ACKERLEY COMMUNICATIONS INC
S-8, 1994-12-28
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As Filed with the Securities and Exchange Commission on December 22, 1994


                                       Registration No. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549
                       __________________________________


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                             ______________________


                          ACKERLEY COMMUNICATIONS, INC.
               (Exact name of issuer as specified on its charter)


        Delaware                                          91-1043807
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

                          800 Fifth Avenue, Suite 3770
                           Seattle, Washington  98104
                    (Address of principal executive offices)


                           EMPLOYEES STOCK OPTION PLAN
                            (Full title of the plan)


                  Please send copies of all communications to:

DENIS M. CURLEY                         CARMEN L. SMITH, ESQ.
SENIOR VICE PRESIDENT AND               GRAHAM & DUNN
CHIEF FINANCIAL OFFICER,                33RD FLOOR
TREASURER & ASSISTANT SECRETARY         1420 FIFTH AVENUE
800 FIFTH AVENUE, SUITE 3770            SEATTLE, WASHINGTON  98101
SEATTLE, WASHINGTON  98104              (206) 624-8300
(206) 624-2888


               (Name, address including zip code, telephone number
                   including area code, of agent for service)



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                         Calculation of Registration Fee
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                                        Proposed       Proposed
Title of                                Maximum        Maximum
Securities          Amount              Offering       Aggregate   Amount of
to be               to be               Price          Offering    Registration
Registered          Registered          Per Share(1)   Price(1)    Fee

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Common Stock
$.01 par value      200,000 shares(2)   $6.31           $1,262,000 $435.17

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the amount of the
registration fee and based, pursuant to Rule 457(c) under the Securities Act of
1933, on the average of the high and low prices reported by the American Stock
Exchange for the common stock on December 19, 1994, par value $.01 ("Common
Stock"), of Ackerley Communications, Inc. (the "Company").

(2) Together with an indeterminant number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Plan as a result of any future stock split, stock dividend or similar adjustment
of the outstanding Common Stock of the Company.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------



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                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated by reference in the Registration
Statement:

     (a)  The description of the shares of the Common Stock contained in the
Registration Statement on Form S-1 dated September 29, 1989 (Registration No.
33-30541), including any amendment or report updating such description.

     (b)  All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934,
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, also shall be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing of
such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under Article SEVENTH of the Company's Third Restated Certificate of
Incorporation and Section 9.1 of the Company's Bylaws, the Company indemnifies
all directors and officers to the full extent permitted by the Delaware General
Corporation Law against any liability and the expenses incurred in defense of
liability, except to the extent such law requires the purchase and maintenance
of insurance permitted under Section 145(g) of the Delaware General Corporation
Law.  The Company will pay the expenses of any director or officer in defense of
such liability in advance of the final disposition of the matter upon receipt of
an undertaking by such director or officer to repay such amounts if it shall
ultimately be determined that he is not entitled to such indemnification.

     Except to the extent set forth above, there is no charter provision, bylaw,
contract, arrangement or statute under which any director or officer of the
Company is insured or indemnified in any manner against any liability which he
may incur in his capacity as such.



                                      - 1 -



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     The Company maintains directors' and officers' liability insurance for the
directors and principal officers of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
- ------    ------------------------------------

     Not applicable.

ITEM 8.   EXHIBITS.

EXHIBIT NUMBER                DESCRIPTION

   4.1              The Company's Employees Stock Option Plan, as amended and
                    restated as of June 8, 1988 (1)

   4.2              Amendment No. 1 dated December 17, 1993 to Employees Stock
                    Option Plan (2)

   4.3              Amendment No. 2 dated February 16, 1994 to Employees Stock
                    Option Plan (2)

   4.4              Form of Incentive Stock Option Agreement (without escrow)
                    (1)

   4.5              Form of Non-Incentive Stock Option Agreement (without
                    escrow) (1)

   4.6              Third Restated Certificate of Incorporation (3)

   4.7              Amended and Restated Bylaws (4)

   5.1              Opinion of Graham & Dunn as to legality of securities

  23.1              Consent of Graham & Dunn as to legality of securities
                    (included in Graham & Dunn opinion as part of Exhibit 5.1)

  23.2              Consent of Ernst & Young

  24.1              Power of Attorney of Michel C. Thielen dated December 12,
                    1994
____________

(1)  Incorporated by reference to Exhibits 4.2, 4.3 and 4.4, respectively, to
     the Company's Registration Statement on Form S-8, File No. 33-22545

(2)  Incorporated by reference to Exhibits 10.11 and 10.12, respectively, to the
     Company's 1993 Annual Report on Form 10-K, File No. 1-10321

(3)  Incorporated by reference to Exhibits 3.1, 10.20 and 10.25, respectively,
     to the Company's 1990 Annual Report on Form 10-K, File No. 1-10321

(4)  Incorporated by reference to Exhibit 3.3 to the Company's 1988 Annual
     Report on Form 10-K, File No. 0-16676



                                      - 2 -



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ITEM 9.   UNDERTAKINGS.

(a)  The 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 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 those
paragraphs is contained in periodic reports filed 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.

     (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 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 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c)  The Registrant hereby undertakes to deliver or cause to be delivered with
the prospectus, to each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated by reference in
the prospectus and


                                      - 3 -



<PAGE>

furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not set
forth in the prospectus, to deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.

(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 of 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.

                                   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 Seattle, State of Washington, on the 20th day of
December, 1994.

                                   ACKERLEY COMMUNICATIONS, INC.


                                   By:  /s/ Denis M. Curley
                                        --------------------------
                                        Denis M. Curley
                                        Senior Vice President and
                                        Chief Financial Officer,
                                        Treasurer and Assistant
                                        Secretary




                                      - 4 -



<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following persons in the capacities indicated,
on the 20th day of December, 1994.


          SIGNATURE                          TITLE
          ---------                          -----



/s/ Barry A. Ackerley              Chairman and Chief Executive
- ----------------------------       Officer
Barry A. Ackerley



/s/ Denis M. Curley                Senior Vice President and
- ----------------------------       Chief Financial Officer,
Denis M. Curley                    Treasurer and Assistant
                                   Secretary

/s/ Keith W. Ritzmann              Vice President and Controller
- -----------------------------      (Principal Accounting Officer)
Keith W. Ritzmann


 *  Michel C. Thielen              Director
- -----------------------------
Michel C. Thielen



By: /s/ Barry A. Ackerley
- -----------------------------
    Barry A. Ackerley *
    (Attorney-in-fact)










                                     - 5 -


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                                December 20, 1994





Ackerley Communications, Inc.
SeaFirst Fifth Avenue Plaza
800 Fifth Avenue, Suite 3770
Seattle,  WA  98104

     Re:  EMPLOYEES STOCK OPTION PLAN; LEGAL OPINION
          CONCERNING THE VALIDITY OF SECURITIES OFFERED

Ladies and Gentlemen:

     We are acting as counsel in connection with the registration under the
Securities Act of 1933, as amended ("Act"), of 200,000 shares of common stock,
$.01 par value ("Shares"), of Ackerley Communications, Inc. a Delaware
corporation ("Ackerley").  A registration statement on Form S-8 ("Registration
Statement") is being filed under the Act with respect to the offering of the
Shares.

     In connection with the offering of the Shares, we have examined:  (i) the
Employees Stock Option Plan, as amended ("Plan") which is filed as Exhibit 4.1
to the Registration Statement; (ii) the Registration Statement, including the
remainder of the exhibits; and (iii) such other documents as we have deemed
necessary to form the opinions hereinafter expressed.  As to various questions
of fact material to such opinions, where relevant facts were not independently
established, we have relied upon statements of officers of Ackerley.

     Our opinion assumes that:  (a) the Shares to be issued will be validly
authorized on the date of issuance; (b) the pertinent provisions of such "blue
sky" and securities laws as may be applicable have been complied with; and
(c) the Shares are issued in accordance with the terms of the Plan.

     Based and relying solely upon the foregoing, we advise you that, in our
opinion, the Shares, or any portion thereof, to the extent such Shares represent
original issuances by Ackerley, when issued pursuant to the Plan after the
Registration Statement has become effective under the Act will be validly
issued, fully paid, and nonassessable.


                                                                     EXHIBIT 5.1


<PAGE>

     Consent is hereby given to the filing of this opinion as an Exhibit to the
Registration Statement.  In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.

                              Very truly yours,


                              /s/ GRAHAM & DUNN






<PAGE>







               Consent of Ernst & Young LLP, Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Ackerley Communications, Inc. Employees Stock Option Plan
of our report dated March 4, 1994 with respect to the consolidated financial
statements and schedules of Ackerley Communications, Inc. included in the Annual
Report (Form 10-K) for the year ended December 31, 1993, filed with the
Securities and Exchange Commission.



Seattle, Washington                          /s/ Ernst & Young LLP
December 19, 1994                            -----------------------
                                                 Ernst & Young LLP







                                                          EXHIBIT 23.2



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                                POWER OF ATTORNEY


     The undersigned Director of Ackerley Communications, Inc. (the "Company")
hereby appoints each of Barry A. Ackerley and Denis M. Curley his true and
lawful attorney and agent, in the name and on behalf of the undersigned, to do
any and all acts and things and execute any and all instruments which the
attorney and agent may deem necessary or advisable to cause the Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
(the signing of any such instrument to be conclusive evidence that the attorney
considers such instrument necessary or desirable), hereby granting to each such
attorney power to act with or without the other and with full power of
substitution and revocation, and hereby ratifying all that any such attorney or
his substitute may do by virtue hereby.

     Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed by the following person in the capacity indicated on
this 12th day of December, 1994.



                                /s/ Michel C. Thielen
                              ------------------------------------
                              Michel C. Thielen
                              Director





                                                   EXHIBIT 24.1




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