<PAGE>
As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMNET CELLULAR INC.
---------------------
(Exact name of issuer as specified in its charter)
Colorado 84-0924904
-------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5990 Greenwood Plaza Blvd., Englewood, Colorado 80111
- ----------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
OMNIBUS STOCK AND INCENTIVE PLAN
--------------------------------
(Full Title of Plan)
Amy M. Shapiro, Esq.
Senior Vice President and General Counsel
CommNet Cellular Inc.
5990 Greenwood Plaza Boulevard
Englewood, Colorado 80111
-------------------------
(Name and address of agent for service)
(303) 694-3234
--------------
(Telephone number, including area code, of agent for service)
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Title of each class of Proposed maximum maximum aggregate Amount of
securities to be Amount to be offering price per offering registration
registered registered share price fee
====================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $.001 par
value per share 1,090,745 $26.8125* $29,245,600* $10,085
====================================================================================================================================
</TABLE>
_____________________________
* Estimated, pursuant to Rule 457(c), solely for the purpose of calculating the
registration fee based on the average of the high and low prices reported on the
Nasdaq National Market on November 30, 1995.
<PAGE>
This Registration Statement is filed in accordance with the provisions of
General Instruction E to Form S-8. Pursuant thereto, the contents of the
Registrant's earlier Registration Statement on Form S-8 (Registration No. 33-
47755) are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
*5.1 Opinion of Amy M. Shapiro, regarding the legality of the Common
Stock being registered.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Amy M. Shapiro (included in the opinion filed as
Exhibit 5.1).
____________________
* Filed herewith.
II-1
<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 Englewood, State of Colorado, on December 4, 1995.
COMMNET CELLULAR INC.
By: /s/ ARNOLD C. POHS
------------------
Arnold C. Pohs, President
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------ --------------------------------------- ----------------
<S> <C> <C>
/s/ ARNOLD C. POHS Chairman of the Board, President December 4, 1995
- ------------------------ and Chief Executive Officer
Arnold C. Pohs (Principal Executive Officer)
/s/ DANIEL P. DWYER Vice President-Finance, Treasurer, December 4, 1995
- ------------------------ Chief Financial Officer and Director
Daniel P. Dwyer (Principal Financial Officer)
/s/ ANDREW J. GARDNER Assistant Vice President-Accounting/Tax December 4, 1995
- ------------------------ (Principal Accounting Officer)
Andrew J. Gardner
/s/ JOHN E. HAYES, JR. Director December 4, 1995
- ------------------------
John E. Hayes, Jr.
/s/ ROBERT J. PADEN Director December 4, 1995
- ------------------------
Robert J. Paden
/s/ DAVID E. SIMMONS Director December 4, 1995
- ------------------------
David E. Simmons
</TABLE>
II-2
<PAGE>
Exhibit 5.1
December 4, 1995
CommNet Cellular Inc.
5990 Greenwood Plaza Boulevard, Suite 300
Englewood, CO 80111
Re: Registration Statement on Form S-8 covering offering of 1,090,745 shares
of Common Stock of CommNet Cellular Inc.
Ladies and Gentlemen:
I am General Counsel for CommNet Cellular Inc., a Colorado corporation
(the "Company"), and in such capacity have examined the Company's Registration
Statement on Form S-8 (the "Registration Statement"), being filed with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of the offering of a maximum of 1,090,745
shares (the "Shares") of the Company's Common Stock, to be issued pursuant to
the Company's Omnibus Stock and Incentive Plan (the "Plan"). I am familiar with
the proceedings undertaken by the Company in connection with the authorization
of the Plan and the authorization, issuance and sale of the Shares.
Additionally, I have examined such questions of law and fact as I have
considered necessary or appropriate for purposes of this opinion.
Based on the foregoing, I am of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor as
contemplated by the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to your filing this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ AMY M. SHAPIRO
Amy M. Shapiro
Senior Vice President
and General Counsel
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Omnibus Stock and Incentive Plan of our report dated
December 2, 1994, with respect to the consolidated financial statements and
schedules of CommNet Cellular Inc. included in its Annual Report (Form 10-K), as
amended, for the year ended September 30, 1994, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
December 1, 1995
