SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VANGUARD CELLULAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1549590
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Address of Principal Executive Offices) (Zip Code)
VANGUARD CELLULAR SYSTEMS, INC.
AMENDED AND RESTATED 1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
RICHARD C. ROWLENSON, GENERAL COUNSEL
Vanguard Cellular Systems, Inc.
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Name and address of agent for service)
(910) 282-3690
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
to be Amount to be Price Offering Amount of
registered Registered Per Share* Price* Registration Fee
Class A 3,000,000 shares $14.3125 $42,937,500 $13,011.36*
Common Stock,
par value
$.01 per
share
</TABLE>
*Pursuant to Rule 457(h), the average of the high and low
price of the Class Common Stock as reported on NASDAQ's
National Market System on July 28, 1997 has been used to
calculate the amount of the registration fee.
Approximate date of sale to the public: Upon
effectiveness of this Registration Statement.
<PAGE>
Registration of Additional Shares
This Registration Statement on Form S-8 covers 3,000,000
additional shares of the Class A Common Stock, par value $.01 per
share, (the "Common Stock") of Vanguard Cellular Systems, Inc.
(the "Registrant") issuable pursuant to amendments adopted in
1997 to the Registrant's Amended and Restated 1994 Long-Term
Incentive Plan (the "Plan"). The contents of the Registrant's
Form S-8 Registration Statement (No. 33-53559), previously filed
with the Securities and Exchange Commission, are hereby
incorporated by reference.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Greensboro, State of North Carolina, on August 29,
1997.
VANGUARD CELLULAR SYSTEMS, INC.
By: /s/ Haynes G. Griffin
Haynes G. Griffin, Chairman of the Board
and Co-Chief Executive Officer
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.
Signature Title Date
/s/ Haynes G. Griffin Chairman of the Board, August 29, 1997
Haynes G. Griffin Co-Chief Executive Officer
and Director
/s/ Stephen R. Leeolou President, Co-Chief August 29, 1997
Stephen R. Leeolou Executive Officer and Director
/s/ L. Richardson Preyer, Jr. Executive Vice President, August 29, 1997
L. Richardson Preyer, Jr. Treasurer and Director
/s/ Stephen L. Holcombe Executive Vice President and August 29, 1997
Stephen L. Holcombe Chief Financial Officer (Chief
Accounting Officer)
/s/ Doris R. Bray Director August 29, 1997
Doris R. Bray
/s/ Stuart S. Richardson Director August 29, 1997
Stuart S. Richardson
/s/ Robert A. Silverberg Director August 29, 1997
Robert A. Silverberg
3
<PAGE>
/s/ F. Cooper Brantley Director August 29, 1997
F. Cooper Brantley
/s/ L. Richardson Preyer, Sr. Director August 29, 1997
L. Richardson Preyer, Sr.
/s/ Robert M. DeMichele Director August 29, 1997
Robert M. DeMichele
4
EXHIBITS
Index to Exhibits
Exhibit
No. Description
5 Opinion of Schell Bray Aycock Abel & Livingston
P.L.L.C.
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Prasetio, Utomo & Co.
23(c) Consent of KPMG Peat Marwick
23(d) Consent of KPMG Peat Marwick, LLP
23(e) The consent of Schell Bray Aycock Abel &
Livingston P.L.L.C. is contained in its opinion
filed as Exhibit 5.
*99(a) Amended and Restated 1994 Long-Term Incentive Plan
of the Registrant, filed as Exhibit 10(a)(18) to
the Registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.
*Incorporated by reference to the report indicated
5
<PAGE>
Exhibit 5
September 2, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Vanguard Cellular Systems, Inc.
Registration Statement on Form S-8
Gentlemen:
We have represented Vanguard Cellular Systems, Inc. (the
"Registrant"), a North Carolina corporation, in connection with
the registration of an additional 3,000,000 shares of Common
Stock (the "Shares") issuable pursuant to the Registrant's
Amended and Restated 1994 Long-Term Incentive Plan (the "Plan").
In connection with this Plan, we have examined the
Registrant's Charter and Bylaws, as amended, the Registration
Statement on Form S-8 with respect to such shares, the Plan and
such corporate records of the Registrant and questions of law as
we have deemed relevant for the purpose of this opinion. Based
upon such review, we are of the opinion that:
1. All necessary corporate action has been taken to
authorize the issuance of the Shares pursuant to the
Plan.
2. When duly issued in accordance with the Plan as
contemplated by the Registration Statement, the Shares
will be validly issued, fully paid and nonassessable
shares of Common Stock of the Registrant.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. This consent is not to be
construed as an admission that we are a person whose consent is
required to be filed with the Registration Statement under the
provisions of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Schell Bray Aycock Abel & Livingston P.L.L.C.
SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.
<PAGE>
Exhibit 23(a)
Consent of Independent Public Accountants
To Vanguard Cellular Systems, Inc.:
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated November 18,
1996, February 26, 1997 and March 17, 1997 included in Vanguard Cellular
Systems, Inc.'s Form 10-K for the year ended December 31, 1996 and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Greensboro, North Carolina,
August 29, 1997
Exhibit 23.b
Consent of Independent Public Accountants
To Vanguard Cellular Systems, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 24, 1997
included in Vanguard Cellular Systems, Inc.'s Form 10-K for the year ended
December 31, 1996 and to all references to our Firm included in this
registration statement.
PRASETIO, UTOMO & CO.
/s/ Prasetio, Utomo & Co.
Jakarta, Indonesia
August 29, 1997
Exhibit 23(c)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vanguard Cellular Systems, Inc.
We consent to incorporation by reference in the registration statement on
Form S-8 of Vanguard Cellular Systems, Inc. (Amended and Restated 1994 Long-
Term Incentive Plan) of our report dated April 17, 1997, relating to the
consolidated balance sheets of Syarikat Telefon Wireless (M) Sdn Bhd and
subsidiary as of December 31, 1995 and 1996, and the related consolidated
profit and loss accounts, statements of stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1996,
which report appears in the December 31, 1996 annual report on Form 10-K/A
of Vanguard Cellular Systems, Inc.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Kuala Lumpur
August 29, 1997
Exhibit 23(d)
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vanguard Cellular Systems, Inc.
We consent to incorporation by reference in the registration statement on
Form S-8 of Vanguard Cellular Systems, Inc. (Amended and Restated 1994 Long-
Term Incentive Plan) of our report dated April 17, 1997, relating to the
consolidated balance sheets of International Wireless Communications Holdings,
Inc. and subsidiary as of December 31, 1995 and 1996, and the related
consolidated statements of operations, stockholders' equity (deficit),
and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the December 31, 1996 annual
report on Form 10-K/A of Vanguard Cellular Systems, Inc.
/s/ KPMG Peat Marwick, LLP
San Jose, California
August 29, 1997
