<PAGE>
As filed with the Securities and Registration No.__________
Exchange Commission on January 31, 2000
FORM S-8
Registration Statement under the Securites Act of 1933
DOBSON COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
OKLAHOMA 73-1513309
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13439 North Broadway Extension
Suite 200
Oklahoma City, Oklahoma 73114
(Address of Principal Executive Office)
DOBSON COMMUNICATIONS CORPORATION
1996 STOCK OPTION PLAN
(Full title of the plan)
Bruce R. Knooihuizen
Executive Vice President
and Chief Financial Officer
Dobson Communications Corporation
13439 North Broadway Extension
Suite 200
Oklahoma City, Oklahoma 73114
(405) 529-8500
(Name, address and telephone number of agent for service)
------------------------------
Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Proposed Proposed maximum
Title of securities Amount to be maximum offering aggregate Amount of
to be registered registered price per share(1) offering price(1) registration fee(1)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Common Stock(2).. 32,904.88 $152.67 $5,023,588.02 $1,326.23
shares(3)
- -------------------------------------------------------------------------------------------------
Class C Common Stock..... 4,226.00 $414.55 $1,751,888.30 $ 462.50
shares
------------- ---------
$6,775,476.32 $1,788.73
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(h), based upon the
aggregate average price at which the options may be exercised.
(2) Class B common stock will become Class D common stock under the
registrant's recapitalization plan to be completed after this filing,
but prior to the completion of the registrant's initial public offering.
(3) The registrant's 1996 Stock Option Plan permits the issuance of 33,000
Class B shares; however, the registrant does not intend to grant any
further Class B options pursuant to the 1996 plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.(1)
Item 2. Registrant Information and Employee Plan Annual Information.(1)
_____________
(1) Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with the Note to Part I of Form S-8 and has been or will be sent or
given to participants in the Plans as specified in Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998.
(b) The registrant's Quarterly Reports on Form 10-Q for the
periods ended March 31, 1999, June 30, 1999 and September 30, 1999.
(c) The registrant's current reports on Form 8-K filed January 27,
2000, January 14, 2000, December 14, 1999, November 9, 1999, October 22,
1999, August 3, 1999, July 12, 1999, May 27, 1999, May 7, 1999, April 28,
1999, January 19, 1999 and January 7, 1999.
In addition, all documents filed by the registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December 31, 1998 shall be
deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
Item 4. Description of Securities.
The description of the registrant's Class B common stock and
Class C common stock contained in its Registration Statement on Form S-4, as
amended, filed with the Securities and Exchange Commission on June 17, 1999
(File No. 333-80961) is hereby incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
-2-
<PAGE>
Item 6. Indemnification of Directors and Officers.
As permitted by the Oklahoma General Corporation Act under which
the registrant is incorporated, the registrant's Amended and Restated
Certificate of Incorporation provides for indemnification of each of the
registrant's officers and directors against (a) expenses, including
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding
brought by reason of his being or having been a director, officer, employee
or agent of the registrant, or of any other corporation, partnership, joint
venture, or other enterprise at the request of the registrant, other than an
action by or in the right of the registrant, provided that he acted in good
faith and in a manner he reasonably believed to be in the best interest of
the registrant, and with respect to any criminal action, he had no reasonable
cause to believe that his conduct was unlawful and (b) expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the defense or settlement of any action or suit by or in the right of the
registrant brought by reason of his being or having been a director, officer,
employee or agent of the registrant, or any other corporation, partnership,
joint venture, or other enterprise at the request of the registrant, provided
that he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interest of the registrant; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged liable to the registrant, unless
and only to the extent that the court in which such action or suit was
decided has determined that the person is fairly and reasonably entitled to
indemnification for such expenses which the court shall deem proper. The
registrant's bylaws provide for similar indemnification. These provisions may
be sufficiently broad to indemnify such persons for liabilities arising under
the Securities Act of 1933, as amended.
The registrant has entered into indemnity agreements with each of its
directors and executive officers. Under each indemnity agreement, the
registrant will pay on behalf of the directors and executive officers and
their executors, administrators and heirs, any amount which they are or
become legally obligated to pay because of:
- any claim threatened or made against them by any person because of any
act, omission, neglect or breach of duty, including any actual or alleged
error, misstatement or misleading statement, which they commit or suffer
while acting in their capacity as the registrant's director or officer,
or the director or officer of its affiliates; or
-3-
<PAGE>
- being a party, or being threatened to be made a party, to any
threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that they are or were the registrant's, or are or were its affiliate's,
director, officer, employee or agent, or are or were serving at the
registrant's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
The registrant's indemnity obligations may include payments for
damages, charges, judgments, fines, penalties, settlements and court costs,
costs of investigation and costs of defense of legal, equitable or criminal
actions, claims or proceedings and appeals therefrom, and costs of
attachment, supersedeas, bail, surety or other bonds.
The registrant's directors and officers are also insured against
claims arising out of the performance of their duties in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the registrant's
Annual Report on Form 10-K for the year ended December 31,
1998, filed with the Commission on March 25, 1999).
4.2 Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to registrant's Form 8-K filed with the
Commission on January 7, 1999).
5.1 Opinion of McAfee & Taft A Professional Corporation.
23.1 Consent of McAfee & Taft A Professional Corporation (contained
in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
Item 9. Undertakings.
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;
-4-
<PAGE>
(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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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.
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.
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 expressed in the Act and is, therefor, 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.
-5-
<PAGE>
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 duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Oklahoma City, State of Oklahoma, on the 29th day
of January, 2000.
DOBSON COMMUNICATIONS CORPORATION
By: /s/ Ronald L. Ripley
-----------------------------------------
Ronald L. Ripley
Vice President
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 the 29th day of January, 2000.
NAME TITLE
---- -----
/s/ EVERETT R. DOBSON
- -------------------------------- Chairman of the Board, Chief Executive Officer
Everett R. Dobson and Director (Principal Executive Officer)
/s/ STEPHEN T. DOBSON
- -------------------------------- Secretary and Director
Stephen T. Dobson
/s/ BRUCE R. KNOOIHUIZEN
- -------------------------------- Executive Vice President and Chief Financial
Bruce R. Knooihuizen Officer (Principal Financial Officer)
/s/ TRENT LEFORCE
- -------------------------------- Corporate Controller (Principal Accounting
Trent LeForce Officer)
- -------------------------------- Director
Russell L. Dobson
/s/ JUSTIN L. JASCHKE
- -------------------------------- Director
Justin L. Jaschke
/s/ ALBERT H. PHARIS, JR.
- -------------------------------- Director
Albert H. Pharis, Jr.
- -------------------------------- Director
Dana L. Schmaltz
II-1
<PAGE>
INDEX TO EXHIBITS
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit 3.1 to the registrant's
Annual Report on Form 10-K for the year ended December 31,
1998, filed with the Commission on March 25, 1999).
4.2 Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.2 to registrant's Form 8-K filed with the
Commission on January 7, 1999).
5.1 Opinion of McAfee & Taft A Professional Corporation.
23.1 Consent of McAfee & Taft A Professional Corporation (contained
in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Ernst & Young LLP.
<PAGE>
EXHIBIT 5.1
LAW OFFICES
MCAFEE & TAFT
A PROFESSIONAL CORPORATION
TENTH FLOOR, TWO LEADERSHIP SQUARE
211 NORTH ROBINSON
OKLAHOMA CITY, OKLAHOMA 73102-7101
(405) 235-9621
FAX (405) 235-0439
January 30, 2000
Dobson Communications Corporation
13439 North Broadway Extension, Suite 200
Oklahoma City, Oklahoma 73114
Re: Shares of Class B and C Common Stock, Par Value
$.001, to be issued pursuant to Dobson
Communications Corporation 1996 Stock Option
Plan
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission in connection with the Dobson
Communications Corporation 1996 Stock Option Plan (the "Plan"), which
Registration Statement covers the offer and sale of 32,904.88 shares of Class
B common stock, par value $.001 per share, and 4,226 shares of Class C common
stock, par value $.001 per share, of Dobson Communications Corporation (the
"Company"). We have also examined your minute books and other corporate
records, and have made such other investigation as we have deemed necessary
in order to render the opinions expressed herein.
Based on the foregoing, we are of the opinion that:
1. The Company is duly organized and validly existing under the laws of
the State of Oklahoma.
2. The Class B and Class C common stock to be purchased pursuant to the
exercise of options granted under the Plan, when issued in accordance with
the Plan, will be legally issued, fully paid and nonassessable in accordance
with the Oklahoma General Corporation Law.
Consent is hereby given for the inclusion of this opinion as part of the
referenced Registration Statement.
Very truly yours,
/s/ McAfee & Taft A Professional Corporation
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 18,1999
included in Dobson Communications Corporation's Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statment.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
January 26, 2000
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference by Dobson Communications
Corporation in the Registration Statement (Form S-8 No. 33-00000) pertaining
to the Dobson Communications Corporation 1996 Stock Option Plan of our report
dated February 6, 1998, with respect to the consolidated financial statements
of Sygnet Wireless, Inc. included in the Current Report on Form 8-K/A dated
January 19, 1999 of Dobson Communications Corporation for the acquisition of
the common stock of Sygnet Wireless, Inc.
/s/ ERNST & YOUNG LLP
Cleveland, Ohio
January 26, 2000
