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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------------
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 52-2126573
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
510 L. STREET, SUITE 500
ANCHORAGE, ALASKA 99501
(907) 297-3000
(Address of Principal Executive Offices)
--------------------------------------
ALEC HOLDINGS, INC. 1999 STOCK INCENTIVE PLAN
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 1999 STOCK INCENTIVE PLAN
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK
COMPENSATION PLAN
(Full Title of the Plans)
--------------------------------------
MICHAEL E. HOLMSTROM
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
510 L. STREET, SUITE 500
ANCHORAGE, ALASKA 99501
(907) 297-3000
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Fee(3)
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share 2,863,989 $13.50 $38,663,852 $5,042
3,157,500 $6.1542 19,431,887
========== ===========
6,021,489 $58,095,739
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also relates to an indeterminate number of
additional shares of common stock that may be issued pursuant to
anti-dilution and adjustment provisions of the above-named plans.
(2) Estimated solely for purposes of calculating the registration fee, in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
Such estimate is based upon: (i) in the case of shares of common stock
which may be purchased upon exercise of outstanding options, the price at
which the options may be exercised; and (ii) in the case of shares of
common stock for which options have not yet been granted and the option
price of which is therefore unknown, the average of the high and low
sales prices of the common stock of the registrant as posted on the
Nasdaq National Market on December 1, 1999, a date within 5 business
days prior to the filing of this registration statement.
(3) Represents the product of the Proposed Maximum Aggregate Offering Price
and 0.000264, after deducting from such Proposed Maximum Aggregate
Offering Price $39,000,000 of securities registered but not sold by the
registrant in connection with the filing of Registration Statement on
Form S-1 No. 333-88753.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* As permitted by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement omits the
information specified in Part I of Form S-8. The documents containing the
information specified in Part I will be delivered to the participants in the
plans covered by this registration statement (the "Plans") as required by
Rule 428(b). Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") as part of this registration statement
or as prospectus or prospectuses supplements pursuant to Rule 424 under the
Securities Act. Such documents and the documents incorporated by reference
into this registration statement pursuant to Item 3 of Part II of this
registration statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Registrant are incorporated by reference in this registration statement.
1. The Registrant's Prospectus that was a part of the Registrant's
Registration Statement on Form S-1 (File No. 333-88753) filed on
October 8, 1999, as amended through November 17, 1999, including the Prospectus
filed pursuant to Rule 424(b) under the Securities Act;
2. The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
November 17, 1999 pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"); and
3. The Registrant's quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 filed with the Commission on November 15, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of common stock offered
have been sold, or which deregisters all shares of common stock then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of 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 incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation ("DGCL") provides that
a corporation has the power to indemnify its officers, directors, employees and
agents (or persons serving in such positions in another entity at the request of
the corporation) against expenses, including attorney's fees, judgments, fines
or settlement amounts actually and reasonably incurred by them in connection
with the defense of any action by reason of being or having been directors or
3
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officers, if such person shall have acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation (and, with respect to any criminal action, had no reasonable cause
to believe the person's conduct was unlawful), except that if such action shall
be by or in the right of the corporation, no such indemnification shall be
provided as to any claim, issue or matter as to which such person shall have
been judged to have been liable to the corporation unless and to the extent that
the Court of Chancery of the State of Delaware, or another court in which the
suit was brought, shall determine upon application that, in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity. The Registrant's Amended and Restated Certificate of Incorporation
provides that the Registrant will indemnify its officers and directors to the
fullest extent permitted by Delaware law.
As permitted by Section 102 of the DGCL, the Registrant's Amended and
Restated Certificate of Incorporation provides that no director shall be liable
to the Registrant or its stockholders for monetary damages for any breach of
fiduciary duty as a director other than (i) for breaches of the director's duty
of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for the unlawful payment of dividends or unlawful stock purchases or
redemptions under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit.
The Registrant maintains directors and officers liability insurance for
the benefit of its directors and certain of its officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8.
Exhibit
No. DESCRIPTION
4.1 ALEC Holdings, Inc. 1999 Stock Incentive Plan. (1)
4.2 Alaska Communications Systems Group, Inc. 1999 Stock Incentive Plan.
(1)
4.3 Alaska Communications Systems Group, Inc. 1999 Employee Stock Purchase
Plan. (1)
4
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4.4 Alaska Communications Systems Group, Inc. 1999 Non-Employee Director
Stock Compensation Plan. (1)
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of common
stock, par value $.01, issuable under the plans (including consent).
23.1 Consent of Deloitte & Touche LLP relating to the audited financial
statements of Alaska Communications Systems Group, Inc. as of March 31,
1999.
23.2 Consent of Deloitte & Touche LLP relating to the audited balance
sheet and statement of cash flows of Alaska Communications Systems
Holdings, Inc. and subsidiaries as of December 31, 1998 and for the
period from July 16, 1998 (date of inception) through December 31,
1998 (included in Exhibit No. 23.1).
23.3 Consent of KPMG LLP relating to the audited combined financial
statements of CenturyTel's Alaska Properties as of December 31, 1998
and for the year then ended.
23.4 Consent of Deloitte & Touche LLP relating to the audited combined
financial statements of Telephone Fund of Fairbanks Municipal Utilities
Services as of October 6, 1997 and for the year ended December 31, 1996
and the period ended October 6, 1997 (included in Exhibit No. 23.1).
23.5 Consent of KPMG LLP relating to the audited financial statements of
Municipality of Anchorage Telephone Utility Fund as of December 31,
1997 and 1998 and for each of the years in the three-year period ended
December 31, 1998.
23.6 Consent of Deloitte & Touche LLP relating to the audited combined
financial statements of CenturyTel Alaska Properties as of December 31,
1997 and for the year ended December 31, 1996, the eleven months ended
November 30, 1997 and the one month ended December 31, 1997 (included
in Exhibit No. 23.1).
23.7 Consent of Wachtell, Lipton, Rosen & Katz (included in their opinion
filed as Exhibit 5.1).
24.1 Powers of Attorney (included in the signature page of this registration
statement).
- -------------------
(1) Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-88753).
ITEM 9. REQUIRED UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective
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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 and 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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 (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 Securities and
Exchange 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; 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 of 1933, 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 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 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.
6
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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 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,
hereunto duly authorized, in The City of New York, State of New York, on this
3rd day of December 1999.
ALASKA COMMUNICATIONS SYSTEMS
GROUP, INC.
By: /s/ Michael E. Holmstrom
------------------------------------
Name: Michael E. Holmstrom
Title: Senior Vice President and
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, Charles E. Robinson, Wesley E.
Carlson, Michael E. Holmstrom and Kevin P. Hemenway and each of them severally
as his true and lawful attorney-in-fact with full power of substitution and
resubstitution to sign in his name, place and stead, in any and all capacities
to do any and all things and execute any and all instruments that such attorney
may deem necessary or advisable under the Securities Act of 1933, and any rules,
regulations and requirements of the Securities and Exchange Commission,
including specifically, but without limiting the generality of the foregoing,
the power and authority to sign his name in his respective capacity as a member
of the Board of Directors or officer of the Registrant, this Registration
Statement, any and all amendments (including post-effective amendments) to this
Registration Statement and any other documents filed with the Securities and
Exchange Commission, as fully for all intents and purposes as he might or could
do in person, and hereby ratifies and confirms all said attorneys-in-fact and
agents, each acting alone, and his or substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
7
<PAGE>
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 December 3, 1999:
SIGNATURE TITLE
/s/ Charles E. Robinson Chairman of the Board and Chief
------------------------------ Executive Officer
Charles E. Robinson
/s/ Wesley E. Carson President and Chief
------------------------------ Operating Officer
Wesley E. Carson
/s/ Michael E. Holmstrom Senior Vice President and
------------------------------ Chief Financial Officer
Michael E. Holmstrom
/s/ Kevin P. Hemenway Vice President and Treasurer
------------------------------
Kevin P. Hemenway
/s/ W. Dexter Paine, III Director
------------------------------
W. Dexter Paine, III
/s/ Saul A. Fox Director
------------------------------
Saul A. Fox
/s/ Jason B. Hurwitz Director
------------------------------
Jason B. Hurwitz
/s/ Carl H. Marrs Director
------------------------------
Carl H. Marrs
8
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EXHIBIT 5.1
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN & KATZ]
December 3, 1999
Alaska Communications Systems Group, Inc.
510 L. Street, Suite 500
Anchorage, Alaska 99501
RE: Alaska Communications Systems Group, Inc.
Registration Statement on Form S-8
-----------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Alaska Communications Systems
Group, Inc., a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-8, as the same may be amended from time to
time, filed with the Securities and Exchange Commission (the "Registration
Statement") in connection with the registration of 6,021,489 shares of common
stock, par value $.01 per share (the "Shares"), of the Company under the
Securities Act of 1933, as amended, to be offered pursuant to: (i) the ALEC
Holdings, Inc. 1999 Stock Incentive Plan, (ii) the Alaska Communications Systems
Group, Inc. 1999 Stock Incentive Plan, (iii) the Alaska Communications Systems
Group, Inc. 1999 Non-Employee Director Stock Compensation Plan and (iv) the
Alaska Communications Systems Group, Inc. 1999 Employee Stock Purchase Plan
(collectively, the "Plans").
In that connection, we have reviewed and examined (i) the Registration
Statement; (ii) the Plans; (iii) the Amended and Restated Certificate of
Incorporation of the Company as currently in effect; (iv) the Amended and
Restated By-Laws of the Company as currently in effect (the "By-Laws"); (v) a
specimen certificate representing the Shares; (vi) certain resolutions of the
Board of Directors of the Company; and (vii) such other corporate records,
certificates and other documents, and such matters of law as we have considered
necessary or appropriate for purposes of rendering this opinion.
<PAGE>
With respect to factual matters, we have relied upon
representations and certificates of officers of the Company and upon
certificates and assurances from public officials. We have also assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to original documents of all documents
submitted to us as copies. We have assumed that the certificates representing
the Shares conform to the specimen thereof examined by us and have been duly
countersigned by a transfer agent and duly registered by a registrar of the
Shares.
Based on, and subject to, the foregoing and the other matters set
forth herein, we are of the following opinion:
(i) The Company is a corporation duly organized and validly existing
under the laws of the state of Delaware;
(ii) The Plans, including the proposed delivery of up to 6,021,489
Shares thereunder, have been duly authorized by appropriate corporate action of
the Company; and
(iii) The Shares, upon issuance, when delivered pursuant to the
provisions of the Plans, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York, and we have not
considered, and we express no opinion as to, the laws of any jurisdiction other
than the federal laws of the United States of America, the State of New York and
the General Corporation Law of the State of Delaware.
We consent to the inclusion of this opinion as an Exhibit to the
Registration Statement. We further consent to the reference to us in Item 5 of
Part II of the Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ WACHTELL, LIPTON, ROSEN & KATZ
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Alaska Communications Systems Group, Inc. on Form S-8 of our reports on
the following financial statements of the following companies (for the
periods indicated) appearing in Amendment No.2 to Registration Statement No.
333-88753 on Form S-1:
- - Our report dated June 28, 1999 on the balance sheet of Alaska
Communications Systems Group, Inc. as of March 31, 1999
- - Our report dated March 24, 1999 on the consolidated balance sheet of Alaska
Communications Systems Holdings, Inc. and Subsidiaries as of December 31,
1998 and the related consolidated statement of cash flows for the period
from July 16, 1998 (date of inception) through December 31, 1998
- - Our report dated March 25, 1999 on the combined financial statements of
CenturyTel Alaska Properties as of December 31, 1997 and for the year ended
December 31, 1996, the eleven months ended November 30, 1997, and one month
ended December 31, 1997
- - Our report dated March 25, 1999 on the combined financial statements of
Telephone Fund of Fairbanks Municipal Utilities Services as of October 6,
1997 and for the year ended December 31, 1996 and the period ended October 6,
1997
DELOITTE & TOUCHE LLP
Portland, Oregon
December 2, 1999
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CenturyTel, Inc.:
We consent to the use of our report dated February 26, 1999, on
CenturyTel's Alaska Properties as of and for the year ended December 31, 1998
incorporated by reference into the Registration Statement on Form S-8 of
Alaska Communications Systems Group, Inc.
KPMG LLP
Shreveport, Louisiana
December 2, 1999
<PAGE>
EXHIBIT 23.5
The Honorable Mayor and Member of the Assembly
Municipality of Anchorage Telephone Utility Fund
We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Alaska Communication Systems Group Inc. of our report dated
February 19, 1999 on the balance sheet of the Municipality of Anchorage
Telephone Utility Fund as of December 31, 1998 and 1997, and the related
statements of revenues, expenses and changes in retained earnings, and cash
flows for each of the years in the three-year period ended December 31, 1998.
Our report contains a paragraph which emphasizes that the financial
statements represent the financial position and results of operations of the
Municipality of Anchorage, Alaska, Telephone Utility Fund and not the
Municipality of Anchorage, Alaska taken as a whole.
KPMG LLP
Anchorage, Alaska
December 2, 1999
