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As filed with the Securities and Exchange Commission on May 8, 1997
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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TCA CABLE TV, INC.
(Exact name of registrant as specified in its charter)
Texas 75-1798185
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
3015 SSE Loop 323
Tyler, Texas 75701
(Address of principal executive offices)
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EMPLOYMENT COMPENSATION AGREEMENT
DATED NOVEMBER 1, 1994 BETWEEN
DARRELL CAMPBELL AND TCA CABLE TV, INC.
(Full title of the Plan)
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ROBERT M. ROGERS
3015 SSE Loop 323
Tyler, Texas 75701
(Name and address of agent for service of agent for service)
(903) 595-3701
(Telephone number, including area code,
of agent for service)
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COPY TO:
JAMES S. RYAN, III
Jackson & Walker, L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 5,000 shares $33.625 $168,125 $100.00
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and 457(h), registration fee is based on a price of
$33.625 per share, which price is an average of the high and low prices of
the Common Stock on the National Association of Securities Dealers
Automated Quotation National Market System on May 2, 1997. Because the
registration fee amounted to less than the minimum, the minimum
registration fee of $100.00 is being submitted.
Pursuant to General Instruction E of Form S-8, with respect to the shares
registered under the Employment Compensation Agreement dated November 1,
1994 by and between Darrell Campbell and TCA Cable TV, Inc., this
Registration Statement incorporates by reference the contents of the
Registrant's Registration Statement No. 333-1487 on Form S-8, including all
exhibits attached thereto.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 relates to the additional 5,000 shares
of Common Stock issuable pursuant to provisions of the Employment Compensation
Agreement dated November 1, 1994 by and between Darrell Campbell and TCA Cable
TV, Inc.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Commission by TCA Cable
TV, Inc. (the "Company"), are incorporated herein by reference and made a part
hereof:
(i)Annual Report of the Company on Form 10-K for the year ended October 31,
1996 (the "Annual Report");
(ii)All other reports filed with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the documents referred to in the
Annual Report; and
(iii)Description of the Common Stock contained in the Company's Registration
Statement on Form S-1 (No. 2-75516) and Registration Statement on Form 8-A (No.
2-88892), effective as of March 17, 1984.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the termination of the offering of the Common Stock to be made hereunder
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests for such documents should be
directed to Karen L. Garrett, 3015 S.S.E. Loop 323, Tyler, Texas 75701,
telephone number (903) 595-3701.
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ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this Registration
Statement on Form S-8, including those incorporated herein by reference.
Exhibit
Number Description of Exhibit
- -------- -----------------------
4.1 Articles of Incorporation of the Company.(1)
4.2 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.3 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.4 Bylaws of the Registrant.(1)
4.5 Form of Stock Certificate.(1)
5 Opinion of Jackson & Walker, L.L.P.(4)
23.1 Consent of Coopers & Lybrand, L.L.P.(4)
23.3 Consent of Jackson & Walker, L.L.P. (included in the opinion of
Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
24 Power of Attorney (included in Part II hereof).(4)
99 Employee Compensation Agreement dated November 1, 1994 between
Darrell Campbell and TCA Cable TV, Inc.(3)
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(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982
and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988,
and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 333-1487 dated as of March 6, 1996,
and incorporated herein by reference.
(4) Filed herewith.
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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 Tyler, State of Texas on the 8th day of May,
1997.
TCA CABLE TV, INC.
By:/s/ Jimmie F. Taylor
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Jimmie F. Taylor, Vice President, Chief
Financial Officer and Treasurer
(Principal Accounting and Financial Officer)
POWER OF ATTORNEY
Each person whose signature appears below authorizes Robert M. Rogers,
Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act
without joinder of the other, to execute in the name of each such person who is
then an officer or director of the Registrant, and to file any amendments to
this Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Commission, in respect thereof, in connection with the
registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in such Registration Statement
as such attorney may deem appropriate.
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Robert M. Rogers Chairman of the Board, Chief May 8, 1997
- ------------------------ Executive Officer and Director
Robert M. Rogers (Principal Executive Officer)
/s/ Fred R. Nichols President, Chief Operating May 8, 1997
- ------------------------ Officer and Director
Fred R. Nichols
/s/ Jimmie F. Taylor Vice President, Chief Financial Officer May 8, 1997
- ------------------------ and Treasurer
Jimmie F. Taylor (Principal Accounting and Financial
Officer)
/s/ Fred W. Smith Director May 8, 1997
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Fred W. Smith
/s/ Wayne J. McKinney Director May 8, 1997
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Wayne J. McKinney
/s/ Ben R. Fisch, M.D. Director May 8, 1997
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Ben R. Fisch, M.D.
/s/ Kenneth S. Gunter Director May 8, 1997
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Kenneth S. Gunter
/s/ Randall K. Rogers Director May 8, 1997
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Randall K. Rogers
/s/ A. W. Riter, Jr. Director May 8, 1997
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A. W. Riter, Jr.
/s/ James F. Ackerman Director May 8, 1997
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James F. Ackerman
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INDEX TO EXHIBITS
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Exhibit
Number Description of Exhibit
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<S> <C>
4.1 Articles of Incorporation of the Company.(1)
4.2 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.3 Articles of Amendment to Articles of Incorporation of the
Registrant.(2)
4.4 Bylaws of the Registrant.(1)
4.5 Form of Stock Certificate.(1)
5 Opinion of Jackson & Walker, L.L.P.(4)
23.1 Consent of Coopers & Lybrand, L.L.P.(4)
23.3 Consent of Jackson & Walker, L.L.P. (included in the opinion of
Jackson & Walker, L.L.P. filed as Exhibit 5).(4)
24 Power of Attorney (included in Part II hereof).(4)
99 Employee Compensation Agreement dated November 1, 1994 between
Darrell Campbell and TCA Cable TV, Inc.(3)
</TABLE>
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(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982
and incorporated herein by reference.
(2) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988,
and incorporated herein by reference.
(3) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-8, File No. 333-1487 dated as of March 6, 1996,
and incorporated herein by reference.
(4) Filed herewith.
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EXHIBIT 5
[JACKSON & WALKER, L.L.P. LETTERHEAD]
March 18, 1997
TCA Cable TV, Inc.
3015 SSE Loop 323
Tyler, Texas 75713-0489
Re:Registration Statement on Form S-8 of TCA Cable TV, Inc.
Gentlemen:
We are acting as counsel for TCA Cable TV, Inc., a Texas corporation
(the "Company"), in connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of 5,000 shares of the Company's Common Stock,
par value $0.10 per share (the "Shares") to be issued in connection with the
Employment Compensation Agreement dated November 1, 1994 between Darrell
Campbell and the Company. A Registration Statement on Form S-8 covering the
registration of the Shares (the "Registration Statement") is expected to be
filed with the Securities and Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion, we have
examined and relied upon the originals or certified copies of all documents,
certificates and instruments as we have deemed necessary to the opinions
expressed herein, including the Articles of Incorporation, as amended, and the
Bylaws of the Company. In making the foregoing examinations, we have assumed
the genuineness of all signatures on original documents, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us.
Based solely upon the foregoing, subject to the comments hereinafter
stated, and limited in all respects to the laws of the State of Texas and the
federal laws of the United States of America, it is our opinion that the
Shares, when issued will be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not 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 Commission promulgated thereunder.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of TCA Cable TV, Inc. ("the Company") on Form S-8 of our
report, which includes an explanatory paragraph describing the change in
the method of accounting for income taxes in 1994, dated January 17,
1997, on our audits of the consolidated financial statements of the
Company as of October 31, 1996 and 1995, and for the three years in the
period ended October 31, 1996, which report is included in the Company's
Annual Report on Form 10- K.
Coopers & Lybrand L.L.P.
Dallas, Texas
May 7, 1997
