ACKERLEY COMMUNICATIONS INC
S-8, 1996-05-15
ADVERTISING
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<PAGE>


As Filed with the Securities and Exchange Commission on May 14 , 1996

                                                           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)


                            ACKERLEY COMMUNICATIONS, INC.
                   NONEMPLOYEE-DIRECTORS' EQUITY COMPENSATION PLAN
                               (Full title of the plan)


                     Please send copies of all communications to:


DENIS M. CURLEY                             CARMEN L. SMITH
Executive Vice President and                Attorney-at-Law
 Chief Financial Officer,                   Graham & Dunn
 Treasurer & Secretary                      33rd Floor
Ackerley Communications, Inc.                    1420 Fifth Avenue
800 Fifth Avenue, Suite 3770                Seattle, Washington  98101
Seattle, Washington  98104

(206) 624-2888                                   (206) 624-8300

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


<PAGE>

                           CALCULATION OF REGISTRATION FEE

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

Common Stock,
$.01 Par Value    100,000 Shares(2)   $ 22.31      $ 2,231,000     $ 769.31

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

(1) Estimated solely for the purpose of calculating the amount of the
    registration fee.   Pursuant to Rule 457(c) under the Securities Act of
    1933, as amended (the "Securities Act"), the price per share is estimated
    to be $22.31, based on the average of the high ($22.625) and low ($22.00)
    trading prices of the common stock, $.01 par value per share ("Common
    Stock"), of Ackerley Communications, Inc. ("Registrant"), as reported by
    the American Stock Exchange on May 9, 1996.

(2) Together with an indeterminate number of additional shares that 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, as permitted by Rule 416.

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


<PAGE>

                                       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)  The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which contains audited
financial statements for the most recent fiscal year for which such statements
have been filed.

    (c)  All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report on Form 10-K referred to in (a) above.

    (d)  All documents subsequently filed by the Registrant 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.

    Section 145 of the Delaware General Corporation Law (the "DGCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation -- a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or


                                         -1-

<PAGE>

proceeding, had no reasonable cause to believe their conduct was unlawful.  A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with the defense or settlement of such actions, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.  The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.

    Under Article SEVENTH of the Registrant's Third Restated Certificate of
Incorporation and Section 9.1 of the Registrant's Bylaws, the Registrant
indemnifies all directors and officers to the full extent permitted by the DGCL
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 DGCL.  The Registrant 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 or she 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
Registrant is insured or indemnified in any manner against any liability which
he or she may incur in his or her capacity as such.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Number                    Description
- --------------                -----------

    5.1  Opinion of Graham & Dunn regarding legality of securities.

   23.1  Consent of Ernst & Young LLP.

   23.2  Consent of Graham & Dunn (included in opinion filed as Exhibit 5.1).

   24.1  Power of Attorney (see Signature Pages and certified resolutions of
         Registrant's Board of Directors).

   99.1  Ackerley Communications, Inc. Nonemployee-Directors' Equity
         Compensation Plan.


                                         -2-

<PAGE>

   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;

         (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 Exchange Act that are incorporated by
reference in the Registration Statement.

    (2)  That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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
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 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


                                         -3-

<PAGE>

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.


                                         -4-

<PAGE>

                                      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 10th day of May,
1996.


                                       ACKERLEY COMMUNICATIONS, INC.


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


                                  POWER OF ATTORNEY


    Each person whose individual signature appears below hereby authorizes and
appoints Barry A. Ackerley and Denis M. Curley and each of them, with full power
of substitution and full power to act without the other, as his or her true and
lawful attorney-in-fact and agent to act in his or her name, place and stead and
to execute in the name and on behalf of each person, individually and in each
capacity stated below, and to file any and all amendments to this Registration
Statement, including any and all post-effective amendments.

    Pursuant to the requirements of the Securities Act, this Power of Attorney
has been signed by the following persons in the capacities indicated, on the
10th day of May, 1996.


          Signature                          Title
          ---------                          -----

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


/s/ Denis M. Curley               Executive Vice President and Chief Financial
- ------------------------------     Officer, Treasurer & Secretary (Principal
Denis M. Curley                     Financial Officer)


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


                                         -5-

<PAGE>

Gail A. Ackerley *                Director
- ------------------------------
Gail A. Ackerley


Richard P. Cooley *               Director
- ------------------------------
Richard P. Cooley


M. Ian G. Gilchrist *             Director
- ------------------------------
M. Ian G. Gilchrist


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


By:  /s/ Denis M. Curley
    -----------------------------
    Attorney-in-Fact


                                         -6-

<PAGE>

                                       EXHIBITS


Exhibit Number                    Description
- --------------                    -----------


    5.1    Opinion of Graham & Dunn Regarding Legality of Securities.

   23.1    Consent of Ernst & Young LLP.

   23.2    Consent of Graham & Dunn (included in opinion filed as Exhibit 5.1).

   24.1    Power of Attorney (see Signature Pages and Certified Resolutions of
           Registrant's Board of Directors).

   99.1    Ackerley Communications, Inc. Nonemployee-Directors' Equity
           Compensation Plan.


                                         -7-


<PAGE>

[GRAHAM & DUNN LETTERHEAD]

                                  May 14, 1996


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

     Re:  ACKERLEY COMMUNICATIONS, INC. NONEMPLOYEE-DIRECTORS' EQUITY
          COMPENSATION PLAN -- LEGAL OPINION REGARDING VALIDITY OF SECURITIES
          OFFERED

Ladies and Gentlemen:

     We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission (the "Commission") with respect to 100,000
shares of common stock, $.01 par value ("Shares"), of Ackerley Communications,
Inc., a Delaware corporation ("Ackerley") authorized for issuance under the
Ackerley Communications, Inc. Nonemployee-Directors' Equity Compensation Plan
(The "Plan").

     In connection with the offering of the Shares, we have examined:  (i) the
Plan, which is filed as Exhibit 99.1 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 the Shares are issued in accordance with the terms
of the Plan after the Registration Statement has become effective under the Act.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares, or any portion thereof, to the extent such Shares represent original
issuances by Ackerley, have been duly authorized and that, upon the due
execution by Ackerley and the registration by its registrars of the Shares,
issuance thereof by Ackerley and receipt of the consideration therefor in

<PAGE>

Ackerley Communications, Inc.
May 14, 1996
Page 2



accordance with the terms of the Plan, the Shares will be validly issued, fully
paid, and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.  This consent shall not be construed to cause us to be
in the category of persons whose consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.

                              Very truly yours,

                              /s/ Graham & Dunn

                              GRAHAM & DUNN

<PAGE>
                                                          EXHIBIT 23.1

                       CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to the Ackerly Communications, Inc. Non-Employee 
Directors' Equity Compensation Plan of our report dated March 1, 1996, with 
respect to the consolidated financial statements of Ackerly Communications, 
Inc. included in its Annual Report (Form 10-K) for the year ended December 
31, 1995, filed with the Securities and Exchange Commission.


Seattle, Washington
May 9, 1996

<PAGE>
                     SECRETARY'S CERTIFICATE


     1.   I hereby certify that I am the Secretary of Ackerley
Communications, Inc., a Delaware corporation (the "Corporation"),
and that I have been duly appointed and am presently serving in
that capacity in accordance with the Corporation's Bylaws.

     2.   I further certify that attached as Exhibit A is a full,
true and correct copy of the consent resolutions adopted by the
Corporation's Board of Directors on the November 14, 1995.

     I further certify that said resolutions are still in full
force and effect and have not been revoked or rescinded as of the
date hereof.

     IN WITNESS WHEREOF, I have hereunto set my hand as such
Secretary of the Corporation, this 14th day of May, 1996.





                               /s/ Denis M. Curley
                              ---------------------------------
                              Denis M. Curley
                              Secretary
                              Ackerley Communications, Inc.


<PAGE>

                                                                  EXHIBIT A

                             RECITALS

     1.   The Board of Directors (the "Board"), at the meeting of directors on
September 13, 1995, discussed a proposal whereby the directors of the Company
would have the ability to elect to receive shares of the Company's
publicly-traded common stock ("Common Stock") instead of cash payments for the
quarterly director fees due to each nonemployee director; and

     2.   The Board has been provided with a draft Nonemployee-Director Equity
Compensation Plan for their review and discussion (the "Plan"); and

          3.   The Board desires to take the necessary action to (i)
approve the Plan and qualify it under new SEC Rule 16b-3; (ii) authorize the
filing of a registration statement with the Securities and Exchange Commission
("SEC") of the shares to be issued under the Plan; and (iii) authorize the
listing of the shares under the Plan with the American Stock Exchange ("AMEX").


                           RESOLUTIONS


ADOPTION OF NONEMPLOYEE-DIRECTOR EQUITY COMPENSATION PLAN

       RESOLVED:  That the Board hereby approves and adopts the Plan in
       substantially the form as presented to the Board, and hereby
       authorizes the issuance of up to 100,000 shares of Common Stock
       pursuant to the terms and conditions of the Plan.

ELECTION TO SUBJECT PLANS TO NEW SEC RULE 16B-3

       RESOLVED:  That the Board affirmatively elects to subject the Plan and
       the Company's Employee Stock Option Plan to Rule 16b-3 promulgated by
       the Securities and Exchange Commission under Section 16 of the
       Securities and Exchange Act of 1934 on May 1, 1991, as in effect from
       time to time.


<PAGE>

REGISTRATION WITH SEC

       RESOLVED:  That the proper officers of the Company, with the
       assistance of counsel, are authorized (i) to prepare, execute and file
       with the SEC, and any appropriate state securities authorities, a
       Registration Statement on Form S-8 ("Registration Statement"), and any
       necessary amendments thereto, to cause the shares of Common Stock to
       be issued under the Plan to be properly registered, (ii) to prepare,
       execute and file with any appropriate state securities authorities any
       other documents necessary or desirable to either register the shares
       of Common Stock to be issued under the Plan under applicable state
       securities laws or to otherwise exempt the shares from such
       registration, and (iii) to pay any such filing fees as may be deemed
       payable for the filing of the Registration Statement or for the filing
       of any other documents with appropriate state securities authorities.

LISTING WITH AMEX

       RESOLVED, that the proper officers of the Company, with the assistance of
       counsel, are authorized to execute and file with AMEX an Additional
       Listing Application ("Listing Application") and such other documents, and
       any necessary amendments thereto, and to take any and all actions as may
       be deemed necessary or appropriate to effect the additional listing of
       the Common Stock with AMEX, including the payment of such filing fees as
       may be deemed payable for the filing of the Listing Application.

APPROVAL OF SHAREHOLDERS

       RESOLVED:  That the Board hereby recommends that the Plan be submitted to
       the shareholders of the Company at the 1996 annual meeting of
       shareholders for their approval.

POWER OF ATTORNEY

       RESOLVED, that each officer of the Company who may be required to sign
       and execute the Registration Statement are hereby authorized, and the
       directors do hereby consent to, the execution of a Power of Attorney,
       appointing Barry A. Ackerley and Denis M. Curley, or either of them
       individually, to sign in his or her name, place and stead, in any such
       capacity, the Registration Statement and all amendments and other related
       documents, and to file the same with the SEC.

     GENERAL AUTHORIZATION

       RESOLVED:  That the Proper Officers are authorized and directed to do and
       perform all acts and things, to pay all necessary fees, to sign all
       documents and to take such steps as may be necessary, advisable,
       convenient or proper to carry out


                                2

<PAGE>

       he full intent of the foregoing Resolutions, and to comply fully with all
       applicable rules and regulations.

PROPER OFFICERS

       RESOLVED:  That for purposes of the foregoing Resolutions, the proper
       officers of the Company are Barry A. Ackerley, William N. Ackerley, Denis
       M. Curley and Keith W. Ritzmann.

CORPORATE DOCUMENTATION

       RESOLVED:  That an instrument evidencing the written consent of the
       directors of the Corporation to the within and foregoing resolutions be
       placed in the minute book of the Corporation.


<PAGE>

                            ACKERLEY COMMUNICATIONS, INC.

                   NONEMPLOYEE-DIRECTORS' EQUITY COMPENSATION PLAN

1.  PURPOSE OF THE PLAN

The purpose of this Nonemployee-Directors' Equity Compensation Plan (the "Plan")
is to provide for the optional payment to the nonemployee-directors of Ackerley
Communications, Inc. (the "Company") of directors' fees in capital stock of the
Company in order to encourage stock ownership by such directors.  The objective
is to promote the further alignment of the interests of such directors with the
stockholders of the Company and, through such alignment, promote the long-term
profits and growth of the Company.

2.  DEFINITIONS

(a) "Share Price" means the closing price per share for Common Stock reported
on the American Stock Exchange on the last trading day before the Quarter Date.

(b) "Common Stock" means the Company's voting Common Stock, par value $.01 per
share.

(c) "Director" means an individual duly elected or chosen as a director of the
Company who is not also an employee of the Company or any of its subsidiaries.

(d) "Directors' Fees" means the fees earned by the Directors for services
rendered as directors of the Company as such amounts are established by
resolution of the Company Board of Directors from time to time.

(e) "Extraordinary Event" has the meaning set forth in Section 4.

(f) "Quarter" means any of the following consecutive three-month periods:  May
through July, August through October, November through January, February through
April.

(g) "Quarter Date" means the date on which Directors' Fees for such Quarter are
payable, which date is the last day of each Quarter with the following
exception: for the Quarter ended April 30, 1996 the Directors' fees are payable
May 15, 1996.

(h) "Rule 16b-3: means the new rule 16b-3 promulgated by the Securities and
Exchange Commission under Section 16 of the Securities Exchange Act of 1934 on
May 1, 1991 (or any successor rule to the same effect), as in effect from time
to time.

(i) "Shares" means shares of Common Stock that are purchased voluntarily in
accordance with Section 3.1.

(j) "Voluntary Amount" has the meaning set forth in Section 3.1(a).

3.  PURCHASE OF SHARES

3.1 VOLUNTARY AMOUNT

(a) DIRECTORS' ELECTION.  For any Quarter, a Director may elect to have up to
100% of his or her Directors' Fee payable for such Quarter (a "Voluntary
Amount"), applied to the purchase of Shares pursuant to this Plan.  This
election is subject to the following conditions:  (i) the Director must notify
the Company in writing of such election not less than six months prior to the


                                        - 1 -

<PAGE>

end of the Quarter (or such later date as may be permitted under Rule 16b-3) and
(ii) any such election will be irrevocable after the notification deadline.  The
Company may use any such Voluntary Amount to purchase shares of Common Stock to
fulfill its obligation to issue Shares to a Director pursuant to Section 3.1(c).

(c) SHARE ISSUANCE.  Promptly following each Quarter Date, the Company will
issue to each Director a number of whole Shares equal to such Director's
Voluntary Amount for such Quarter divided by the Share Price.  To the extent
that the application of the foregoing formulas would result in fractional
Shares, no fractional shares of Common Stock will be issued by the Company
pursuant to this Plan.  Instead, the Company will pay each Director in cash any
portion of the Voluntary Amount not convertible into whole Shares.  Shares will
be fully paid, nonassessable shares of Common Stock.  Shares may be shares of
original issuance or treasury shares or a combination of the foregoing.  Shares
may also be shares purchased in the public market by the Company in compliance
with applicable federal and state laws.  The Company will pay any fees and
commissions incurred in connection with the issuance or purchase by the Company
of shares of Common Stock that are to be Shares and the transfer of such Shares
to Directors.

(d) WITHHOLDING TAXES.  To the extent that the Company is required to withhold
federal, state or local taxes in connection with any cash component of a
Directors' Fee payable to a Director, and the amounts available to the Company
for such withholding are insufficient, it is a condition to the receipt of any
Shares that the Director make arrangements satisfactory to the Company for the
payment of the balance of such taxes required to be withheld, which arrangements
may include relinquishment of Shares.  The Company and Director also may make
similar arrangements with respect to the payment of any other taxes derived
from or related to the payment of Shares with respect to which withholding
is not required.

3.2 RESTRICTIONS ON SHARES

(a) DIVIDENDS, VOTING RIGHTS, EXCHANGES, ETC.  Except for any restrictions
required by law, a Director on issuance of Shares to him or her has all rights
of a stock holder with respect to such Shares.

(b) RESTRICTIONS ON TRANSFER OF RIGHTS TO SHARES.  No rights to Shares may be
assigned, pledged, hypothecated or otherwise transferred by a Director or any
other person, voluntarily, or involuntarily, other than (i) by will or by the
laws of descent and distribution or (ii) pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as amended.

4.  AMENDMENT AND TERMINATION

The Board of Directors of the Company may alter or amend this Plan from time to
time or may terminate it in its entirety subject to the exceptions specified
below.

(a) CONSENT OF DIRECTOR.  No such action will, without the consent of a
Director, affect the rights in any Shares issued or to be issued to such
Director.

(b) STOCKHOLDER APPROVAL.  Without further approval by the stockholders of the
Company no such action will (i) increase the total number of shares of Common
Stock to be issued under this Plan as specified in Section 5 (except that
adjustments and additions expressly authorized by this Section 4 will not be
limited by this Section 4(b)); (ii) change the provisions of Section 3.1(c) that
specify the timing of the issuance or the calculation of the number of Shares to
be issued to a Director; or (iii) cause Rule 16b-3 to become inapplicable to
this Plan.

(c)  ADJUSTMENTS FOR EXTRAORDINARY EVENTS.  The Board of Directors may make or


                                        - 2 -

<PAGE>

provide for such adjustments in the number and kind of shares of Common Stock
specified in Section 5 as the Company Board of Directors, in its sole
discretion, exercised in good faith, may determine is equitably required to
reflect (i) any stock dividend, stock split, combination of shares,
recapitalization or any other change in the capital structure of the Company;
(ii) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or warrants to purchase securities; or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing
(the matters described in clauses (i), (ii) and (iii) (collectively referred to
as an "Extraordinary Event").

5.  SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 1(d) of this Plan, the total number
of shares of Common Stock which may be issued under this Plan shall be 100,000.

6.  PLAN APPROVAL BY STOCKHOLDERS

The Plan must be submitted for approval by the stockholders of the Company.  If
such approval has not been obtained by October 31, 1996, this Plan will be
nullified.  In such case, all issuances of Shares and deliveries of certificates
therefor will be rescinded and Directors will receive in cash all Voluntary
Amounts previously paid under the Plan without interest.

7.  GENERAL PROVISIONS

(a) NO CONTINUING RIGHT AS DIRECTOR.  Neither the adoption or operation of this
Plan, nor any document describing or referring to this Plan, or any part
thereof, confers upon any Director any right to continue as director of the
Company or any subsidiary of the Company.

(b) GOVERNING LAW.  The provisions of this Plan shall be governed by and
construed in accordance with laws of the State of Washington.

(c) CASH IF SHARES NOT ISSUED.  Pending issuance of the Shares, all Voluntary
Amounts are the property of the Directors and will be paid to them in cash in
the event that the Shares are not issued.

(d) MISCELLANEOUS.  Headings are given to the sections of this Plan solely as a
convenience to facilitate reference.  Such headings, numbering and paragraphing
are to be deemed material or relevant to the construction of this Plan or any
its provisions.  The use of the masculine gender also includes within its
meaning the feminine.  The use of the singular also includes within its meaning
the plural, and vice versa.

8.  EFFECTIVE DATE

The effective date of this Pan is as of October 31, 1995.

Adopted by the Board of Directors of Ackerley Communication, Inc. on November
14, 1995.


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