendment No.1 to the Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, at Hilton Head Island,
South Carolina, on this 2nd day of June, 2000.
PEGASUS COMMUNICATIONS CORPORATION
By: /s/ Marshall W. Pagon
--------------------------------------
Marshall W. Pagon,
Chief Executive Officer and President
Each person whose signature appears below hereby constitutes and
appoints Marshall W. Pagon, M. Kasin Smith 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, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Marshall W. Pagon President, Chief Executive Officer and June 2, 2000
-------------------------------------------- Chairman of the Board
Marshall W. Pagon
(Principal Executive Officer)
/s/ M. Kasin Smith Vice President and Chief Financial Officer June 2, 2000
--------------------------------------------
M. Kasin Smith
(Principal Financial and Accounting Officer)
Director June 2, 2000
--------------------------------------------
Robert F. Benbow
Director June 2, 2000
--------------------------------------------
William P. Collatos
/s/ Harry F. Hopper III Director June 2, 2000
--------------------------------------------
Harry F. Hopper III
/s/ Ted S. Lodge Director June 2, 2000
--------------------------------------------
Ted S. Lodge
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James J. McEntee, III Director June 2, 2000
--------------------------------------------
James J. McEntee, III
/s/ Mary C. Metzger Director June 2, 2000
--------------------------------------------
Mary C. Metzger
/s/ William P. Phoenix Director June 2, 2000
--------------------------------------------
William P. Phoenix
/s/ Riordon B. Smith Director June 2, 2000
--------------------------------------------
Riordon B. Smith
/s/ Robert N. Verdecchio Director June 2, 2000
--------------------------------------------
Robert N. Verdecchio
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the Pegasus Communications Savings Plan (the "Savings
Plan") has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on behalf of the Savings Plan by the undersigned,
thereunder duly authorized, at Hilton Head Island, South Carolina, on this 2nd
day of June, 2000.
PEGASUS COMMUNICATIONS SAVINGS PLAN
By: /s/ Robert N. Verdecchio
--------------------------------------------
Robert N. Verdecchio
Member, Pegasus Communications Savings Plan,
Savings Plan Committee
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Administrator of the Pegasus Communications Puerto Rico Savings Plan (the
"Puerto Rico Savings Plan") has duly caused this Post-Effective Amendment No. 1
to the Registration Statement to be signed on behalf of the Puerto Rico Savings
Plan by the undersigned, thereunder duly authorized, at Hilton Head Island,
South Carolina, on this 2nd day of June, 2000.
PEGASUS COMMUNICATIONS PUERTO RICO SAVINGS PLAN
By: /s/ Robert N. Verdecchio
-------------------------------------------
Robert N. Verdecchio
Member, Pegasus Communications Puerto Rico
Savings Plan, Savings Plan Committee
<PAGE>
EXHIBIT INDEX
Exhibit 5 Opinion of Drinker Biddle & Reath LLP.
Exhibit 23(a) Consent of PricewaterhouseCoopers LLP.
Exhibit 23(b) Consent of Drinker Biddle & Reath LLP (included in their
opinion filed as Exhibit 5).
Exhibit 24 Powers of Attorney (included in Signatures and Powers of
Attorney).
