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As filed with the Securities and Exchange Commission on August 31, 1999
Registration No. 333-____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LCC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 54-1807038
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
7925 JONES BRANCH DRIVE
McLEAN, VA 22102
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(Address of principal executive offices)
LCC INTERNATIONAL, INC. 1996 EMPLOYEE STOCK OPTION PLAN
LCC INTERNATIONAL, INC. DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
C. THOMAS FAULDERS, III
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LCC INTERNATIONAL, INC.
7925 JONES BRANCH DRIVE
McLEAN, VA 22102
(703) 873-2000
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
LORRAINE SOSTOWSKI, ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004-1109
(202) 637-5600
CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Amount to be maximum aggregate Amount of
Title of securities registered offering price offering registration
to be registered (1) per share (2) price (2) fee (2)
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CLASS A COMMON
STOCK, PAR VALUE
<S> <C> <C> <C> <C>
$.01 1,581,000 $7.16 $11,319,960 $3,147.00
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(1) 1,501,000 shares of LCC International, Inc. Class A Common Stock, par value
$.01 per share ("Class A Common Stock") are being registered pursuant to the LCC
International, Inc. 1996 Employee Stock Option Plan and 80,000 shares of Class A
Common Stock are being registered pursuant to the LCC International, Inc.
Directors Stock Option Plan.
(2) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of the registration fee, based on the average of the high and low
prices per share of the Class A Common Stock on August 24, 1999, as reported on
the Nasdaq National Market.
This Registration Statement incorporates by reference the information contained
in the earlier registration statement relating to, among other plans, the LCC
International, Inc. 1996 Employee Stock Option Plan and LCC International, Inc.
Directors Stock Option Plan, filed on December 12, 1996, Registration No.
333-17803.
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EXPLANATORY NOTE
As permitted by General Instruction E to the Form S-8, this
Registration Statement incorporates by reference the information contained in
the earlier registration statement relating to, among other plans, the LCC
International, Inc. 1996 Employee Stock Option Plan and LCC International,
Inc. Directors Stock Option Plan, filed on December 12, 1996, Registration
Statement No. 333-17803.
On January 20, and April 16, 1998, the Board of Directors of LCC
International, Inc. (the "Company") approved and adopted an amendment to the
Company's 1996 Employee Stock Option Plan (as amended, the "Employee Plan").
The amendment amended Section 4 of the Employee Plan to increase the number
of shares of Class A Common Stock, par value $.01 ("Class A Common Stock"),
of the Company reserved under the Employee Plan from 3,224,000 to 4,725,000.
On April 16, 1998, the Board of Directors of the Company approved and adopted
amendments to the Company's Directors Stock Option Plan (as amended, the
"Directors Plan"). The amendments amended Section 4 of the Directors Plan to
increase the number of shares of Class A Common Stock of the Company reserved
under the Directors Plan from 60,000 to 140,000. The other amendment to the
Directors Plan deleted Section 19.4 of the Directors Plan in its entirety to
allow for greater flexibility in administration of the Directors Plan. The
Company's stockholders approved the amendment to the Employee Plan and the
amendments to the Directors Plan at the annual meeting of stockholders held
on May 19, 1998. Accordingly, as amended, the total number of shares of
Class A Common Stock available under the Employee Plan is 4,725,000, of which
1,501,000 shares are being registered hereunder and the total number of
shares of Class A Common Stock available under the Directors Plan is 140,000,
of which 80,000 are being registered hereunder.
A complete description of the amendments to the Employee Plan and the
Directors Plan is included in the Company's definitive proxy statement on
Schedule 14A dated April 17, 1998, with respect to the Company's annual
meeting of stockholders held on May 19, 1998, which proxy statement is
incorporated herein by reference.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 8. EXHIBITS.
Exhibit
Number Description
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4.1 LCC International, Inc. 1996 Employee Stock Option
Plan (filed as Exhibit 10.14 to the Registrant's
Registration Statement on Form S-1 (File No.
333-6067), and incorporated herein by reference).
4.2 LCC International, Inc. Directors Stock Option Plan
(filed as Exhibit 10.13 to the Registrant's
Registration Statement on Form S-1 (File No.
333-6067), and incorporated herein by reference).
4.3 Amendment to LCC International, Inc. 1996 Employee
Stock Plan, dated April 16, 1998 (included as
Attachment A to the Company's definitive proxy
statement on Schedule 14A filed with the Securities
and Exchange Commission on April 17, 1998 and
incorporated herein by reference).
4.4 Amendment to LCC International, Inc. Directors Stock
Option Plan, dated April 22, 1997 (filed as Exhibit
4.8 to the Registrant's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on
March 30, 1999 and incorporated herein by reference).
4.5 Amendment No. 1 to LCC International, Inc. Directors
Stock Option Plan (included as Attachment B to the
Company's definitive proxy statement on Schedule 14A
filed with the Securities and Exchange Commission on
April 17, 1998 and incorporated herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P. regarding the
legality of the securities being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in their
opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature pages).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 McLean, Commonwealth of Virginia on the 31st day
of August, 1999.
LCC INTERNATIONAL, INC.
BY: /s/ C. THOMAS FAULDERS, III
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C. Thomas Faulders, III
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints C. Thomas Faulders and David N. Walker
jointly and severally, each in his own capacity, as true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
all that said attorneys-in-fact, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed 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>
/s/ C. THOMAS FAULDERS
- ------------------------------ Chairperson of the Board of August 31, 1999
C. Thomas Faulders, III Directors, President and Chief
Executive Officer
(Principal Executive Officer)
/s/ DAVID N. WALKER
- ------------------------------ Senior Vice President, August 31, 1999
David N. Walker Treasurer and Chief Financial
Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ DR. RAJENDRA SINGH
- ------------------------------ Director August 31, 1999
Dr. Rajendra Singh
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ NEERA SINGH
- ------------------------------- Director August 31, 1999
Neera Singh
- ------------------------------- Director August __, 1999
Mark D. Ein
/s/ STEVEN J. GILBERT
- ------------------------------- Director August 31, 1999
Steven J. Gilbert
/s/ DR. ARNO A. PENZIAS
- ------------------------------- Director August 31, 1999
Dr. Arno A. Penzias
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EXHIBIT INDEX
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Exhibit
Number Description Page
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4.1 LCC International, Inc. 1996 Employee Stock Option Plan
(filed as Exhibit 10.14 to the Registrant's Registration
Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference). *
4.2 LCC International, Inc. Directors Stock Option Plan (filed
as Exhibit 10.13 to the Registrant's Registration
Statement on Form S-1 (File No. 333-6067), and
incorporated herein by reference). *
4.3 Amendment to LCC International, Inc. 1996 Employee Stock
Option Plan, dated April 16, 1998 (included as Attachment
A to the Company's definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on
April 17, 1998). *
4.4 Amendment to LCC International, Inc. Directors Stock
Option Plan, dated April 22, 1997 (filed as Exhibit 4.8 to
the Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 30, 1999 and
incorporated herein by reference). *
4.5 Amendment to LCC International, Inc. Directors Stock
Option Plan, dated April 16, 1998 (included as Attachment
B to the Company's definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on
April 17, 1998). *
5.1 Opinion of Hogan & Hartson L.L.P. regarding the legality
of the securities being registered.
23.1 Consent of KPMG LLP
23.2 Consent of Hogan & Hartson L.L.P. (included in their
opinion filed as Exhibit 5.1 hereto).
24.1 Power of Attorney (included on signature pages).
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*incorporated by reference
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EXHIBIT 5.1
August 31, 1999
Board of Directors
LCC International, Inc.
7925 Jones Branch Drive
McLean, Virginia 22102
Ladies and Gentlemen:
We are acting as counsel to LCC International, Inc., a Delaware
corporation (the "COMPANY"), in connection with its registration, pursuant to
a registration statement on Form S-8, as amended (the "REGISTRATION
STATEMENT") filed with the Securities and Exchange Commission, of 1,581,000
shares of the Company's Class A Common Stock, par value $.01 per share (the
"SHARES"), issuable upon exercise of options granted under the LCC
International, Inc. 1996 Employee Stock Option Plan, as amended (the
"Employee Plan") and the LCC International, Inc. Directors Stock Option Plan,
as amended (the "Directors Plan" and together with the Employee Plan, the
"Plans"). This opinion letter is furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. An executed copy of the Registration Statement.
2. Copies of each of the Plans, as certified by the Secretary
of the Company on the date hereof as each being complete,
accurate and in effect.
3. The Restated Certificate of Incorporation of the Company,
as certified by the Secretary of the State of the State of
Delaware on August 25, 1999 and by the Secretary of the
Company on the date hereof as being complete, accurate, and
in effect.
4. The Amended and Restated Bylaws of the Company, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect.
5. Resolutions of the Board of Directors of the Company
adopted on January 20, 1998 and April 16, 1998, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate, and in effect.
6. Resolutions of the stockholders of the Company adopted on
May 19, 1998, as certified by the Secretary of the Company
on the date hereof as being complete, accurate and in
effect.
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In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic
original documents of all documents submitted to us as copies (including
telecopies). This opinion letter is given, and all statements herein are
made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on
Delaware corporate law. We express no opinion herein as to any other laws,
statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of
the opinion that when issued and delivered in the manner and on the terms
contemplated in the Registration Statement, the Plans and the stock option
agreements effecting grants thereunder, with the Company having received the
consideration therefore, the form of which is in accordance with applicable
law, the Shares will be validly issued, fully paid, and nonassessable.
This opinion letter has been prepared for your use in connection
with the Registration Statement and speaks as of the date hereof. We assume
no obligation to advise you of any changes in the foregoing subsequent to the
delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that
we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartston L.L.P.
HOGAN & HARTSON L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
LCC International, Inc.
We consent to the use of our report incorporated herein by reference, which
report appears in the December 31, 1998, annual report on Form 10-K of LCC
International, Inc.
KPMG LLP
McLean, VA
August 31, 1999
