<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1997
REGISTRATION NO. 333-36217
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
DIGITAL TELEVISION SERVICES, INC.
DTS CAPITAL, INC.
(Exact Name of Registrants as Specified in Their Respective Charters)
<TABLE>
<C> <C>
DELAWARE 06-1473713
DELAWARE 58-2332106
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification Number)
Organization)
</TABLE>
AND AFFILIATE GUARANTORS
<TABLE>
<S> <C> <C>
DTS MANAGEMENT, LLC GEORGIA 58-2255906
DIGITAL TELEVISION SERVICES OF CALIFORNIA, LLC DELAWARE 54-1792385
DIGITAL TELEVISION SERVICES OF COLORADO, LLC GEORGIA 58-2255909
DIGITAL TELEVISION SERVICES OF GEORGIA, LLC GEORGIA 58-2278248
DIGITAL TELEVISION SERVICES OF INDIANA, LLC GEORGIA 58-2349722
DIGITAL TELEVISION SERVICES OF KANSAS, LLC GEORGIA 58-2269693
DIGITAL TELEVISION SERVICES OF KENTUCKY, LLC GEORGIA 58-2263782
DIGITAL TELEVISION SERVICES OF NEW MEXICO, LLC GEORGIA 58-2255917
DIGITAL TELEVISION SERVICES OF NEW YORK I, LLC GEORGIA 58-2255915
DIGITAL TELEVISION SERVICES OF SOUTH CAROLINA I, LLC GEORGIA 58-2261740
DIGITAL TELEVISION SERVICES OF VERMONT, LLC GEORGIA 58-2272519
SPACENET, INC. NEW MEXICO 85-0418709
(Exact Name of Registrants as Specified in Their Respective (State or Other (I.R.S. Employer
Charters) Jurisdiction of Identification No.)
Incorporation or
Organization)
</TABLE>
4841
(Primary Standard Industrial Classification Code Number)
<TABLE>
<C> <C>
MR. DOUGLAS S. HOLLADAY, JR.
PRESIDENT AND CHIEF EXECUTIVE OFFICER
880 HOLCOMB BRIDGE ROAD DIGITAL TELEVISION SERVICES, INC.
BUILDING C-200 880 HOLCOMB BRIDGE ROAD
ROSWELL, GEORGIA 30076 BUILDING C-200
TELEPHONE: (770) 645-4440 ROSWELL, GEORGIA 30076
(Address, Including Zip Code, and Telephone TELEPHONE: (770) 645-4440
Number, Including Area Code, of Registrants' (Name, Address, Including Zip Code, and
Principal Executive Offices) Telephone Number, Including Area Code, of
Agent for Service)
</TABLE>
---------------------
COPIES TO:
H. BRYAN IVES III, ESQ.
C. MARK KELLY, ESQ.
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
2600 NATIONSBANK CORPORATE CENTER
100 NORTH TRYON STREET
CHARLOTTE, NC 28202-4000
TELEPHONE: (704) 417-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If 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. [ ]
---------------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each of the Company and Capital is incorporated under the laws of the State
of Delaware. Section 145 of the General Corporation Law of the State of
Delaware, inter alia ("Section 145"), provides that a Delaware corporation may
indemnify any persons who were, are or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts pain in settlement actually and
reasonably incurred by such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. A Delaware corporation may indemnify
any persons who are, were or are threatened to be made, a party to any
threatened, pending or completed action or suit by or in the right of the
corporation by reasons of the fact that such person was a director, officer,
employee or agent of such corporation, or is or was serving at the request of
such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer, director,
employee or agent is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.
The Amended and Restated Certificate of Incorporation of the Company and
the Certificate of Incorporation of Capital each provide that such Corporations
shall, to the fullest extent permitted by the provisions of the General
Corporation Law of Delaware, as the same exists or may hereafter be amended,
indemnify all persons whom it may indemnify under such provisions. The
indemnification provided by such Certificates of Incorporation provides that
such provisions shall not limit or exclude any rights, indemnities or
limitations of liability to which any person may be entitled, whether as a
matter of law, under the bylaws of such corporation, by agreement, vote of the
stockholders or disinterested directors of the corporation or others. The
personal liability of the directors of such corporations is eliminated to the
fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of
the General Corporation Law of the State of Delaware as the same may be amended
or supplemented. Except as specifically required by the Delaware General
Corporation Law as the same exists or may hereafter amended, no director of such
corporations shall be liable to such corporation or its stockholders for
monetary damages for breach of his or her fiduciary duty as a director. No
amendment to or repeal of the foregoing provision shall apply to or have any
effect on the liability or alleged liability of any director for or with respect
to any acts or omissions of such director occurring prior to such amendment or
repeal.
Article VII of the Bylaws of each of the Company and Capital ("Article
VII") provides that such corporation shall indemnify each director and officer
of such corporations, and each person serving at the request of such corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by the laws of
Delaware, as from time to time in effect. The Company or Capital may, if and to
the extent authorized by its Board of Directors in a specific case, indemnify
employees or agents of such corporation in the same manner and to the same
extent. The indemnification obligations set forth in Article VII shall inure to
the benefit of heirs, executors, administrators and personal representatives of
those entitled to indemnification and shall be binding upon any successor to
such corporation to the fullest extent permitted by the laws of Delaware, as
from time to time in effect. The Board of Directors of such corporation may also
provide any other rights of indemnity which it may deem appropriate.
II-1
<PAGE> 3
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnity him under Section 145.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
2.1 -- Certificate of Merger of WEP Intermediate Corp. and Digital
Television Services, LLC.+
2.2 -- Agreement in Principle dated November 6, 1997 between
Pegasus Communications Corporation and Digital Television
Services, Inc.+
3.1(a) -- Certificate of Formation of Digital Television Services,
LLC.+
3.1(b) -- Certificate of Conversion to Limited Liability Company of
Digital Television Services, LLC.+
3.1(c) -- Certificate of Amendment to Certificate of Formation of
Digital Television Services, LLC.+
3.1(d) -- Amended and Restated Limited Liability Company Agreement of
Digital Television Services, LLC.+
3.1(e) -- First Amendment of Amended and Restated Limited Liability
Company Agreement of Digital Television Services, LLC.+
3.1(f) -- Amended and Restated Certificate of Incorporation of Digital
Television Services, Inc.+
3.1(g) -- Bylaws of Digital Television Services, Inc.+
3.2(a) -- Certificate of Incorporation of DTS Capital, Inc.+
3.2(b) -- Bylaws of DTS Capital, Inc.+
3.3(a) -- Articles of Organization of DTS Management, LLC.+
3.3(b) -- Articles of Amendment of DTS Management, LLC.+
3.3(c) -- Amended and Restated Operating Agreement of DTS Management,
LLC.+
3.4(a) -- Certificate of Formation of Digital Television Services of
California, LLC.+
3.4(b) -- Limited Liability Company Agreement of Digital Television
Services of California, LLC.+
3.5(a) -- Articles of Organization of Digital Television Services of
Colorado, LLC.+
3.5(b) -- Operating Agreement of Digital Television Services of
Colorado, LLC.+
3.6(a) -- Articles of Organization of Digital Television Services of
Georgia, LLC.+
3.6(b) -- Operating Agreement of Digital Television Services of
Georgia, LLC.+
3.7(a) -- Articles of Organization of Digital Television Services of
Kansas, LLC.+
3.7(b) -- Operating Agreement of Digital Television Services of
Kansas, LLC.+
3.8(a) -- Articles of Organization of Digital Television Services of
Kentucky, LLC.+
3.8(b) -- Operating Agreement of Digital Television Services of
Kentucky, LLC.+
3.9(a) -- Articles of Organization of Digital Television Services of
New Mexico, LLC.+
3.9(b) -- Operating Agreement of Digital Television Services of New
Mexico, LLC.+
3.10(a) -- Articles of Organization of Digital Television Services of
New York I, LLC.+
3.10(b) -- Operating Agreement of Digital Television Services of New
York I, LLC.+
3.11(a) -- Articles of Organization of Digital Television Services of
South Carolina I, LLC.+
3.11(b) -- Operating Agreement of Digital Television Services of South
Carolina I, LLC.+
3.12(a) -- Articles of Organization of Digital Television Services of
Vermont, LLC.+
3.12(b) -- Operating Agreement of Digital Television Services of
Vermont, LLC.+
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
3.13(a) -- Articles of Incorporation of Spacenet, Inc.+
3.13(b) -- Certificate of Amendment of Spacenet, Inc.+
3.13(c) -- Bylaws of Spacenet, Inc.+
3.14(a) -- Articles of Organization of Digital Television Services of
Indiana, LLC.+
3.14(b) -- Articles of Amendment of Digital Television Services of
Indiana, LLC.+
3.14(c) -- Operating Agreement of Digital Television Services of
Indiana, LLC.+
4.1 -- Indenture dated as of July 30, 1997 among the Issuers, the
Guarantors, and The Bank of New York, as Trustee.+
4.2 -- Form of Notes (included in Exhibit 4.1 above).+
4.3 -- Registration Rights Agreement dated as of July 30, 1997
among the Issuers, the Guarantors, Donaldson, Lufkin &
Jenrette Securities Corporation, CIBC Wood Gundy Securities
Corp. and J.P. Morgan Securities Inc.+
4.4 -- Interest Escrow Agreement dated as of July 30, 1997 among
The Bank of New York, as Escrow Agent and Collateral Agent,
and the Issuers.+
4.5 -- Escrow Security Agreement dated as of July 30, 1997 between
The Bank of New York, as Collateral Agent, and the Issuers.+
4.6 -- Supplemental Indenture dated October 10, 1997 among the
Issuers, the Guarantors, WEP Intermediate Corp. and The Bank
of New York, as Trustee.+
5.1 -- Opinion of Nelson Mullins Riley & Scarborough, L.L.P.,
counsel to the Registrants, as to the legality of the
securities being registered.
10.1 -- Second Amended and Restated Credit Agreement dated as of
July 30, 1997 (the "Restated Credit Agreement") among
Digital Television Services, Inc., and the several Lenders,
CIBC Wood Gundy Securities Corp., as arranger, Morgan
Guaranty Trust Company of New York, Fleet National Bank, and
Canadian Imperial Bank of Commerce.+(P)
10.2 -- Guarantee and Collateral Agreement among the Guarantors
named therein and Canadian Imperial Bank of Commerce.+(P)
10.3 -- Stock Purchase Agreement dated as of January 30, 1996 by and
between Edward Botefuhr and Janet Blakeley Botefuhr and
Digital Television Services, LLC (formerly DBS Holdings,
L.P.).+(P)
10.4(a) -- Asset Purchase Agreement dated as of March 19, 1996 between
Digital Television Services of California, LLC (formerly
Columbia DBS San Luis Obispo, L.P.) and Pacific Coast DBS,
Inc. (the "Pacific Coast Purchase Agreement").+
10.4(b) -- Amendment to Pacific Coast Purchase Agreement dated as of
April 1, 1996.+(P)
10.5(a) -- Asset Purchase Agreement dated as of June 11, 1996 between
Omega Cable and Dale Hazard and Scott Alexander and Digital
Television Services of Colorado, LLC (formerly Digital
Television Services of Colorado, LP) (the "Omega Purchase
Agreement").+(P)
10.5(b) -- Amendment to Omega Purchase Agreement dated July 14,
1996.+(P)
10.6(a) -- Asset Purchase Agreement dated as of June 26, 1996 among
Falls Earth Station, Inc. and Gerald R. Barnes and Digital
Television Services of New York I, LLC (successor by merger
to Digital Television Services of New York II, LP) (the
"Falls Earth Purchase Agreement").+(P)
10.6(b) -- First Amendment dated July 11, 1996 to the Falls Earth
Purchase Agreement.+(P)
10.7(a) -- Asset Purchase Agreement dated as of June 28, 1996 among TEG
DBS Services, Inc. and Kulwinder Singh and Jadwinder Singh
and Digital Television Services of New Mexico, LLC (formerly
Digital Television Services of New Mexico, LP) (the "Teg
Purchase Agreement").+(P)
10.7(b) -- First Amendment dated July 11, 1996 to Teg Purchase
Agreement.+(P)
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
10.8(a) -- Asset Purchase Agreement dated as of June 28, 1996 between
Northeast Cable Services, Inc. and Digital Television
Services of New York I, LLC (formerly Digital Television
Services of New York I, LP) (the "Northeast Cable Purchase
Agreement").+(P)
10.8(b) -- Amendment dated August 28, 1996 to the Northeast Cable
Purchase Agreement.+(P)
10.9(a) -- Asset Purchase Agreement dated as of October 5, 1996 among
Pee Dee Electricom, Inc. and Pee Dee Electric Cooperative,
Inc. and Digital Television Services of South Carolina I,
LLC (formerly Digital Television Services of South Carolina
I, LP) (the "Pee Dee Purchase Agreement").+(P)
10.9(b) -- First Amendment dated November 4, 1996 to the Pee Dee
Purchase Agreement.+(P)
10.9(c) -- Second Amendment dated November 25, 1996 to the Pee Dee
Purchase Agreement.+(P)
10.10(a) -- Asset Purchase Agreement dated as of October 5, 1996 among
Santee Satellite Systems, Inc. Santee Electric Cooperative,
Inc. and Digital Television Services of South Carolina I,
LLC (successor by merger to Digital Television Services of
South Carolina II, LP) (the "Santee Purchase
Agreement").+(P)
10.10(b) -- First Amendment dated November 4, 1996 to the Santee
Purchase Agreement.+(P)
10.11(a) -- Asset Purchase Agreement dated as of October 28, 1996
between Direct Programming Services Limited Partnership and
Digital Television Services of Kentucky, LLC (formerly
Digital Television Services of Kentucky, LP) (the "Direct
Purchase Agreement").+(P)
10.11(b) -- First Amendment dated November 26, 1996 to the Direct
Purchase Agreement.+
10.12(a) -- Asset Purchase Agreement dated as of November 13, 1996
between Northeast DBS Enterprises, L.P., DTS Management, LLC
(formerly DBS Management, LLC) (the "Northeast DBS Purchase
Agreement")+(P)
10.12(b) -- Amendment dated February 11, 1997 to the Northeast DBS
Purchase Agreement among Northeast DBS Enterprises, L.P.,
DTS Management, LLC and Digital Television Services of
Vermont, LLC.+(P)
10.13 -- Asset Purchase Agreement dated as of November 22, 1996
between Skywave Communications, Inc. and Digital Television
Services of Kansas, LLC (formerly Digital Television
Services of Kansas, LP).+(P)
10.14 -- Asset Purchase Agreement dated as of November 22, 1996
between Kansas DBS, L.L.C. and Digital Television Services
of Kansas, LLC (formerly Digital Television Services of
Kansas, LP).+(P)
10.15 -- Asset Purchase Agreement dated as of February 19, 1997
between Mitchell Electric Membership Corporation and Digital
Television Services of Georgia, LLC.+(P)
10.16(a) -- Asset Purchase Agreement dated as of February 19, 1997
between DigiCom Services, Inc. and Digital Television
Services of Georgia, LLC (the "DigiCom Purchase
Agreement").+(P)
10.16(b) -- First Amendment dated April 15, 1997 to the DigiCom Purchase
Agreement.+(P)
10.17 -- Asset Purchase Agreement dated as of February 19, 1997
between Planters Electric Membership Corporation and Digital
Television Services of Georgia, LLC.+(P)
10.18 -- Asset Purchase Agreement dated as of February 19, 1997
between Washington Electric Membership Corporation and
Digital Television Services of Georgia, LLC.+(P)
10.19 -- Form of NRTC/Member Agreement for Marketing and Distribution
of DBS Services, as amended by Amendment to NRTC/Member
Agreement for Marketing and Distribution of DBS Services.
(1)+(P)
10.20 -- Employee Unit Plan+
10.21(a) -- Lease Agreement dated August 2, 1996 between Fund II, Fund
III, Fund IV and Fund VII Associates and DTS Management, LLC
(the "Lease Agreement").+(P)
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
10.21(b) -- Amendment dated December 20, 1996 to the Lease
Agreement.+(P)
10.22 -- Employment Agreement effective April 1, 1996 between DTS
Management, LLC and Douglas S. Holladay, Jr. (the "Holladay
Employment Agreement")+
10.23 -- Employment Agreement effective March 24, 1997 between DTS
Management, LLC and Earle A. MacKenzie (the "MacKenzie
Employment Agreement").+
10.24 -- Employment Agreement effective April 1, 1996 between DTS
Management, LLC and William J. Dorran.+
10.25 -- Employment Agreement effective April 15, 1996 between DTS
Management and Donald A. Doering (the "Doering Employment
Agreement").+
10.26 -- Asset Purchase Agreement dated as of October 17, 1997
between Digital Television Services of Indiana, LLC,
Satellite Television Services, Inc. and Clay County Rural
Telephone Cooperative, Inc.+(P)
10.27 -- Digital Television Services, Inc. 1997 Stock Option Plan.+
10.28 -- Amendment dated October 10, 1997 to Holladay Employment
Agreement.+
10.29 -- Amendment dated October 10, 1997 to MacKenzie Employment
Agreement.+
10.30 -- Amendment dated October 10, 1997 to Doering Employment
Agreement.+
10.31 -- Stockholders Agreement dated October 10, 1997 among the
Company and the holders of its Common Stock and Series A
Preferred Stock.+
10.32 -- Registration Rights Agreement dated February 10, 1997 among
the Company and the stockholders named therein. (filed as
Exhibit H to Exhibit 3.1(d) hereto)+
10.33 -- Form of Warrant Agreement.+
10.34 -- Amendment dated November 6, 1997 to Holladay Employment
Agreement.+
10.35 -- Amendment dated November 6, 1997 to MacKenzie Employment
Agreement.+
10.36 -- Amendment dated November 6, 1997 to Doering Employment
Agreement.+
10.37 -- Amendment dated October 30, 1997 to the Restated Credit
Agreement.+
12 -- Statement regarding Computation of Ratios.+
21.1 -- Subsidiaries of Registrants.+
23.1 -- Consent of Nelson Mullins Riley & Scarborough, L.L.P.
(included in Exhibit 5.1).
23.2 -- Consent of Arthur Andersen LLP.+
23.3 -- Consent of Fishbein & Company, P.C.+
23.4 -- Consent of Deloitte & Touche+
24.1 -- Powers of Attorney.+
25.1 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939 of The Bank of New York, as Trustee of
the Indenture relating to the 12 1/2% Senior Subordinated
Notes due 2007.+
27.1 -- Financial data schedule Digital Television Services, Inc.+
27.2 -- Financial data schedule DTS Capital, Inc.+
27.3 -- Financial data schedule DTS Management, LLC.+
27.4 -- Financial data schedule Digital Television Services of
California, LLC.+
27.5 -- Financial data schedule Digital Television Services of
Colorado, LLC.+
27.6 -- Financial data schedule Digital Television Services of
Georgia, LLC.+
27.7 -- Financial data schedule Digital Television Services of
Kansas, LLC.+
27.8 -- Financial data schedule Digital Television Services of
Kentucky, LLC.+
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S> <C>
27.9 -- Financial data schedule Digital Television Services of New
Mexico, LLC.+
27.10 -- Financial data schedule Digital Television Services of New
York I, LLC.+
27.11 -- Financial data schedule Digital Television Services of South
Carolina, LLC.+
27.12 -- Financial data schedule Digital Television Services of
Vermont, LLC.+
27.13 -- Financial data schedule Spacenet, Inc.+
27.14 -- Financial data schedule Digital Television Services of
Indiana, LLC.+
99.1 -- Form of Letter of Transmittal.+
99.2 -- Form of Notice of Guaranteed Delivery.+
99.3 -- Form of Letter to Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees.+
99.4 -- Form of Letter to Clients.+
99.5 -- Guidelines for Certification of Taxpayer Identification
Number on Form W-9.+
</TABLE>
- ---------------
(1) See Schedule 1 to Exhibit 10.19 for list of the NRTC/Member Agreements for
Marketing and Distribution of DBS Services to which the Registrants are
party.
+ Previously filed.
(P) Attachments to this Exhibit filed in paper format pursuant to a continuing
hardship exemption.
(b) Financial Statement Schedules
None
II-6
<PAGE> 8
ITEM 22. UNDERTAKINGS.
The undersigned registrants hereby undertake:
(1) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant to
the provisions described under Item 20 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
Securities 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, suite 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.
(2) 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.
(3) 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.
(4) 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; 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.
(5) 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.
(6) 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.
II-7
<PAGE> 9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, DIGITAL
TELEVISION SERVICES, INC. HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE
REGISTRATION STATEMENT ON FORM S-4 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA
ON DECEMBER 24, 1997.
DIGITAL TELEVISION SERVICES, INC.
By: **
------------------------------------
Douglas S. Holladay, Jr.
President, Chief Executive Officer
and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATES
- --------- -------- -----
<C> <S> <C>
** President, Chief Executive
- --------------------------------------------------- Officer and Director
Douglas S. Holladay, Jr. (Principal Executive Officer) December 24, 1997
** Vice President, Chief Financial
- --------------------------------------------------- Officer, Treasurer and
Donald A. Doering Secretary (Principal December 24, 1997
Financial and Accounting
Officer)
** Director
- ---------------------------------------------------
Michael C. Brooks December 24, 1997
** Director
- ---------------------------------------------------
Harry F. Hopper, III December 24, 1997
** Director
- ---------------------------------------------------
William Laverack, Jr. December 24, 1997
** Director
- ---------------------------------------------------
David P. Mixer December 24, 1997
** Director
- ---------------------------------------------------
James B. Murray, Jr. December 24, 1997
** Director
- ---------------------------------------------------
Riordon B. Smith December 24, 1997
</TABLE>
** The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 to the Registration Statement on behalf of the above named
officers and directors of Digital Television Services, Inc. pursuant to the
Power of Attorney executed by such officers and directors and previously
filed with the Securities and Exchange Commission.
/s/ DONALD A. DOERING
--------------------------------
Donald A. Doering
Attorney-in-fact
II-8
<PAGE> 10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, EACH OF DTS
MANAGEMENT, LLC ("MANAGEMENT"); DIGITAL TELEVISION SERVICES OF CALIFORNIA, LLC;
DIGITAL TELEVISION SERVICES OF COLORADO, LLC; DIGITAL TELEVISION SERVICES OF
GEORGIA, LLC; DIGITAL TELEVISION SERVICES OF INDIANA, LLC; DIGITAL TELEVISION
SERVICES OF KANSAS, LLC; DIGITAL TELEVISION SERVICES OF KENTUCKY, LLC; DIGITAL
TELEVISION SERVICES OF NEW MEXICO, LLC; DIGITAL TELEVISION SERVICES OF NEW YORK
I, LLC; DIGITAL TELEVISION SERVICES OF SOUTH CAROLINA I, LLC; AND DIGITAL
TELEVISION SERVICES OF VERMONT, LLC HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE
REGISTRATION STATEMENT ON FORM S-4 TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA
ON DECEMBER 24, 1997.
DTS MANAGEMENT, LLC
DIGITAL TELEVISION SERVICES OF CALIFORNIA, LLC
DIGITAL TELEVISION SERVICES OF COLORADO, LLC
DIGITAL TELEVISION SERVICES OF GEORGIA, LLC
DIGITAL TELEVISION SERVICES OF INDIANA, LLC
DIGITAL TELEVISION SERVICES OF KANSAS, LLC
DIGITAL TELEVISION SERVICES OF KENTUCKY, LLC
DIGITAL TELEVISION SERVICES OF NEW MEXICO, LLC
DIGITAL TELEVISION SERVICES OF NEW YORK I, LLC
DIGITAL TELEVISION SERVICES OF SOUTH CAROLINA I,
LLC
DIGITAL TELEVISION SERVICES OF VERMONT, LLC
By: **
-----------------------------------------------
Douglas S. Holladay, Jr.
President, Chief Executive Officer
and Manager of Management*
II-9
<PAGE> 11
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATES
- --------- -------- -----
<C> <S> <C>
** President, Chief Executive
- --------------------------------------------------- Officer and Manager of
Douglas S. Holladay, Jr. Management* (Principal December 24, 1997
Executive Officer)
** Vice President and Chief
- --------------------------------------------------- Financial Officer of
Donald A. Doering Management* (Principal December 24, 1997
Financial and Accounting
Officer)
** Manager of Management*
- ---------------------------------------------------
Michael C. Brooks December 24, 1997
** Manager of Management*
- ---------------------------------------------------
Harry F. Hopper, III December 24, 1997
** Manager of Management*
- ---------------------------------------------------
William Laverack, Jr. December 24, 1997
** Manager of Management*
- ---------------------------------------------------
David P. Mixer December 24, 1997
** Manager of Management*
- ---------------------------------------------------
James B. Murray, Jr. December 24, 1997
** Manager of Management*
- ---------------------------------------------------
Riordon B. Smith December 24, 1997
</TABLE>
- ---------------
* Management is the sole member of each of Digital Television Services of
California, LLC; Digital Television Services of Colorado, LLC; Digital
Television Services of Georgia, LLC; Digital Television Services of Indiana,
LLC; Digital Television Services of Kansas, LLC; Digital Television Services
of Kentucky, LLC; Digital Television Services of New Mexico, LLC; Digital
Television Services of New York I, LLC; Digital Television Services of South
Carolina I, LLC and Digital Television Services of Vermont, LLC.
** The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 to the Registration Statement on behalf of the above named
officers and managers of DTS Management, LLC pursuant to the Power of
Attorney executed by such officers and managers and previously filed with the
Securities and Exchange Commission.
/s/ DONALD A. DOERING
--------------------------------
Donald A. Doering
Attorney-in-fact
II-10
<PAGE> 12
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, DTS CAPITAL,
INC. HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT ON FORM
S-4 TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN
THE CITY OF ATLANTA, STATE OF GEORGIA ON DECEMBER 24, 1997.
DTS CAPITAL, INC.
By: **
--------------------------------------
Douglas S. Holladay, Jr.
President and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATES
- --------- -------- -----
<C> <S> <C>
** President and Director December 24, 1997
- --------------------------------------------------- (Principal Executive Officer)
Douglas S. Holladay, Jr.
** Vice President, Treasurer and December 24, 1997
- --------------------------------------------------- Secretary and Director
Donald A. Doering (Principal Financial and
Accounting Officer)
</TABLE>
** The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 to the Registration Statement on behalf of the above named
officers and directors of DTS Capital, Inc. pursuant to the Power of Attorney
executed by such officers and directors and previously filed with the
Securities and Exchange Commission.
/s/ DONALD A. DOERING
--------------------------------
Donald A. Doering
Attorney-in-fact
II-11
<PAGE> 13
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, SPACENET, INC.
HAS DULY CAUSED THIS AMENDMENT NO. 4 TO THE REGISTRATION STATEMENT ON FORM S-4
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF ATLANTA, STATE OF GEORGIA ON DECEMBER 24, 1997.
SPACENET, INC.
By: **
------------------------------------
Harry F. Hopper, III
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATES
- --------- -------- -----
<C> <S> <C>
** President, (Principal Executive
- ------------------------------------------------ Officer) December 24, 1997
Harry F. Hopper, III
** Vice President Secretary and
- ------------------------------------------------ Treasurer (Principal Financial
Neil P. Byrne and Accounting Officer) December 24, 1997
** Director December 24, 1997
- ------------------------------------------------
Robert B. Blow
** Director December 24, 1997
- ------------------------------------------------
Mark J. Kington
** Director December 24, 1997
- ------------------------------------------------
David P. Mixer
** Director December 24, 1997
- ------------------------------------------------
James B. Murray, Jr.
</TABLE>
** The undersigned, by signing his name hereto, does sign and execute this
Amendment No. 4 to the Registration Statement on behalf of the above named
officers and directors of Spacenet, Inc. pursuant to the Power of Attorney
executed by such officers and directors and previously filed with the
Securities and Exchange Commission.
/s/ DONALD A. DOERING
--------------------------------
Donald A. Doering
Attorney-in-fact
II-12
<PAGE> 1
EXHIBIT 5.1
LAW OFFICES
Nelson Mullins Riley & Scarborough, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
NATIONSBANK CORPORATE CENTER OTHER OFFICES:
SUITE 2600 Atlanta, Georgia
100 NORTH TRYON STREET Charleston, South Carolina
CHARLOTTE, NORTH CAROLINA 28202-4000 Columbia, South Carolina
TELEPHONE (704) 417-3000 Greenville, South Carolina
FACSIMILE (704) 377-4814 Myrtle Beach, South Carolina
Www.nmrs.com
December 24, 1997
Digital Television Services, Inc.
DTS Capital, Inc.
880 Holcomb Bridge Road
Building C-200
Roswell, GA 30076
Ladies and Gentlemen:
We have acted as counsel to Digital Television Services, Inc., a
Delaware corporation (the "Company"), DTS Capital Inc., a Delaware corporation
("Capital" and, together with the Company, the ("Issuers"), and Digital
Television Services of California, LLC, a Delaware limited liability company,
Spacenet, Inc., a New Mexico corporation, and each of the following Georgia
limited liability companies: DTS Management, LLC, Digital Television Services of
Colorado, LLC, Digital Television Services of Georgia, LLC, Digital Television
Services of Indiana, LLC, Digital Television Services of Kansas, LLC, Digital
Television Services of Kentucky, LLC, Digital Television Services of New Mexico,
LLC, Digital Television Services of New York I, LLC, Digital Television Services
of South Carolina I, LLC and Digital Television Services of Vermont, LLC
(collectively, the "Guarantors") in connection with the filing of a Registration
Statement on Form S-4 (Registration No. 333-36217) with the Securities and
Exchange Commission (the "Commission") on September 24, 1997 under the
Securities Act of 1933, as amended (the "Act"), as amended by Amendment No. 1
filed with the Commission on November 19, 1997, Amendment No. 2 filed with the
Commission on December 15, 1997, Amendment No. 3 filed with the Commission on
December 23, 1997 and Amendment No. 4 filed with the Commission on December 24,
1997 (such Registration Statement, as so amended and as further amended or
supplemented, is hereinafter referred to as the "Registration Statement"),
relating to the proposed offer to exchange (the "Exchange Offer") up to $155
million principal amount of the Issuers' Series B 12 1/2% Senior Subordinated
Notes due 2007 (the "Exchange Notes") for a like principal amount of the
Issuers' issued and outstanding Series A 12 1/2% Senior Subordinated Notes due
2007 (the "Private Notes"). The obligations of the Issuers under the Exchange
Notes will be guaranteed (the "Guaranties") by the Guarantors. The Exchange
Notes and the Guaranties are to be issued pursuant to the Indenture dated as of
July 30, 1997 among the Issuers, the Guarantors and The Bank of New York, as
trustee (the "Trustee"), a copy of which has been filed as Exhibit 4.1 to the
Registration Statement, as supplemented by the Supplemental Indenture dated as
of October 10, 1997, a copy of which
<PAGE> 2
Digital Television Services, Inc.
DTS Capital, Inc.
December 24, 1997
Page 2
has been filed as Exhibit 4.6 to the Registration Statement (as so supplemented,
the "Indenture").
In this capacity, we have examined the form of certificate which will
evidence the Exchange Notes and the Guaranties, executed originals of the
Indenture and the Registration Rights Agreement dated as of July 30, 1997 among
the Issuers, the Guarantors, Donaldson, Lufkin & Jenrette Securities
Corporation, CIBC Wood Gundy Securities Corp. and JP Morgan Securities Inc. and
executed originals, or copies certified or otherwise identified to our
satisfaction, of such instruments, agreements and other documents (including
corporate records and other documents of the Issuers and the Guarantors and
certificates of public officials), and we have investigated such questions of
law, as we have considered necessary or appropriate as a basis for the opinions
hereinafter expressed. In our examination of such documents, we have assumed,
without investigation, the genuineness of all signatures, the enforceability of
the documents against each party thereto (other than the Issuers and the
Guarantors), the legal capacity of all individuals who executed any of the
documents, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies. In expressing the
opinions set forth below, we have relied as to factual matters on the
representations, warranties and covenants of the Issuers and the Guarantors made
in the Indenture and the Registration Rights Agreement
Our opinions expressed below are limited to matters governed by
(i) federal statutes and regulations (including federal securities laws), except
to the extent expressly excluded below, (ii) the laws of the States of New
York, North Carolina, South Carolina and Georgia, (iii) the General Corporation
Law and Limited Liability Company Act of the State of Delaware and (iv) the
Business Corporation Act of New Mexico. Without limiting the generality of the
foregoing, we express no opinion herein concerning the Communications Act of
1934, as amended, or the rules and regulations thereunder or the
interpretations thereof promulgated by the Federal Communications Commission
and other federal statutes and regulations regarding antitrust and unfair
competition, franchises, environment, patent, copyright, trademark and other
intellectual property, racketeering, criminal (e.g. mail fraud and wire fraud),
health and safety or labor or state securities or "Blue Sky" laws, state laws
regarding communications activities or state antitrust or unfair competition
laws and regulations.
Our opinions expressed below are subject to (i) the effects of
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general equitable principles (whether considered in a proceeding in equity or at
law), (iii) an implied covenant of good faith and fair dealing, (iv)
<PAGE> 3
Digital Television Services, Inc.
DTS Capital, Inc.
December 24, 1997
Page 3
possible unenforceability of provisions requiring indemnification for, or
providing exculpation, release or exemption from liability for, action or
inaction, to the extent such action or inaction involves negligence or willful
misconduct or to the extent otherwise contrary to public policy, (v) the effect
of course of dealing, course of performance, or the like, that would modify the
terms of an agreement or the respective rights or obligations of the parties
under an agreement, (vi) the possible unenforceability of provisions that
enumerated remedies are not exclusive or that a party has the right to pursue
multiple remedies without regard to other remedies elected or that all remedies
are cumulative, (vii) the effect of laws related to attorney fees or (viii) the
possible unenforceability of provisions purporting to waive certain rights of
guarantors. In addition, principles of public policy may preclude the
enforcement of provisions purporting to require any of the following: (i)
indemnification for liabilities under securities laws, (ii) reimbursement of
legal fees, (iii) the waiver of the right to a jury trial or (iv) that the
prosecution of any action or the arbitration of any dispute be instituted or
heard in any particular forum.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that when the Registration Statement
becomes effective and the Exchange Notes and the Guaranties have been duly
executed and authenticated in accordance with the provisions of the Indenture
and duly delivered to the purchasers thereof in exchange for the Private Notes,
the Exchange Notes will be validly issued obligations of the Issuers and the
Guaranties will be validly issued obligations of the Guarantors.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion is being rendered solely for the benefit
of the Company and the holders of the Exchange Notes in connection with the
matters addressed herein. This opinion may not be furnished to or relied upon by
any person or entity other than the Company and the holders of the Exchange
Notes for any purpose without our prior written consent.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained in the Registration Statement. In giving
this consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Nelson Mullins Riley & Scarborough, L.L.P.
