<PAGE>
As filed with the Securities and Exchange Commission on December 23, 1998
Registration No. 333-67617
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO FORM S-4 REGISTRATION STATEMENT
Under the Securities Act of 1933
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DAVEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 59-3538257
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1429 Massaro Blvd.
Tampa, FL 33619
(Address of Principal Executive Offices) (Zip Code)
DAVEL COMMUNICATIONS, INC. DIRECTORS' STOCK OPTION PLAN
DAVEL COMMUNICATIONS, INC. STOCK OPTION PLAN
DAVEL COMMUNICATIONS, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN
DAVEL COMMUNICATIONS, INC. 1987 NON-QUALIFIED STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
DAVEL COMMUNICATIONS, INC. 1993 NON-EMPLOYEE DIRECTOR
STOCK OPTION PLAN
DAVEL COMMUNICATIONS, INC. 1997 INCENTIVE PLAN
(Full Title of the plans)
Robert D. Hill Copy to:
President and Chief Executive Officer --------
Davel Communications, Inc.
1429 Massaro Blvd. Theodore C. Rammelkamp, Jr.
Tampa, FL 33619 General Counsel
(Name and address of agent for service) Davel Communications, Inc.
(813) 623-3545 1429 Massaro Blvd.
(Telephone number, including area Tampa, FL 33619
code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share(1) price fee(2)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.01 per share 1,142,025 shares $19.125 $21,841,228 $6,072
- ------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Estimated pursuant to Rule 457(h) solely for purposes of calculating
amount of registration fee, based upon the average of the high and low
prices of the Registrant's predecessor's Common Stock as reported on the
Nasdaq National Market on December 18, 1998.
/(2)/ This Post-Effective Amendment No. 1 on Form S-8 to the Form S-4
Registration Statement of Davel Communications, Inc., formerly known as
Davel Holdings, Inc. (the "Registrant"), relates to options exercisable
for 1,574,227 shares of Common Stock, par value $.01 per share ("Common
Stock"), of the Registrant, which are issuable to holders of options to
purchase either (a) common stock, no par value per share, of Davel
Communications Group, Inc., the Registrant's predecessor (the "Davel
Options"), or (b) common stock, par value $.01 per share, of Peoples
Telephone Company, Inc. (the "Peoples Options"). The Davel Options were
converted into options to purchase Common Stock upon the effective time
of the merger of Davel with and into an indirect, wholly owned subsidiary
of the Registrant on December 22, 1998 and the Peoples Options were
converted into options to purchase Common Stock upon the effective time
of the merger of Peoples with and into an indirect, wholly owned
subsidiary of the Registrant on December 23, 1998. 432,202 shares of
Common Stock issuable upon exercise of the Davel Options and the Peoples
Options were originally registered on the Registrant's Registration
Statement on Form S-4 to which this Amendment relates and a registration
fee in respect of such shares was paid at the time of the filing of that
S-4 Registration Statement. Accordingly, a registration fee is being paid
herewith only with respect to the balance of 1,142,025 shares of Common
Stock.
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<PAGE>
INTRODUCTORY STATEMENT
PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. Plan Information.
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended, and the introductory Note to
Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in the Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about (i) the Davel Communications, Inc. Directors' Stock
Option Plan; (ii) the Davel Communications, Inc. Stock Option Plan; (iii) the
Davel Communications, Inc.1987 Non-Qualified Stock Option Plan; (iv) the Davel
Communications, Inc. 1987 Non-Qualified Stock Option Plan for Non-Employee
Directors; (v) the Davel Communications, Inc. 1993 Non-Employee Directors' Stock
Option Plan; and (vi) the Davel Communications, Inc. 1997 Incentive Plan
(collectively, the "Plans") are available without charge by contacting:
Theodore C. Rammelkamp, Jr.
General Counsel
Davel Communications, Inc.
1429 Massaro Boulevard
Tampa, FL 33619
(813) 623-3545
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following document, which has been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), is incorporated in this
Registration Statement by reference:
(a) The description of the Registrant's common stock, par value $.01
per share (the "Common Stock"), as included under the caption "Description
of New Davel Capital Stock" in the Prospectus forming a part of the
Registrant's Registration Statement on Form S-4, filed with the Commission
on November 20, 1998 (Registration No. 333-67617), including exhibits, and
as may subsequently amended from time to time, which description has been
incorporated by reference in Item 1 of the Registrant's Amendment No. 1 to
Registration Statement on Form 8-A/A, filed pursuant to Section 12 of the
Securities Exchange Act of 1934 (the "Exchange Act") on December 22, 1998.
The following documents, which have been filed by Davel Communications
Group, Inc., the Registrant's predecessor, with the Commission, are incorporated
in this Registration Statement by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1997.
(b) Annual Reports on Form 10-K/A for the year ended December 31,
1997 (filed on April 30, 1998, November 9, 1998 and November 18,
1998).
(c) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1998.
(d) Quarterly Reports on Form 10-Q/A for the quarters ended March 31
(filed on November 9, 1998), June 30 (filed on November 9, 1998
and November 18, 1998) and September 30, 1998 (filed on November
18, 1998).
(e) Current Reports on Form 8-K filed on January 30, February 18,
April 20, April 21, April 30, June 23 and July 22, 1998.
The following documents, which have been filed by Peoples Telephone
Company, Inc. with the Commission, are incorporated in this Registration
Statement by reference:
(a) Annual Report on Form 10-K for the year ended December 31, 1997.
(b) Annual Report on Form 10-K/A for the year ended December 31, 1997
(filed on November 9, 1998).
(c) Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30 and September 30, 1998.
(d) Quarterly Reports on Form 10-Q/A for the quarters ended March 31
(filed on November 9, 1998) and June 30, 1998 (filed on November
9, 1998).
(e) Current Report on Form 8-K filed on July 15, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities. Not Applicable.
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<PAGE>
Item 5. Interests of Named Experts and Counsel. Not Applicable.
Item 6. Indemnification of Directors and Officers.
The By-Laws of the Registrant provide that the Registrant shall indemnify
and hold harmless, to the full extent authorized or permitted by the Delaware
General Corporation Law, any person who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that the
person, or a person for whom he or she is the legal representative, is or was a
director, officer, employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee, fiduciary or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise.
Section 145(c) of the Delaware General Corporation Law provides for
"mandatory indemnification" to the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in the
defense of any proceeding, or in defense of any claim, issue or matter therein,
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection with such proceeding. Section 145(e) of the Delaware General
Corporation Law provides that expenses (including attorneys' fees) incurred by
an officer or director in defending any civil, criminal, administrative, or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall be ultimately determined that he or she is not entitled to be
indemnified by the corporation as authorized in such section.
The Registrant's By-Laws provide that with respect to proceedings seeking
to enforce rights to indemnification, the Registrant shall indemnify a person in
connection with a proceeding initiated by such person generally only if such
proceeding was authorized by the Registrant's Board of Directors.
Pursuant to the Delaware General Corporation Law, the Registrant may
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
or on such person's behalf in any such capacity, or arising out of such person's
status as such, whether or not the Registrant would have the power to indemnify
such person against such liability under the By-Laws.
Item 7. Exemption from Registration Claimed. Not applicable.
Item 8. Exhibits. An Exhibit Index is located at page 7.
<TABLE>
<CAPTION>
Number Description
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<S> <C>
3.1 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-4 filed on November 20, 1998
(Registration File No. 333-67617)
3.2 Restated Bylaws of the Registrant, incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form
S-4 filed on November 20, 1998 (Registration File No. 333-67617)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kerber, Eck & Braekel LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on page 6 of this Registration
Statement)
</TABLE>
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 (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or 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 this Registration Statement or any material
change to such information in this Registration
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<PAGE>
Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and 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 Exchange Act that are incorporated by reference in the
Registration Statement; (2) that, for the purpose of determining any
liability under the Securities Act, 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; and (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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
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 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
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, 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 Securities Act and will be governed by
the final adjudication of such issue.
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<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois, on December 22, 1998.
DAVEL COMMUNICATIONS, INC.
By /s/ Michael E. Hayes
------------------------------
Michael E. Hayes
Senior Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Theodore C. Rammelkamp, Jr. and Michael
E. Hayes, signing singly, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney have been signed by the following
persons in the capacities indicated on December 22, 1998.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ David R. Hill Chairman and Director
- ------------------------------
David R. Hill
/s/ Robert D. Hill President, Chief Executive Officer and
- ------------------------------ Director (principal executive officer)
Robert D. Hill
/s/ Michael E. Hayes Senior Vice President, Chief Financial
- ------------------------------ Officer and Director (principal
Michael E. Hayes financial and accounting officer)
/s/ F. Philip Handy Director
- ------------------------------
F. Philip Handy
/s/ A. Jones Yorke Director
- ------------------------------
A. Jones Yorke
/s/ Thomas M. Vitale Director
- ------------------------------
Thomas M. Vitale
Director
- ------------------------------
Samuel Zell
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<C> <S>
3.1 Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-4 filed on November 20, 1998
(Registration File No. 333-67617)
3.2 Bylaws of the Registrant, incorporated by reference to Exhibit 3.2
of the Registrant's Registration Statement on Form S-4 filed on
November 20, 1998 (Registration File No. 67617)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Kerber, Eck & Braekel LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Ernst & Young LLP
24.1 Powers of Attorney (included on page 6 of this Registration
Statement)
</TABLE>
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<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent pubic accountants, we hereby consent to the incorporation by
reference in the Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement on Form S-4 (No. 333-67617) of Davel Communications, Inc., of our
report dated March 6, 1998 included in Davel Communications Group, Inc.'s Form
10-K for the year ended December 31, 1997.
/s/ ARTHUR ANDERSEN LLP
St. Louis, Missouri
December 21, 1998
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement on Form S-4 (No. 333-67617) of Davel Communications, Inc., of our
report dated March 14, 1997, included in Davel Communications Group, Inc.'s Form
10-K for the year ended December 31, 1997.
/s/ KERBER, ECK & BRAECKEL LLP
Springfield, Illinois
December 22, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement on Form S-4 (No. 333-67617) of Davel
Communications, Inc. to the use of our report dated January 27, 1998, except for
the second and third paragraphs of Note 20, as to which the date is October 27,
1998, and the fourth paragraph of Note 1, as to which the date is November 6,
1998, with respect to the consolidated financial statements of Peoples
Telephone Company, Inc. included in Peoples Telephone Company, Inc.'s Annual
Report (Form 10-K/A) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Miami, Florida
December 21, 1998
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated September 19, 1997, with respect
to the consolidated financial statements of Communications Central Inc. included
in the Joint Proxy Statement/Prospectus of Davel Communications Group, Inc. and
Peoples Telephone Company, Inc. that is made a part of the Registration
Statement (Form S-4) of Davel Holdings, Inc. for the registration of shares of
Davel Holdings, Inc.'s common stock as amended by Post-effective Amendment No. 1
to Form S-4 Registration Statement.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
December 22, 1998
