<PAGE>
As filed with the Securities and Exchange Commission on November 4, 1996
Registration No. 333-_______
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GRAY COMMUNICATIONS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Georgia 58-0285030
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
126 North Washington Street
Albany, Georgia 31701
(912) 434-8732
(Address of principal executive offices) (Zip code)
GRAY COMMUNICATIONS SYSTEMS, INC. 1992 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
William A. Fielder III
Vice President and Chief Financial Officer
Gray Communications Systems, Inc.
126 North Washington Street
Albany, Georgia 31701
(912) 434-8732
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------------
COPIES TO:
Henry O. Smith III Neal H. Ray
Proskauer Rose Goetz & Heyman & Sizemore
Mendelsohn LLP 2300 Cain Tower
1585 Broadway 229 Peachtree Street, N.E.
New York, New York 10036 Atlanta, Georgia 30303
(212) 969-3000 (404) 521-2268
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price aggregate offering Registration
registered registered(1) per share(2) price(2) Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, no par
value 200,000 shares $19.8125 $3,962,500 $1,200.76
Class B Common Stock, no par
value 400,000 shares $17.125 $6,850,000 $2,075.76
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,276.52
---------
---------
</TABLE>
(1) The maximum number of shares which may be granted under the Gray
Communications Systems, Inc. 1992 Long-Term Incentive Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
by Gray Communications Systems, Inc., a Georgia corporation (the "Company" or
the "Registrant"), are incorporated herein by reference:
(1) the Company's prospectus, dated September 24, 1996, relating to
the Company's Class B Common Stock, as filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of
1933;
(2) the Company's Current Report on Form 8-K, dated January 18, 1996,
as amended by a Form 8-K/A-1, dated March 15, 1996, and a Form 8-K/A-2,
dated July 12, 1996;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996, as amended by a Form 10-Q/A-1, dated July 10, 1996, and a
Form 10-Q/A-2, dated September 9, 1996;
(4) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996, as amended by a Form 10-Q/A, dated September 9, 1996;
(5) the Company's Current Report on Form 8-K, dated October 15, 1996;
and
(6) the description of the Company's Class A Common Stock, no par
value, and the Company's Class B Common Stock, no par value, contained in
the Company's Registration Statements filed on Forms 10, dated October 7,
1991 and 8-A, dated September 13, 1996, respectively.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, 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, 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.
Not applicable.
II-1
<PAGE>
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Business Corporation Code of the State of Georgia grants corporations
incorporated thereunder (such as the Company) the power to indemnify its
officers and directors against liability for certain of their acts.
The Company's Articles of Incorporation eliminate the liability of
directors to stockholders of the Company for monetary damages arising out of the
directors' breach of their fiduciary duty of care. The By-laws of the Company
authorize indemnification of its directors, officers, incorporators, employees
and agents with respect to certain costs, expenses and amounts incurred in
connection with an action, suit, or proceeding by reason of the fact that such
person was serving as a director, officer, incorporator, employee, or agent of
the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
3.1 Articles of Incorporation of Gray Communications Systems, Inc., as
amended (incorporated by reference to Exhibit 3 to the Company's Form
10 dated October 7, 1991, as amended on January 29, 1992 and March 2,
1992, and Exhibit 3(i) to the Company's Form 10-K for the fiscal year
ended June 30, 1993)
3.2 Articles of Amendment to the Articles of Incorporation of Gray
Communications Systems, Inc. relating to the Class A Common Stock and
the Class B Common Stock and the Series A Preferred Stock and Series B
Preferred Stock (incorporated by reference to Exhibit 3.1.1 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
4338))
3.3 By-Laws of Gray Communications Systems, Inc., as amended (incorporated
by reference to Exhibit 3(i) to the Company's Form 10 dated October 7,
1991, as amended on January 29, 1992 and March 2, 1992, Exhibit 3(i)
to the Company's Form 10-K for the period ended June 30, 1993 and
Exhibit 3(d) to the Company's Form 10-K for the transition period from
July 1, 1993 to December 31, 1993)
3.4 Amendment to the By-Laws of Gray Communication Systems, Inc. dated
September 3, 1996 (incorporated by reference to Exhibit 3.2.1 to the
Company's Registration Statement on Form S-1 (Registration No. 333-
4338))
5 Opinion of Heyman & Sizemore re: validity of securities
II-2
<PAGE>
23.1 Consent of Ernst & Young LLP as to use of their report on the
financial statements for Gray Communications Systems, Inc.
23.2 Consent of Ernst & Young LLP as to use of their report on certain
financial statements of WRDW-TV
23.3 Consent of Ernst & Young LLP as to use of their report on certain
financial statements of the Broadcasting and Paging Operations of John
H. Phipps, Inc.
23.4 Consent of Deloitte & Touche LLP as to use of their report on certain
financial statements of WRDW-TV
23.5 Consent of Heyman & Sizemore (included in Exhibit 5)
24 Power of Attorney (see signature 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 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;
(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 registration statement is on Form
S-3, Form S-8 or Form F-3, and 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.
II-3
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
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) 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Atlanta, State of Georgia, on November 4, 1996.
GRAY COMMUNICATIONS SYSTEMS, INC.
By: /s/ J. Mack Robinson
-------------------------------------
J. Mack Robinson
President
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer
whose signature appears below hereby constitutes and appoints Robert S.
Prather, Jr. and William A. Fielder III, or either of them, as his true and
lawful attorney-in-fact and agent, with full power of substitution, to sign
on his behalf individually and in any and all capacities any and all
amendments (including post-effective amendments) to a Registration Statement
on Form S-8 relating to the registration under the Securities Act of 1933 of
shares of Class A Common Stock or Class B Common Stock of Gray Communications
Systems, Inc. under the Company's 1992 Long-Term Incentive Plan and to file
the same with all exhibits thereto and all other documents in connection
therewith with the Securities and Exchange Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to
do all such other acts and things requisite or necessary to be done, and to
execute all such other documents as they, or either of them, may deem
necessary or desirable in connection with the foregoing, as fully as the
undersigned might or could do in person, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or either of them, 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ J. Mack Robinson President and Director November 4, 1996
- --------------------------- (principal executive
J. Mack Robinson officer)
/s/ William A. Fielder III Vice President and Chief November 4, 1996
- --------------------------- Financial Officer
William A. Fielder III (principal financial
officer)
/s/ Sabra H. Cowart Controller and Chief November 4, 1996
- --------------------------- Accounting Officer
Sabra H. Cowart (principal accounting
officer)
II-5
<PAGE>
/s/ Richard L. Boger Director November 4, 1996
- ---------------------------
Richard L. Boger
/s/ Hilton H. Howell, Jr. Director November 4, 1996
- ---------------------------
Hilton H. Howell, Jr.
/s/ William E. Mayher III Director November 4, 1996
- ---------------------------
William E. Mayher III
/s/ Howell W. Newton Director November 4, 1996
- ---------------------------
Howell W. Newton
/s/ Robert S. Prather, Jr. Director November 4, 1996
- ---------------------------
Robert S. Prather, Jr.
/s/ Hugh Norton Director November 4, 1996
- ---------------------------
Hugh Norton
II-6
<PAGE>
EXHIBIT 5
November 4, 1996
Gray Communications Systems, Inc.
126 North Washington Street
Albany, Georgia 31701
Dear Sirs:
We are acting as counsel to Gray Communications Systems, Inc., a Georgia
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of 200,000 shares of Class
A Common Stock, no par value, and 400,000 shares of Class B Common Stock, no par
value (collectively, the "Shares"), of the Company. The Shares are to be issued
by the Company pursuant to the Company's 1992 Long-Term Incentive Plan (the
"Plan").
As such counsel, we have participated in the preparation of the
Registration Statement and have reviewed the corporate minutes relating to the
issuance of the Shares pursuant to the Plan and have also 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 and necessary as a basis for
rendering this opinion.
Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the terms of the Plan, will be, assuming no change in the applicable law or
pertinent facts, validly 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,
/s/ Heyman & Sizemore
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
pertaining to the Gray Communications Systems, Inc. 1992 Long-Term Incentive
Plan of our report, dated February 14, 1996 (except for Note K, as to which the
date is August 9, 1996), with respect to the consolidated financial statements
of Gray Communications Systems, Inc. (the "Company") included in the Company's
prospectus, dated September 24, 1996, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) under the Securities Act of 1933.
ERNST & YOUNG LLP
Columbus, Georgia
November 4, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
pertaining to the Gray Communications Systems, Inc. 1992 Long-Term Incentive
Plan of our report, dated January 26, 1996, with respect to the financial
statements of WRDW-TV, an operating station of Television Station Partners, L.P.
included in the prospectus, dated September 24, 1996, of Gray Communications
Systems, Inc. filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933.
ERNST & YOUNG LLP
Atlanta, Georgia
November 4, 1996
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
pertaining to the Gray Communications Systems, Inc. 1992 Long-Term Incentive
Plan of our report, dated February 19, 1996, with respect to the financial
statements of the Broadcasting and Paging Operations of John H. Phipps, Inc.
included in the prospectus, dated September 24, 1996, of Gray Communications
Systems, Inc. filed with the Securities and Exchange Commission pursuant to Rule
424(b) under the Securities Act of 1933.
ERNST & YOUNG LLP
Atlanta, Georgia
November 4, 1996
<PAGE>
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of Gray Communication Systems, Inc. on Form S-8 of our report dated May 12,
1995, on the balance sheet of WRDW-TV (an operating station of Television
Station Partners, L.P.) as of December 31, 1994 and the related statements of
income, partnership's equity and cash flows for the years ended December 31,
1993 and 1994, appearing in the Prospectus, dated September 24, 1996, of Gray
Communications Systems, Inc. filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933.
DELOITTE & TOUCHE LLP
New York, New York
November 4, 1996
