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As filed with the Securities and Exchange Commission on April 14, 2000
REGISTRATION NO. 333-
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)
2000 EMPLOYEE STOCK PURCHASE 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
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of each class of securities to be Amount to be offering price per aggregate offering registration
registered registered(1) share(2) price(2) fee
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Class A common stock, $0.001 par value 500,000 shares $44.56 $22,280,000 $5,881.92
- -----------------------------------------------------------------------------------------------------------------------
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(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 April 12, 2000 as reported by the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed with the Securities and
Exchange Commission are incorporated by reference herein and shall be deemed as
part hereof:
(a) The Registrant's annual report on Form 10-K for the year ended
December 31, 1999;
(b) The Registrant's current report on Form 8-K filed with the
Securities Exchange Commission on February 9, 2000; and
(d) The description of the Registrant's common stock contained in
the Registrant's Registration Statement on Form 8-A filed on
June 7, 1996, as amended by Forms 8-A/A filed on July 31, 1996
and July 27, 1999, including any further amendment or report
filed hereafter for the purpose of updating such description.
All documents filed after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act of 1934 and
prior to the filing of a post-effective amendment that indicates that all shares
of Class A common stock offered hereunder have been sold or that deregisters all
shares of Class A common stock remaining unsold shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law grants the Company
the power to indemnify each person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the Company, or is
or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, provided, however, no
indemnification shall be made in connection with any proceeding brought by or in
the right of the Company where the person involved is adjudged to be liable to
the Company except to the extent approved by a court.
The Company's By-Laws provide that any person who is made a party to
any action or proceeding because such person is or was a director or officer of
the Company will be indemnified and held harmless against all claims,
liabilities and expenses, including those expenses incurred in defending a claim
and amounts paid or agreed to be paid in connection with reasonable settlements
made before final adjudication with the approval of the Board of Directors, if
such person has not acted, or in the judgment or the shareholders or directors
of the Company has not acted, with willful or intentional misconduct. The
indemnification provided for in the Company's By-Laws is expressly not exclusive
of any other rights to which those seeking indemnification may be entitled as a
matter of law.
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The Company's Certificate of Incorporation provides that directors of
the Company will not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, whether or not an
individual continues to be a director at the time such liability is asserted,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation law, (iii) under
Section 174 of the Delaware General Corporation Law, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index immediately following signature pages.
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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth in this
Registration Statement;
(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 Statement; provided, however, that paragraphs (a) (1) (i) and (a)
(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 by the Registrant pursuant Section 13 or Section 15(d) of the Exchange Act
of 1934 that are incorporated by reference in this 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.
(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 of 1934 that is incorporated by reference in this
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 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 provisions referred to in Item 6
hereof, 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 of 1933 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 directors,
officer or controlling person of the Registrant in the successful defense of
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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 of 1933 and will be governed by the final
jurisdiction of such issue.
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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, thereunto duly
authorized, in the City of Baton Rouge, State of Louisiana, on this 14 day of
April, 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 14 day of April, 2000:
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Signature Capacity
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/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
- ------------------------------------ Director
Stephen P. Mumblow
/s/ SEAN E. REILLY
- ------------------------------------ Director
Sean E. Reilly
- ------------------------------------ Director
Wendell Reilly
/s/ T. EVERETT STEWART, JR.
- ------------------------------------ Director
T. Everett Stewart, Jr.
- ------------------------------------ Director
Thomas O. Hicks
- ------------------------------------ Director
R. Steven Hicks
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 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.
4.2 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.
4.3 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).
99 2000 Employee Stock Purchase Plan. Previously filed as
Appendix B to the Company's Preliminary Proxy Statement filed
on March 27, 2000 and incorporated herein by reference.
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EXHIBIT 5
[PALMER & DODGE LLP LETTERHEAD]
April 14, 2000
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 500,000 shares of Common Stock, $0.001 par value
per share (the "Shares"), of Lamar Advertising Company, a Delaware corporation
(the "Company"), issuable upon exercise of options granted or to be granted
under the Company's 2000 Employee Stock Purchase Plan (the "Plan").
It is our opinion that the Shares have been duly authorized for
issuance and, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement
and consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
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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
April 14, 2000
