<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 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
------------------------------------
TCA CABLE TV, INC.
(Exact name of registrant as specified in its charter)
TEXAS 75-1798185
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
TCA CABLE TV, INC.
3015 SSE LOOP 323
TYLER, TEXAS 75701
(Address of principal executive offices) (Zip Code)
------------------------------------
TCA CABLE TV, INC.
SECOND AMENDED AND RESTATED
INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
------------------------------------
FRED R. NICHOLS
3015 SSE LOOP 323
TYLER, TEXAS 75701
(903) 595-3701
(Name, Address, including zip code and telephone
number, including area code, of agent of 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>
========================================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share(1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.10 par value
(including the
related preferred
share purchase rights) 330,000 Shares $60.0625 $19,820,625.00 $5,848.00
========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rules 457(c) and 457(h), the offering price and
registration fee are computed on the basis of the average of the high
and low prices of the Common Stock, as reported by the Nasdaq National
Market System on April 27, 1998.
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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:
(a) Annual Report of the Company on Form 10-K for the year
ended October 31, 1997 (the "Annual Report");
(b) 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;
(c) Description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (No. 2-88892), effective as of March
17, 1984; and
(d) Description of Preferred Share Purchase Rights contained
in the Company's Registration Statement on Form 8-A filed with the
Commission on January 22, 1998.
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 Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all of the Common Stock offered hereunder has been sold or which
deregisters all of such Common Stock then remaining unsold, 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 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 such 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Texas corporation and the Texas Business Corporation
Act ("TBCA") empowers a corporation organized thereunder to indemnify its
directors and officers or former directors and officers and to purchase
insurance with respect to liability arising out of their capacity or status as
directors and officers.
Reference is made to Article IX and Article VII, Section 8 of the
Company's Articles of Incorporation and Bylaws, respectively, which provide for
indemnification of officers and directors except as to certain circumstances and
except as provided by applicable law.
2
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Additionally, Article XIII of the Company's Articles of Incorporation
limits the liability of directors of the Company to the Company or its
stockholders (in their capacity as directors but not in their capacity as
officers) to the fullest extent permitted by the TBCA. The effect of such
Article XIII (based on the TBCA as of the date of this Registration Statement)
is that the directors of the Company will not be personally liable for monetary
damages for breach of a director's fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for a transaction
from which a director received an improper benefit whether or not the benefit
resulted from an action taken within the scope of the director's office, or (iv)
for an act related to an unlawful stock repurchase or payment of a dividend.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission, such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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 of Exhibit
- ------- ----------------------
<S> <C>
4.1 Articles of Incorporation of the Registrant.(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 Articles of Amendment to Articles of Incorporation of the Registrant.(3)
4.5 Amended and Restated Bylaws of the Registrant.(4)
4.6 Form of Common Stock Certificate.(1)
4.7 Rights Agreement, dated January 15, 1998, between the
Registrant and Chase Mellon 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.(5)
5 Opinion of Jackson Walker L.L.P.*
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.*
</TABLE>
3
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<TABLE>
<S> <C>
23.2 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 TCA Cable Second Amended and Restated Incentive Stock Option Plan.(6)
</TABLE>
- ------------------
* Filed herewith.
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516, filed with the Securities and
Exchange Commission (the "Commission") on 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 filed with the Commission on
May 16, 1988, and incorporated herein by reference.
(3) Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
fiscal year ended October 31, 1993, filed with the Commission on
January 27, 1994 and incorporated herein by reference.
(4) Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
fiscal year ended October 31, 1997, filed with the Commission on
January 27, 1998 and incorporated herein by reference.
(5) Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
001-11478 filed with the Commission on January 22, 1998 and
incorporated herein by reference.
(6) Previously filed as Appendix A to the Registrant's Proxy Statement
filed with the Commission on February 24, 1998 and incorporated by
reference herein.
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 of 1933, as amended;
(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 a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective 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
4
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Company pursuant to Section 13 or Section 15(d) of the Exchange Act of
1934, as amended, that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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 of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act of 1934, as amended, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to 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, as amended, 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 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.
5
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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 29th day of April,
1998.
TCA CABLE TV, INC.
By: /s/ Fred R. Nichols
--------------------------------------------
Fred R. Nichols, Chief Executive Officer,
Chairman of the Board 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.
6
<PAGE> 7
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 April 29, 1998
- -------------------------- Board and President
Fred R. Nichols (Principal Executive Officer)
/s/ Jimmie F. Taylor Vice President, Chief Financial Officer and April 29, 1998
- -------------------------- Treasurer
Jimmie F. Taylor (Principal Accounting and Financial Officer)
/s/ Fred W. Smith Director April 29, 1998
- --------------------------
Fred W. Smith
/s/ Wayne J. McKinney Director April 29, 1998
- --------------------------
Wayne J. McKinney
/s/ Ben R. Fisch, M.D. Director April 29, 1998
- --------------------------
Ben R. Fisch, M.D.
/s/ Randall K. Rogers Director April 29, 1998
- --------------------------
Randall K. Rogers
/s/ A. W. Riter, Jr. Director April 29, 1998
- --------------------------
A. W. Riter, Jr.
/s/ James F. Ackerman Director April 29, 1998
- --------------------------
James F. Ackerman
/s/ Darrell Campbell Director April 29, 1998
- --------------------------
Darrell Campbell
/s/ Robert B. Holland, III
- -------------------------- Director April 29, 1998
Robert B. Holland, III
/s/ Michael Shannon Director April 29, 1998
- --------------------------
Michael Shannon
</TABLE>
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
- ------- -------
<S> <C>
4.1 Articles of Incorporation of the Registrant.(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 Articles of Amendment to Articles of Incorporation of the Registrant.(3)
4.5 Amended and Restated Bylaws of the Registrant.(4)
4.6 Form of Common Stock Certificate.(1)
4.7 Rights Agreement, dated January 15, 1998, between the Registrant and
Chase Mellon 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.(5)
5 Opinion of Jackson Walker L.L.P.*
15 None.
23.1 Consent of Coopers & Lybrand, L.L.P.*
23.2 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 TCA Cable Second Amended and Restated Incentive Stock Option Plan.(6)
</TABLE>
- ------------------
* Filed herewith.
(1) Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-1, File No. 2-76516, filed with the Securities and
Exchange Commission (the "Commission") on 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 filed with the Commission on
May 16, 1988, and incorporated herein by reference.
(3) Previously filed as Exhibit 3(d) to the Registrant's Form 10-K for the
fiscal year ended October 31, 1993, filed with the Commission on
January 27, 1994 and incorporated herein by reference.
(4) Previously filed as Exhibit 3.5 to the Registrant's Form 10-K for the
fiscal year ended October 31, 1997, filed with the Commission on
January 27, 1998 and incorporated herein by reference.
(5) Previously filed as Exhibit 1 to the Registrant's Form 8-K, File No.
001-11478 filed with the Commission on January 22, 1998 and
incorporated herein by reference.
(6) Previously filed as Appendix A to the Registrant's Proxy Statement
filed with the Commission on February 24, 1998 and incorporated by
reference herein.
8
<PAGE> 1
EXHIBIT 5
OPINION AND CONSENT OF JACKSON WALKER L.L.P.
<PAGE> 2
April 29, 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 330,000 shares
of the Company's Common Stock, par value $0.10 per share (the "Shares"), which
Shares are issuable upon the exercise of Options ("Options") granted or to be
granted from time to time to eligible persons pursuant to the provisions of the
TCA Cable TV, Inc. Second Amended and Restated Incentive Stock Option Plan (the
"Plan"). 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 Plan. 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
and the accompanying Preferred Share Purchase Rights, when issued by the Company
in accordance with the terms of the Plan and the Options for consideration
having not less than the par value thereof, 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,
Jackson Walker L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF COOPERS & LYBRAND L.L.P.
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this 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
April 29, 1998
