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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
US UNWIRED INC.
(Exact name of Registrant as specified in its charter)
Louisiana 72-1457316
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(Address, including zip code, of Registrant's principal executive offices)
US Unwired Inc. 1999 Equity Incentive Plan
(Full title of the Plan)
Thomas G. Henning
Secretary and General Counsel
US Unwired Inc.
One Lakeshore Drive, Suite 1900
Lake Charles, Louisiana 70629
(800) 673-2200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Anthony J. Correro, III
Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
201 St. Charles Ave., 46th Floor
New Orleans, Louisiana 70170-4600
(504) 586-5253
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Title of Amount to be Proposed Proposed Amount of
securities to be registered (1) maximum maximum registration fee
registered offering price aggregate
per share offering price
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Class A 2,654,539 shares $ 1.13 (2) $ 2,999,629 $ 791.90
Common Stock,
$0.01 par value
per share
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Class A 3,155,597 shares $ 4.98 (2) $15,714,873 $ 4,148.73
Common Stock,
$0.01 par value
per share
-------------------------------------------------------------------------------------------
Class A 1,007,382 shares $ 11.00 (2) $11,081,202 $ 2,925.44
Common Stock,
$0.01 par value
per share
-------------------------------------------------------------------------------------------
Class A 5,442,402 shares $13.5625 (3) $73,812,577 $19,486.52
Common Stock,
$0.01 par value
per share
-------------------------------------------------------------------------------------------
</TABLE>
(1) Upon a stock split, stock dividend or similar transaction in the
future and during the effectiveness of this Registration Statement
involving the Class A common stock, $0.01 par value per share, of
the Company, the number of shares thereof registered shall be
automatically increased to cover the additional shares thereof in
accordance with Rule 416(a) under the Securities Act of 1933.
(2) Computed in accordance with Rule 457, calculated based upon the
price at which currently outstanding options are exercisable.
(3) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) under the Securities Act of
1933, based on the average of the bid and asked priced per share
of the Class A common stock, $0.01 par value per share, on the
NASDAQ system on July 6, 2000.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by US Unwired Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"), are
incorporated herein by reference:
(a) The Company's Prospectus dated May 17, 2000, filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended.
(b) The Company's quarterly report on Form 10-Q for the quarter ended March 31,
2000 filed pursuant to Section 15(d) of the Securities Exchange Act of 1934
(the "1934 Act").
(c) The description of the Class A common stock, $0.01 par value per share, of
the Company included in Item 1 of the Company's Registration Statement on
Form 8-A filed with the Commission on May 11, 2000.
All reports filed by the Company with the Commission, pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date of this
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, except to the extent otherwise
provided by Regulation S-K or any other rule promulgated by the Commission, be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Louisiana Business Corporation Law (the "LBCL"), Section 83, gives
Louisiana corporations broad powers to indemnify their present and former
directors and officers and those of affiliated corporations against expenses
incurred in the defense of any lawsuit to which they are made parties by reason
of being or having been such directors or officers; subject to specific
conditions and exclusions gives a director or officer who successfully defends
an action the right to be so indemnified; and authorizes Louisiana corporations
to buy directors' and officers' liability
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insurance. Such indemnification is not exclusive of any other rights to which
those indemnified may be entitled under any by-law, agreement, authorization of
shareholders or otherwise.
Article VI of US Unwired's Articles of Incorporation permits the Board of
Directors to take further action to provide indemnification to, and limit the
liability of, to the full extent permitted by law, the directors and officers of
US Unwired by causing US Unwired to enter into contracts with its directors and
officers, adopting by-laws or resolutions, and causing US Unwired to procure and
maintain directors' and officers' liability insurance or other similar
arrangements, notwithstanding that some or all of the members of the Board of
Directors acting with respect to the foregoing may be parties to such contracts
or beneficiaries of such by-laws or resolutions or insurance or arrangements.
Article VI also permits the Board of Directors to cause US Unwired to approve
for its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing.
Section 11 of US Unwired's by-laws makes mandatory the indemnification of
any of its officers and directors against any expenses, costs, attorneys' fees,
judgments, punitive or exemplary damages, fines and amounts paid in settlement
actually and reasonably incurred by him (as they are incurred) by reason of his
position as director or officer of US Unwired or any subsidiary or other
specified positions if he is successful in his defense of the matter on the
merits or otherwise or has been found to have met the applicable standard of
conduct.
The standard of conduct is met when the director or officer is found to
have acted in good faith and in a manner that he reasonably believed to be in,
or not opposed to, the best interest of US Unwired, and, in the case of a
criminal action or proceeding, with no reasonable cause to believe that his
conduct was unlawful. No indemnification is permitted in respect of any matter
as to which a director or officer shall have been finally adjudged by a court of
competent jurisdiction to be liable for willful or intentional misconduct or to
have obtained an improper personal benefit, unless, and only to the extent that
the court shall determine upon application that, in view of all the
circumstances of the case, he is fairly and reasonably entitled to indemnity for
such expenses which the court shall deem proper.
Section 11 further provides that indemnification granted pursuant to this
section shall not be deemed exclusive of any other rights to which a director or
officer is or may become entitled under any statute, article of incorporation,
by-law, authorization of stockholders or directors, agreement or otherwise; and
that US Unwired intends by this section to indemnify and hold harmless a
director or officer to the fullest extent permitted by law.
In connection with the issuance of US Unwired's preferred stock, which has
been converted to common stock, US Unwired entered into a registration rights
agreement with the former holders of its preferred stock pursuant to which a
seller of registrable securities may be required to indemnify US Unwired and its
officers and directors under specified circumstances.
US Unwired maintains a directors' and officers' liability insurance policy.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
5 Opinion of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
(included in Exhibit 5).
Item 9. 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 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 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.
(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.
(b) 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 Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange 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.
(c) 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, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
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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 Act and will be governed by the final
adjudication of such issue.
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 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 Parish of Calcasieu, State of Louisiana, on July 11, 2000.
US UNWIRED INC.
By: /s/ Robert W. Piper
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Robert W. Piper
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that such person whose signature appears
immediately below constitutes and appoints Thomas G. Henning, Robert W. Piper
and Jerry E. Vaughn, or any one of them, his true and lawful attorney-in-fact
and agent, with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 11, 2000.
Signature Title
--------- -----
/s/ Robert W. Piper President, Chief Executive Officer and
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Robert W. Piper Director (Principal Executive Officer)
/s/ Jerry E. Vaughn Chief Financial Officer (Principal
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Jerry E. Vaughn Financial Officer)
/s/ Don Loverich Controller (Principal Accounting Officer)
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Don Loverich
/s/ William L. Henning, Jr. Chairman of the Board of Directors
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William L. Henning, Jr.
/s/ William L. Henning, Sr. Director
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William L. Henning, Sr.
/s/ Thomas G. Henning Director
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Thomas G. Henning
/s/ John A. Henning Director
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John A. Henning
/s/ Lawrence C. Tucker Director
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Lawrence C. Tucker
/s/ Andrew C. Cowen Director
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Andrew C. Cowen
/s/ Henry P. Hebert, Jr. Director
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Henry P. Hebert, Jr.
/s/ Charles T. Cannada Director
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Charles T. Cannada
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