As filed with the Securities and Exchange Commission on June 1, 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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PRICE COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-2991700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
45 Rockefeller Plaza
New York, New York 10020
212-757-5600
(Address of principal executive offices) (Zip code)
PRICE COMMUNICATIONS CORPORATION 1992 LONG TERM INCENTIVE PLAN
(Full title of the plan)
Robert Price
Price Communications Corporation
45 Rockefeller Plaza
New York, New York 10020
212-757-5600
(Name and address, and telephone number,
including area code, of agent for service)
---------------------------------
COPIES OF ALL COMMUNICATIONS TO:
Peter G. Samuels, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
212-969-3000
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering Registration
to be registered registered(1) per share(2) price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock, 3,204,345 shares $22.094 $70,796,798 $18,691
par value $0.01
===============================================================================================================
</TABLE>
(1) Represents the aggregate number of additional shares of the common
stock, par value $0.01 (the "Common Stock"), of Price Communications
Corporation (the "Company") issuable under the Price Communications
Corporation 1992 Long Term Incentive Plan, as amended (the "Plan"),
pursuant to amendments to the Plan adopted at the Company's 1998
Annual Meeting of Shareholders. Also includes the Common Stock
purchase rights attached to the shares of Common Stock pursuant to
the Rights Agreement, dated as of October 6, 1994, as amended as of
January 12, 1995, April 7, 1995, June 19, 1997 and June 11, 1998,
between the Company and Harris Trust Company of New York, as Rights
Agent.
(2) Estimated solely for purposes of calculating the registration fee and
based, pursuant to Rule 457(h) promulgated under the Securities Act
of 1933, on the average of the high and low sale prices of the Common
Stock as reported on the NASDAQ National Market on May 25, 2000.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed with the Securities and Exchange
Commission (the "Commission") by Price Communications Corporation, a New York
corporation (the "Company" or the "Registrant"), are incorporated herein by
reference:
(1) Annual Report filed on Form 10-K for the year ended
December 31, 1999.
(2) Amendment No. 1 to Annual Report filed on Form 10-K/A for
the year ended December 31, 1999.
(3) Quarterly Report filed on Form 10-Q for the quarter ended
March 31, 2000.
(4) Amendment No. 2 to Annual Report filed on Form 10-K/A for
the year ended December 31, 1999.
(5) The description of the Company's common stock, $.01 par
value, contained in the Company's Registration Statement
filed on Form 8-A/A dated February 8, 2000.
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 remaining
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents. Any statement in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for the
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
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.
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Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 721 of the New York Business Corporation Law provides that the
indemnification and advancement of expenses of directors and officers may be
provided by the certificate of incorporation or by-laws of a corporation, or
when authorized by the certificate of incorporation or by-laws, a resolution of
shareholders, a resolution of directors or an agreement providing for
indemnification (except in cases where a judgment or other final adjudication
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<PAGE>
establishes that such acts were committed in bad faith or were the result of
active or deliberate dishonesty and were material to the cause of action so
adjudicated or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
Section 722 of the New York Business Corporation Law provides that a
corporation may indemnify any person, made, or threatened to be made, a party of
an action or proceeding other than one by or in the right of the corporation to
procure a judgment in its favor, whether civil or criminal, including an action
by or in the right of any other corporation, partnership, joint venture, trust,
employee benefit plan or other entity which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he was a director or officer of the corporation, or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other entity in any other capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or in the case of
service for any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, not opposed to, the best interests of the
corporation and, in criminal acts or proceedings, in addition, had no reasonable
cause to believe that his conduct was unlawful.
Section 722 of the New York Business Corporation Law also states that a
corporation may indemnify any person made, or threatened to be made, a party to
an action by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director or officer of the
corporation or any other corporation, partnership, joint venture, trust,
employee benefit plan or other entity at the request of the corporation, against
amounts paid in settlement and reasonable expenses actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or in the case of
service for any other corporation, partnership, joint venture, employee benefit
plan or other entity, not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect to a threatened or
pending action which is settled or otherwise disposed of, or any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation, unless the court determines the person is fairly and reasonably
entitled to indemnity for such portion of the settlement amount and expenses as
the court deems proper.
Section 726 of the New York Business Corporation Law provides that a
corporation shall have the power to purchase and maintain insurance for
indemnification of directors and officers. However, no insurance may provide for
any payment, other than cost of defense, to or on behalf of any director or
officer for a judgment or a final adjudication adverse to the insured director
or officer if (i) a judgment or other final adjudication establishes that his
acts of active and deliberate dishonesty were material to the cause of action
adjudicated or that he personally gained a financial profit or other advantage
to which he was not legally entitled or (ii) if prohibited under the insurance
law of New York.
Section 724 of the New York Business Corporation Law provides that
indemnification shall be awarded by a court to the extent authorized under
Sections 722 and 723(a) of the New York Business Corporation Law notwithstanding
the failure of a corporation to provide indemnification, and despite any
contrary resolution of the board or of the shareholders.
The Certificate of Incorporation and By-laws of the Company exonerates
directors of the Company from personal liability to the Company and its
stockholders, for monetary damages for breach of the fiduciary duty of care as a
director, but it does not eliminate or limit liability for any breach of the
directors' duty of loyalty for acts or omissions not in good faith or which
involve intentional misconduct or knowing violations of law, for any improper
declaration of dividends or for any transaction from which the directors derived
an improper personal benefit. The Certificate of Incorporation does not
eliminate a stockholder's right to seek nonmonetary, equitable remedies, such as
an injunction or rescission, to redress an action taken by the directors.
However, as a practical matter, equitable remedies may not be available in all
situations, and there may be instances in which no effective remedy is
available.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
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<PAGE>
ITEM 8. EXHIBITS.
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EXHIBIT NUMBER DESCRIPTION
5 Opinion of Proskauer Rose LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5)
24 Powers of Attorney (included on Page II-5)
ITEM 9. UNDERTAKINGS.
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(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 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or 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 the 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.
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(4) If the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, PROVIDED, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are contained in periodic reports filed with
or furnished to the Commission 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 Form F-3.
(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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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<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 New York, State of New York, on May 31, 2000.
PRICE COMMUNICATIONS CORPORATION
BY: /s/ ROBERT PRICE
---------------------------------
Name: Robert Price
Title: Director, President, Chief
Executive Officer and Treasurer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Robert Price his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
to act for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same, with all
exhibits thereto, and all other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents 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 full to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them, or
their substitutes may lawfully 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 and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
<S> <C> <C>
/s/ ROBERT PRICE
--------------------------- Director, President, Chief Executive May 31, 2000
Robert Price Officer and Treasurer
(Principal Executive Officer)
/s/ KIM I. PRESSMAN
--------------------------- Executive Vice-President, May 31, 2000
Kim I. Pressman Chief Financial Officer, Secretary
and Assistant Treasurer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ GEORGE E. CADGENE
--------------------------- Director May 31, 2000
George E. Cadgene
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION LOCATION
5 Opinion of Proskauer Rose LLP Filed herewith
23.1 Consent of Arthur Andersen LLP Filed herewith
23.2 Consent of Proskauer Rose LLP Included in Exhibit 5
24 Powers of Attorney Included on Page II-5
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<PAGE>
Exhibit 5
June 1, 2000
Price Communications Corporation
45 Rockefeller Plaza
New York, New York 10020
Ladies and Gentlemen:
We are acting as counsel to Price Communications Corporation, a New York
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company under the
Securities Act of 1933 with respect to an additional 3,204,345 shares (the
"Shares") of the common stock, par value $.01 (the "Common Stock"), of the
Company issuable under the Price Communications Corporation 1992 Long Term
Incentive Plan, as amended (the "Plan"), pursuant to amendments adopted by the
Company's shareholders at the Company's 1998 Annual Meeting of Shareholders.
We have examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all such corporate records,
documents, agreements and instruments relating to the Company, and certificates
of public officials and of representatives of the Company, and have made such
investigations of law, and have discussed with representatives of the Company
and such other persons such questions of fact, as we have deemed proper or
necessary as a basis for rendering this opinion.
Based upon and subject to the foregoing, we are of the opinion that
the Shares will be, when issued in accordance with the provisions of the Plan
and the respective options granted thereunder (including payment of the option
exercise prices provided for therein), legally issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
PROSKAUER ROSE LLP
By: /s/ PETER G. SAMUELS
--------------------------------
A member of the firm
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement our report dated
January 31, 1999 included in Price Communications Corporation's Annual Report on
Form 10-K for the year ended December 31, 1999.
/s/ ARTHUR ANDERSEN LLP
New York, New York
May 26, 2000
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