<PAGE> 1
As filed with the Securities and Exchange Commission on May 25, 2000
REGISTRATION NO. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-1449411
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA 70808
(Address of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
KEVIN P. REILLY, JR.
Chairman, President and Chief Executive Officer
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
(Name, Address and Telephone Number of Agent for Service)
with copies to:
STANLEY KELLER, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(3) REGISTRATION FEE
- --------------------------------- ------------- ------------------ ------------------- ----------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$0.001 par value 1,000,000 shares $39.5625 $39,562,500 $10,445
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of Lamar Class A common stock may be issued or issuable
as a result of a stock split or other distribution declared at any time by
the Board of Directors while this registration statement is in effect, this
registration statement is hereby deemed to cover all such additional Class
A common stock.
(2) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(h) and based upon the average of the high and
low sale prices on May 24, 2000 as reported by the Nasdaq National Market.
(3) This Registration Statement registers an additional 1,000,000 shares
issuable under the registrant's 1996 Equity Incentive Plan (the "Plan").
The registrant has previously registered 4,000,000 shares issuable under
the Plan (Registration Statement Nos. 333-10337 and 333-79571).
<PAGE> 2
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENTS.
Pursuant to Instruction E to Form S-8, the registrant incorporates by reference
into this registration statement the contents of the registration statements it
filed on Form S-8 with the SEC on August 16, 1996 (File No. 333-10337) and May
28, 1999 (File No. 333-79571), as amended by Post-Effective Amendment No. 1
thereto filed with the SEC on July 19, 1999, in their entirety, except as to
items set forth below. The Form S-8 filed on August 16, 1996 relates to the
registration of 2,000,000 shares of the registrant's Class A common stock,
$0.001 par value per share authorized for issuance under the registrant's 1996
Equity Incentive Plan (the "Plan"); these 2,000,000 shares of Class A common
stock currently represent 3,000,000 shares of Class A common stock after giving
effect to a 3:2 stock split that became effective on February 27, 1998. The Form
S-8 filed on May 28, 1999 relates to the registration of 1,000,000 shares of the
registrant's Class A common stock authorized for issuance under the Plan. This
Registration Statement provides for the registration of an additional 1,000,000
shares of the registrant's Class A common stock authorized for issuance under
the Plan.
ITEM 8. EXHIBITS.
See Exhibit Index on page 5.
<PAGE> 3
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, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on this 25th day of
May, 2000.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------------
Kevin P. Reilly, Jr., Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre, and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including any post-effective amendments
thereto), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 25th day of May, 2000:
Signature Capacity
- --------- --------
/s/ Kevin P. Reilly, Jr. President, Chief Executive Officer
- ------------------------- (Principal Executive Officer) and Director
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Chief Financial Officer
- ------------------------- (Principal Financial Officer and Principal
Keith A. Istre Accounting Officer) and Director
/s/ Charles W. Lamar, III Director
- ---------------------------
Charles W. Lamar, III
/s/ Gerald H. Marchand Director
- ---------------------------
Gerald H. Marchand
/s/ Stephen P. Mumblow Director
- ---------------------------
Stephen P. Mumblow
/s/ Sean E. Reilly Director
- ---------------------------
Sean E. Reilly
/s/ Wendell Reilly Director
- ---------------------------
Wendell Reilly
/s/ T. Everett Stewart, Jr. Director
- ---------------------------
T. Everett Stewart, Jr.
Director
- ---------------------------
Thomas O. Hicks
Director
- -------------------------
R. Steven Hicks
<PAGE> 4
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
3.1 Certificate of Incorporation of Lamar New Holding Co. Previously
filed as exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999 (File No. 0-20833) filed
on August 16, 1999 and incorporated herein by reference.
3.2 Certificate of Amendment of Certificate of Incorporation of Lamar
New Holding Co. (whereby the name of Lamar New Holding Co. was
changed to Lamar Advertising Company). Previously filed as exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the period
ended June 30, 1999 (File No. 0-20833) filed on August 16, 1999
and incorporated herein by reference.
3.3 Bylaws of the Company. Previously filed as exhibit 3.3 to the
Company's Quarterly Report on Form 10-Q for the period ended June
30, 1999 (File No. 0-20833) filed on August 16, 1999 and
incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder. Filed herewith.
23.1 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
23.2 Consent of KPMG LLP, independent accountants. Filed herewith.
24 Power of Attorney (included in the signature page hereto).
<PAGE> 1
EXHIBIT 5
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
May 25, 2000
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 1,000,000 shares (the "Shares") of the
Company's Class A Common Stock, $0.001 par value, offered pursuant to the
provisions of the Company's 1996 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lamar Advertising Company:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Lamar Advertising Company of our reports dated March 17, 2000, relating
to (a) the consolidated balance sheets of Lamar Advertising Company and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, comprehensive income, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1999 and
related schedules, and (b) the consolidated balance sheets of Lamar Media Corp.
and subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, comprehensive income, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1999 and
related schedules, which reports appear in the December 31, 1999 annual report
on Form 10-K of Lamar Advertising Company.
Our reports refer to a change in the method of accounting for costs of start-up
activities.
/s/ KPMG LLP
New Orleans, Louisiana
May 24, 2000
