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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 1)*
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
VANGUARD CELLULAR SYSTEMS, INC.
[CAPTION]
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<CAPTION>
NORTH CAROLINA 56-1549590
<S> <C>
(I.R.S. Employer Identification
(State of incorporation) No.)
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2002 PISGAH CHURCH ROAD, SUITE 300
GREENSBORO, NORTH CAROLINA 27455
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
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NAME OF EACH EXCHANGE ON WHICH
EACH CLASS IS TO BE REGISTERED
TITLE OF EACH CLASS TO BE SO
REGISTERED
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
CLASS A
COMMON STOCK
(Title of Class)
PLEASE ADDRESS ALL CORRESPONDENCE TO:
DORIS R. BRAY, ESQ.
SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.
POST OFFICE BOX 21847
GREENSBORO, NORTH CAROLINA 27420
(910) 370-8800
*Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, this
Amendment is filed for the purpose of updating the description of the
securities of the Registrant.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
DESCRIPTION OF REGISTRANT'S SECURITIES
The statements made under this caption include summaries of certain
provisions contained in the Registrant's articles of incorporation and bylaws.
These statements do not purport to be complete and are qualified in their
entirety by reference to such articles of incorporation and bylaws.
The authorized capital stock of the Registrant consists of 60,000,000
shares of Class A Common Stock par value $.01 per share, 30,000,000 shares of
Class B Common Stock, par value $.01 per share, and 1,000,000 shares of
Preferred Stock par value $.01 per share. As of June 30, 1994, 38,559,675 shares
of Class A Common Stock were issued and outstanding (as adjusted by a
three-for-two stock split effected by means of a stock dividend paid August 24,
1994) in the names of approximately 1,200 holders of record, and no shares of
Class B Common Stock or Preferred Stock were issued and outstanding.
CLASS A COMMON STOCK
Holders of the Registrant's Class A Common Stock are entitled ratably,
share for share, to such dividends as may be declared upon the Class A Common
Stock by the Board of Directors and, upon any liquidation of the Registrant, to
participate ratably in the distribution of any corporate assets remaining after
payment of all debts and the liquidation preferences, if any, of Preferred Stock
that then may be issued and outstanding. However, the Registrant entered into a
Loan Agreement as of April 21, 1993, with a group of banks led by The Bank of
New York and the Toronto-Dominion Bank which substantially prohibits the payment
of dividends or other distributions with respect to the Class A Common Stock.
Holders of the Registrant's Class A Common Stock are entitled to one vote
per share on all matters submitted to a vote of holders of Class A Common Stock.
No holder of Class A Common Stock of the Registrant is entitled as a matter of
right to subscribe for or to purchase any shares of stock or any security
convertible into shares of stock of any class of the Registrant. Each
outstanding share of Class A Common Stock is validly issued, fully paid and
nonassessable.
CLASS B COMMON STOCK AND PREFERRED STOCK
The Board of Directors has the authority, without any vote or action by the
shareholders, to issue Class B Common Stock and/or Preferred Stock. The
Registrant's articles of incorporation provide that the Class B Common Stock
would have the same characteristics as the Class A Common Stock, except that the
holders of Class B Common Stock would be entitled to one-tenth of one vote per
share, voted as a single class with the Class A Common Stock, except as required
by law. Under North Carolina law, the holders of Class B Common Stock generally
would have the right to vote as a class on amendments to the articles of
incorporation that would increase or decrease the authorized number of shares of
the class, effect an exchange or reclassification of their shares for shares of
another class, or change the designation, rights, preferences or limitations of
the class on a plan of merger if the plan contains a provision that, if
contained in a proposed amendment to articles of incorporation, would give rise
to the right to vote, except where the consideration to be received in exchange
for the shares consists solely of cash, and on a plan of share exchange if the
shares are to be acquired in the exchange. Issuance of Class B Common Stock
could have the effect of acting as an anti-takeover device to delay or prevent a
change of control of the Registrant.
The Board of Directors has authority to issue Preferred Stock with such
designations, preferences, qualifications, privileges, limitations,
restrictions, options, conversion or exchange rights and other special or
relative rights as the Board of Directors shall from time to time fix by
resolution, which could adversely affect the voting powers of the holders of
Common Stock. Issuance of the Preferred Stock could have the effect of acting as
an anti-takeover device to delay or prevent a change of control of the
Registrant.
CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS
A provision of the Registrant's articles of incorporation requires the
holders of at least 66 2/3% of the outstanding shares of stock of the Registrant
then entitled to vote in elections of directors or a majority of the
"disinterested" members of the Board of Directors to approve certain major
corporate transactions involving the Registrant and a holder of 10% or more of
any class of equity security of the Registrant ("Interested Shareholder") or the
affiliate of an Interested Shareholder, including a merger or consolidation with
the Interested Shareholder or the sale, lease or exchange of substantially all
of the assets of the Registrant or of the Interested Shareholder to the other,
or any dissolution of the Registrant. "Disinterested" directors are directors
who are neither Interested Shareholders nor affiliated with any Interested
Shareholder. In addition, the Registrant's bylaws permit (i) directors to be
removed only upon the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of the Registrant's capital stock entitled to vote generally
in the election of directors and (ii) newly created directorships and
vacancies caused by any reason to be filled only by the vote
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of the majority of directors then in office or by the shareholders. Both the
Articles of Incorporation and the bylaws require the affirmative vote of the
holders of at least 66 2/3% of the outstanding shares of capital stock of the
Registrant entitled to vote generally in the election of directors
to amend these provisions. These provisions could make it more
difficult for a third party to acquire control of the Registrant.
The Board of Directors of the Registrant is divided into three classes,
with one class elected annually by the shareholders to a three-year term. The
effect of the staggered Board of Directors is to negate substantially the
possibility of minority shareholders' obtaining representation on the Board of
Directors. The holders of common stock of the Registrant do not have the right
to vote cumulatively in the election of directors.
FCC RESTRICTIONS
The transfer of shares of Class A and Class B Common Stock may, in certain
circumstances, be subject to provisions of the Communications Act of 1934, as
amended, and rules and policies requiring prior FCC approval of the transfer of
control of cellular licensees, restricting the percentage of alien ownership of
such licensees, limiting the ownership of interests in cellular systems serving
the same area, and establishing other licensee qualifications.
TRANSFER AGENT AND REGISTRAR
First Union National Bank, Charlotte, North Carolina, is the transfer agent
and registrar for the Class A Common Stock.
ITEM 2. EXHIBITS.
None.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Registrant has duly caused this amendment to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
VANGUARD CELLULAR SYSTEMS, INC.
By: /s/ STEPHEN L. HOLCOMBE
STEPHEN L. HOLCOMBE,
SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
DATE: SEPTEMBER 30, 1994
