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As filed with the Securities and Exchange Commission on July 5, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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BEASLEY BROADCAST GROUP, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 65-0960915
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
3033 RIVIERA DRIVE, SUITE 200 34103
NAPLES, FL (Zip Code)
(Address of Principal Executive Offices)
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THE 2000 EQUITY PLAN OF BEASLEY BROADCAST GROUP, INC.
(Full Title of the Plan)
GEORGE C. BEASLEY
CHIEF EXECUTIVE OFFICER
BEASLEY BROADCAST GROUP, INC.
3033 RIVIERA DRIVE, SUITE 200
NAPLES, FL 34103
(Name and address of agent for service)
(941) 263-5000
(Telephone number, including area code, of agent for service)
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Copy to:
JOHN D. WATSON, JR., ESQ.
LATHAM & WATKINS
1001 PENNSYLVANIA AVENUE, N.W. SUITE 1300
WASHINGTON, D.C. 20004-2505
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share Price Fee
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<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.001 per share 2,500,000 $ 15.50(1) $ 38,750,000 $ 10,230
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Class A Common Stock, par value
$0.001 per share 25,000 $ 10.375(2) $ 259,375 $ 68
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Class A Common Stock, par value
$0.001 per share 475,000 $ 13.781(3) $ 6,545,975 $ 1,728
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Total fee $ 12,026
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(1) Calculated pursuant to Rule 457(h) of the Securities Act of 1933. The
Equity Plan authorizes the issuance of options to purchase a maximum of
3,000,000 shares of Class A Common Stock. Of such shares, 2,500,000
shares are subject to outstanding options at an exercise price of
$15.50.
(2) Calculated pursuant to Rule 457(h) of the Securities Act of 1933. These
shares are subject to outstanding options at an exercise price of
$10.375.
(3) Calculated pursuant to Rule 457(c) and (h) of the Securities Act of
1933. Options to purchase 475,000 shares of Class A common stock have
not been granted. The registration fee is based on the average of the
high and low prices for the Class A common stock as quoted on the
Nasdaq Stock Market National Market a day within five business days
prior to the date of filing.
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PART I
ITEM 1. PLAN INFORMATION.
Not required to be filed with this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Beasley Broadcasting Group,
Inc., (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated as of their respective dates in this Registration
Statement on Form S-8 (the "Registration Statement") by reference.
1. The Company's annual report on Form 10-K filed with the Commission
on March 27, 2000 (File No. 0-29253).
2. The Company's prospectus filed with the Commission pursuant to
Rule 424(b) on February 14, 2000.
3. The Company's quarterly report on Form 10-Q for the three month
period ended March 31, 2000, filed with the Commission on May 5,
2000 (File No. 0-29253).
4. The Company's current report on Form 8-K filed on June 14, 2000.
5. Description of the Company's Class A Common Stock incorporated by
reference to the Company's Registration Statement on Form 8-A
filed with the Commission on January 31, 2000.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold are deemed incorporated by reference in
this Registration Statement and are 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 or is
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.
The validity of the shares of Common Stock registered hereunder will
be passed upon for the Company by Latham & Watkins, Washington, D.C. Partners of
Latham & Watkins own shares of the Class A common stock representing less than
1% of the total number of shares of Class A common stock outstanding.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") permits a Delaware corporation to indemnify any 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 (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
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 such person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceedings, had no
reasonable cause to believe such person's conduct was unlawful.
In the case of an action by or in the right of the corporation, Section
145 permits the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if he or she acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interest of the corporation. No indemnification may be made in respect of
any claim, issue, or matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
To the extent that a present or former director or officer of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in the preceding two paragraphs, Section
145 requires that such person be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 145 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 ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in Section 145.
An officer or director shall not be entitled to indemnification by the
Company if (i) the officer or director did not act in good faith and in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, or (ii) with respect to any criminal action or proceeding, the officer
or director had reasonable cause to believe his or her conduct was unlawful.
The Company's Amended Certificate of Incorporation (the "Certificate")
provides that a director of the Company will not be personally liable to the
Company or its stockholders for monetary damages for any breach of his or her
fiduciary duty as a director, except in certain cases where liability is
mandated by the DGCL. The provision has no effect on any non-monetary remedies
that may be available to the Company or its stockholders, nor does it relieve
the Company or its officers or directors from compliance with federal or state
securities laws.
The Certificate also generally provides that the Company shall
indemnify, to the fullest extent permitted by law, any person who was or is a
party or is threatened to be made a party or is otherwise involved to any
threatened, pending or completed action, suit investigation, administrative
hearing or any other proceeding (each, a "Proceeding") by reason of the fact
that he or she is or was a director or officer of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another entity, including service with respect to an employee benefit plan,
against all expense, liability and loss reasonably incurred and suffered
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by him in connection with such Proceeding. An advance of expenses incurred by
such indemnified person in his or her capacity as a director or officer only, if
and to the extent that the Board of Directors of the Company requires, shall be
made only upon delivery to the Company of an undertaking by or on behalf of such
person, to repay all amounts so advanced if it shall ultimately be determined by
final adjudication that such person is not entitled to be indemnified for such
expenses under the Certificate.
The Underwriting Agreement filed as Exhibit 1.1 to the Company's
Registration Statement on Form S-1 provides for indemnification of the Company
and its directors, certain officers and controlling persons by the Underwriters
for certain civil liabilities arising under the Securities Act or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
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Exhibit No. Description of Exhibit
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4.1 Form of Certificate for Class A Common Stock par value $.001
(incorporated by reference from Exhibit 4.1 to the Company's
Registration Statement on Form S-1 (File No. 333-91683))
4.2 Form of Amended Certificate of Incorporation of the
Registrant (incorporated by reference from Exhibit 3.1 to
the Company's Registration Statement on Form S-1 (File No.
333-91683))
4.3 The 2000 Equity Plan of Beasley Broadcast Group, Inc.
(incorporated by reference to Exhibit 10.13 to the Company's
Registration Statement on Form S-1 (File No. 333-91683))
*5.1 Opinion of Latham & Watkins with respect to the validity of
shares being offered
*23.1 Consent of KPMG LLP regarding Beasley Broadcast Group, Inc.
financial statements
*23.2 Consent of Latham & Watkins (included in Exhibit 5.1)
*24.1 Power of Attorney (included on signature page)
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
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.
The undersigned registrant hereby undertakes:
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(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;
(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 information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities and 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 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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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 Naples, Florida on June 30, 2000.
BEASLEY BROADCASTING GROUP, INC.
By: /s/ George G. Beasley
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Name: George G. Beasley
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Title: Chairman of the Board, Chief Executive Officer
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POWERS OF ATTORNEY
Each person whose signature appears below constitutes and appoints
George G. Beasley and B. Caroline Beasley, and each of them, as is true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for such person and in his or her name, place and stead, in any
and all capacities, to sign any or all further amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or any of them, or his or her or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed on June 30, 2000 below by the
following persons in the capacities indicated.
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Signatures Title
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/s/ George G. Beasley Chairman of the Board, Chief Executive Officer
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George G. Beasley
/s/ Bruce G. Beasley President, Chief Operating Officer, Director
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Bruce G. Beasley
/s/ Caroline Beasley Vice President, Chief Financial Officer, Secretary,
--------------------------------------- Treasurer, Director
Caroline Beasley
/s/ Brian E. Beasley Vice President of Operations, Director
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Brian E. Beasley
/s/ Joe B. Cox Director
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Joe B. Cox
/s/ Herb McCord Director
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Herb McCord
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