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As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 333-
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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CENTURY COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
New Jersey 06-1158179
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 Locust Avenue
New Canaan, Connecticut 06840
(Address of registrant's principal executive offices) (Zip Code)
Century Communications Corp.
1992 Management Equity Incentive Plan
(Full title of the plan)
Bernard P. Gallagher
Century Communications Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
(Name and address of agent for service)
(203) 972-2000
(Telephone number, including area code, of agent for service)
Copies to:
David Z. Rosensweig David F. Kroenlein
Leavy Rosensweig & Hyman Whitman Breed Abbott & Morgan LLP
11 East 44th Street 200 Park Avenue
New York, New York 10017 New York, New York 10166
(212) 983-0400 (212) 351-3000
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to be Offering Price Aggregate Amount of
to be Registered Registered(2) Per Unit (1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par 500,000 shares $15.40625 $7,703,125 $2,272.42
value $.01 per share ....
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(1) Calculated pursuant to Rule 457(c) and 457(h)(1) based on the average of
the high and low prices reported for the Class A Common Stock as quoted on
NASDAQ on April 24, 1998; such estimate has been made solely for the
purpose of calculating the registration fee as the actual offering price is
unknown.
(2) Together with an indeterminate number of shares which may be necessary to
adjust the number of shares of Class A Common Stock reserved for issuance
pursuant to the 1992 Management Equity Incentive Plan, as the result of a
stock split, stock dividend, reclassification, recapitalization or similar
adjustment(s) of the Class A Common Stock of Century Communications Corp.
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REGISTRATION OF ADDITIONAL SECURITIES
This registration is for additional securities of the same class as
other securities for which a Form S-8 registration statement relating to the
same employee benefit plan is effective.
This Form S-8 registration statement incorporates by reference the
contents of the earlier Form S-8 registration statement (File No. 33-50769)
relating to Century Communications Corp.'s 1992 Management Equity Incentive
Plan, filed with the Securities and Exchange Commission on October 23, 1993.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:
(a) The Annual Report of Century Communications Corp., a New Jersey
corporation (the "Company") on Form 10-K for the fiscal year ended May
31, 1997;
(b) The Quarterly Reports of the Company on Form 10-Q for each of
the Fiscal quarters ended August 31, 1997, November 30, 1997 and
February 28, 1998; and
(c) The Current Report of the Company on Form 8-K filed with the
Commission on December 10, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of the Registration Statement from the
date of filing of such documents.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
- ------- -------
3(a) Restated Certificate of Incorporation of the Company. Incorporated
herein by reference to Exhibit 6(a)(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28, 1990.
(b) Amendment to Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to Exhibit 6(a)(i) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended November 30,
1990.
(c) By-laws of the Company, as amended. Incorporated herein by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1995.
5 Opinion of Leavy Rosensweig & Hyman re legality, including consent of
such counsel.
23(a) Consent of Deloitte & Touche LLP
(b) The consent of Leavy Rosensweig & Hyman is contained in the opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney (see Page II-1 hereof)
99 The 1992 Management Equity Incentive Plan. Incorporated herein by
reference to Exhibit 10(x)(1) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1992.
- 2 -
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Town of New Canaan, State of Connecticut, on the 29th
day of April, 1998.
CENTURY COMMUNICATIONS CORP.
By /s/ Bernard P. Gallagher
.................................
Bernard P. Gallagher,
President and
Chief Operating Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Leonard Tow, Bernard P. Gallagher,
Scott N. Schneider and David Z. Rosensweig his true and lawful attorneys-in-fact
and agents with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
such attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons, in the capacities indicated on April 29, 1998.
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Name Title
---- -----
<S> <C>
/s/ Leonard Tow Chairman of the Board, Chief Executive Officer
.............................. and Director (principal executive officer)
Leonard Tow
/s/ Scott N. Schneider Chief Financial Officer, Senior Vice President,
.............................. Treasurer and Director (principal accounting
Scott N. Schneider officer)
/s/ Bernard P. Gallagher President, Chief Operating Officer and Director
..............................
Bernard P. Gallagher
Director
..............................
William M. Kraus
/s/ David Z. Rosensweig Director
..............................
David Z. Rosensweig
/s/ Michael G. Harris Director
..............................
Michael G. Harris
/s/ Daniel E. Gold Director
..............................
Daniel E. Gold
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<S> <C>
/s/ Claire Tow Director
..............................
Claire Tow
______________________________ Director
David Ross Miller
______________________________ Director
John P. Cole, Jr.
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT PAGE NO.
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<S> <C> <C>
3(a) Restated Certificate of Incorporation of the Company. Incorporated
herein by reference to Exhibit 6(a)(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended February 28, 1990.
(b) Amendment to Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to Exhibit 6(a)(i) to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended November 30,
1990.
(c) By-laws of the Company, as amended. Incorporated herein by reference to
Exhibit 3(b) to the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1995.
5 Opinion of Leavy Rosensweig & Hyman re legality, including consent of
such counsel.
23(a) Consent of Deloitte & Touche LLP
(b) The consent of Leavy Rosensweig & Hyman is contained in the opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney (see Page II-1 hereof)
99 The 1992 Management Equity Incentive Plan. Incorporated herein by
reference to Exhibit 10(x)(1) to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1992.
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Exhibit 5
[LETTERHEAD LEAVY ROSENSWEIG & HYMAN]
April 27, 1998
Century Communications Corp.
50 Locust Avenue
New Canaan, CT 06840
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
being filed by Century Communications Corp., a New Jersey corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to 500,000 shares of Class A Common Stock, par
value $.01 per share (the "Shares"), of the Company.
We have examined originals, or photostatic or certified copies, of such
records of the Company, certificates of officers of the Company and of public
officials and such other documents as we have deemed relevant and necessary as
the basis for the opinions set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the Shares registered for issuance pursuant
to the Registration Statement have been duly authorized for issuance and, when
issued as contemplated by the Registration Statement, will be validly issued,
fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm appearing under the
caption "Legal Matters" in the Prospectus that forms
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Century Communications Corp.
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a part of the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the General Rules and Regulations of the
Commission.
Very truly yours,
Leavy Rosensweig & Hyman
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Leavy Rosensweig & Hyman
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Century Communications Corp. 1992 Management Equity Incentive Plan on Form S-8
of our report dated August 4, 1997, appearing in the Annual Report on Form 10-K
of Century Communications Corp. and subsidiaries for the year ended May 31,
1997.
Deloitte & Touche LLP
Stamford, Connecticut
April 27, 1998
