<PAGE> 1
As filed with the Securities and Exchange Commission on March 16, 1998.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
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)
---------------
FRED R. NICHOLS
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)
----------------
COPY TO:
JAMES S. RYAN, III
Jackson Walker L.L.P.
901 Main Street
Suite 6000
Dallas, Texas 75202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed
Title of Amount Proposed Maximum Maximum Amount of
Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share (1) Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.10 par value 5,000 shares $52.09 $260,469 $100.00
============================================================================================================================
</TABLE>
(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 $52.09 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 March
13, 1998. 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 Nos. 333-1487 and
333-26723 on Form S-8, including all exhibits attached thereto.
<PAGE> 2
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.
<PAGE> 3
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, 1997 (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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<PAGE> 4
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.
<TABLE>
<CAPTION>
Exhibit
Number Description
- -------- -----------
<S> <C>
3.1 Articles of Incorporation of the Company.(1)
3.2 Articles of Amendment to Articles of Incorporation of the Registrant.(2)
3.3 Articles of Amendment to Articles of Incorporation of the Registrant.(2)
3.4 Articles of Amendment to Articles of Incorporation of the Registrant.(4)
3.5 Amended and Restated Bylaws of the Registrant.(5)
4.1 Form of Stock Certificate.(1)
4.2 Rights Agreement dated January 15, 1998, between the Company and ChaseMellon Shareholder Services,
L.L.C. which includes the Certificate of Designations for the Series A Junior Participating Preferred
Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase
Shares as Exhibit C.(6)
5 Opinion of Jackson Walker L.L.P.*
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.*
23.3 Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as Exhibit
5).*
24 Power of Attorney (included in Part II hereof)*
99 Employee Compensation Agreement dated November 1, 1994 between Darrell Campbell and TCA Cable TV,
Inc.(3)
</TABLE>
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* Filed herewith.
(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.
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<PAGE> 5
(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) Previously filed as an exhibit to Registrant's Form 10-K for the
fiscal year ended October 31, 1993, filed January 27, 1994 and
incorporated by reference herein.
(5) Previously filed as an exhibit to the Registrant's Form 10-K for the
fiscal year ended October 31, 1997, filed January 27, 1998 and
incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Form 8-K filed
January 22, 1998 and incorporated herein by reference.
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<PAGE> 6
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 16th day of March 1998.
TCA CABLE TV, INC.
By: /s/ Fred R. Nichols
---------------------------------
Fred R. Nichols, Chairman of the
Board, Chief Executive Officer
and President
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below authorizes 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
- --------- ----- ----
<S> <C> <C>
/s/ Fred R. Nichols Chief Executive Officer, Chairman of the March 16, 1998
- ------------------------------- Board and President
Fred R. Nichols (Principal Executive Officer)
/s/ Jimmie F. Taylor Vice President, Chief Financial Officer March 16, 1998
- ------------------------------- and Treasurer
Jimmie F. Taylor (Principal Accounting and Financial
Officer)
Director
- -------------------------------
Fred W. Smith
/s/ Wayne J. McKinney Director March 16, 1998
- -------------------------------
Wayne J. McKinney
/s/ Ben R. Fisch, M.D. Director March 16, 1998
- -------------------------------
Ben R. Fisch, M.D.
Director
- -------------------------------
Kenneth S. Gunter
/s/ Randall K. Rogers Director March 16, 1998
- -------------------------------
Randall K. Rogers
/s/ A. W. Riter, Jr. Director March 16, 1998
- -------------------------------
A. W. Riter, Jr.
/s/ James F. Ackerman Director March 16, 1998
- -------------------------------
James F. Ackerman
/s/ Darrell Campbell Director March 16, 1998
- -------------------------------
Darrell Campbell
/s/ Robert B. Holland, III Director March 16, 1998
- -------------------------------
Robert B. Holland, III
/s/ Michael Shannon Director March 16, 1998
- -------------------------------
Michael Shannon
</TABLE>
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<PAGE> 8
INDEX TO 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.
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -----------
<S> <C>
3.1 Articles of Incorporation of the Company.(1)
3.2 Articles of Amendment to Articles of Incorporation of the Registrant.(2)
3.3 Articles of Amendment to Articles of Incorporation of the Registrant.(2)
3.4 Articles of Amendment to Articles of Incorporation of the Registrant.(4)
3.5 Amended and Restated Bylaws of the Registrant.(5)
4.1 Form of Stock Certificate.(1)
4.2 Rights Agreement dated January 15, 1998, between the Company and ChaseMellon Shareholder Services,
L.L.C. which includes the Certificate of Designations for the Series A Junior Participating Preferred
Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase
Shares as Exhibit C.(6)
5 Opinion of Jackson Walker L.L.P.*
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.*
23.3 Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as Exhibit
5).*
24 Power of Attorney (included in Part II hereof)*
99 Employee Compensation Agreement dated November 1, 1994 between Darrell Campbell and TCA Cable TV,
Inc.(3)
</TABLE>
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* Filed herewith.
(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) Previously filed as an exhibit to Registrant's Form 10-K for the
fiscal year ended October 31, 1993, filed January 27, 1994 and
incorporated by reference herein.
(5) Previously filed as an exhibit to the Registrant's Form 10-K for the
fiscal year ended October 31, 1997, filed January 27, 1998 and
incorporated herein by reference.
(6) Previously filed as an exhibit to the Registrant's Form 8-K filed
January 22, 1998 and incorporated herein by reference.
<PAGE> 1
EXHIBIT 5
OPINION OF JACKSON WALKER L.L.P.
March 16, 1998
TCA Cable TV, Inc.
3015 SSE Loop 323
Tyler, Texas 75701
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 the offering and sale of up to 5,000 shares
of the Company's Common Stock, par value $0.10 per share (the "Shares"), in
respect of that certain Employment Compensation Agreement dated November 1,
1994 between Darrell Campbell and the Company (the "Agreement"). A
Registration Statement on Form S-8 covering the offering and sale of the Shares
(the "Registration Statement") is expected to be filed with the Securities and
Exchange Commission (the "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 Company's Articles of Incorporation, as
amended, the Bylaws of the Company and a copy of the Agreement. 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 sold by the Company in respect of the Agreement, will be validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 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.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
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 dated
January 15, 1998, on our audits of the consolidated financial statements of the
Company as of October 31, 1997 and 1996, and for the three years in the period
ended October 31, 1997, which report is included in the Company's Annual Report
on Form 10-K.
Coopers & Lybrand L.L.P.
Dallas, Texas
March 16, 1998
