<PAGE>
Registration No.333-________
As filed with the Securities and Exchange Commission on August 24, 1999.
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 registrant as specified in its charter)
Colorado 84-0924904
-------- ----------
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
8350 East Crescent Parkway, Suite 400
Englewood, Colorado 80111
-------------------------
(Address, including zip code of Principal Executive Offices)
COMMNET CELLULAR INC. DIRECTOR COMPENSATION PLAN
------------------------------------------------
(Full Title of the Plan)
James Everson, Esq.
Vice President and General Counsel
CommNet Cellular Inc.
8350 East Crescent Parkway, Suite 400
Englewood, Colorado 80111
(303) 694-3234
---------------
(Name, address and telephone number,
including area code, of agent for service)
__________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price per aggregate offering registration
registered Share price Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 9,000 $30.844* $277,594* $78
par value per share
========================================================================================================
</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 selling prices
reported on the Nasdaq National Market on August 17, 1999.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998, filed December 29, 1998;
(2) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1998, filed on February 12, 1999;
(3) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1999, filed on May 14, 1999;
(4) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1999, filed on August 16, 1999;
(5) all other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares to which
this Prospectus relates; and
(6) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed October 6, 1986.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein (an "Incorporated Document") shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any other subsequently filed Incorporated
Document or in an accompanying prospectus supplement modifies or supersedes such
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.
Article IX of the Registrant's Amended and First Restated Articles of
Incorporation provides in part:
B. The Corporation shall, to the fullest extent permitted by applicable
law, (i) indemnify, and (ii) advance litigation expenses prior to the final
disposition of an action, to any person made or threatened to be made a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Corporation or served any other enterprise as a director or
officer at the request of the Corporation and such rights of indemnification and
to advancement of litigation expenses shall also be applicable to the heirs,
executors, administrators and legal representatives of such director or officer.
2
<PAGE>
C. The foregoing provisions of Article IX shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this Article IX is in effect, and any repeal or
modification hereof shall not affect the rights or obligations then or therefore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such stated facts.
D. The foregoing rights to indemnification and to advancement of
litigation expenses shall not be deemed exclusive of any other rights to which a
director or officer or his or her legal representatives may be entitled apart
from the provisions of this Article IX.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 CommNet Cellular Inc. Director Compensation Plan.
5.1 Opinion of Ireland, Stapleton, Pryor & Pascoe, P.C., regarding the
legality of the Common Stock being registered.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Ernst & Young LLP, independent auditors.
23.3 Consent of Ireland, Stapleton, Pryor & Pascoe, P.C. (included in
the opinion filed as Exhibit 5.1).
25.1 Power of Attorney (included in Part II of this Registration
Statement under the Caption "Signatures").
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
a. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
c. 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.
d. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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
3
<PAGE>
thereof.
e. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
f. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will be
governed by the final adjudication of such issue.
4
<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 August 20, 1999.
COMMNET CELLULAR INC.
By: /s/ Arnold C. Pohs
---------------------------------------
Arnold C. Pohs, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Arnold C. Pohs Chairman of the Board and August 20, 1999
- ------------------
Arnold C. Pohs Chief Executive Officer
(Principal Executive Officer)
/s/ Andrew J. Gardner Executive Vice President and August 20, 1999
- ---------------------
Andrew J. Gardner Chief Financial Officer
(Principal Financial Officer)
/s/ Randy L. Lazzell Vice President and Controller August 20, 1999
- --------------------
Randy L. Lazzell (Principal Accounting Officer)
/s/ Daniel P. Dwyer President and Chief Operating Officer August 20, 1999
- -------------------
Daniel P. Dwyer
/s/ Mark T. Gallogly Director August 20, 1999
- --------------------
Mark T. Gallogly
Director
- ----------------------
Lawrence H. Guffey
/s/ Simon P. Lonergan Director August 20, 1999
- ---------------------
Simon P. Lonergan
/s/ William J. Ryan Director August 20, 1999
- -------------------
William J. Ryan
Director
- ------------------
John P. Scully
Director
- --------------------
Peter F. Wallace
</TABLE>
5
<PAGE>
EXHIBIT 4.1
Directors Compensation Plan
This Directors Compensation Plan (the "Plan") is adopted by CommNet
Cellular Inc. (the "Corporation") effective as of July 18, 1999 (the "Effective
Date") and is for the exclusive benefit of the Qualifying Directors. The term
"Qualifying Directors" as used herein means any natural person who serves as a
member of the Board of Directors of the Corporation on or after May 29,1998 and
who is not employed by the Corporation or any Affiliate of the Corporation. The
term "Affiliate" means any entity that directly or indirectly controls, is
controlled by, or is under common control with another entity. The following
terms and conditions apply to Qualifying Directors as participants in the Plan.
1. Each Qualifying Director shall be paid a retainer of Three Thousand Seven
Hundred Fifty Dollars U.S. ($3,750.00), for each calendar quarter, or pro rata
portion thereof based upon the days during such quarter, that such Qualifying
Director serves as a Director of the Corporation commencing with the quarter
ending June 30, 1998.
2. Each Qualifying Director shall be paid One Thousand Dollars U.S.
($1,000.00-U.S.) for his/her participation in each meeting of the Board of
Directors, other than regular quarterly meetings, or any committee thereof,
whether conducted in person or telephonically, together with reimbursement for
all travel costs and other out-of-pocket expenses incurred in attending such
meetings commencing with meeting occurring after May 29, 1998.
3. On August 30, 1999, the Corporation shall issue to each Qualifying Director
who was serving as a Director on both May 29, 1998 and May 29, 1999, One
Thousand Five Hundred (1,500) shares of the common stock of the Corporation,
fully paid and non-assessable, which shall be properly registered and shall be
fully marketable at the time of issue.
4. Annually, on the anniversary date of commencement of service as a Director
of the Corporation (the "Anniversary Date"), the Corporation shall issue to each
Qualifying Director who has completed one year of service as a Director of the
Corporation, One Thousand Five Hundred (1,500) shares of the common stock of the
Corporation, fully paid and non-assessable, which shall be properly registered
and shall be fully marketable at the time of issue. Qualifying Directors who are
not serving as a Director of the Corporation on their respective Anniversary
Date shall not receive any distribution of shares under this paragraph or any
pro rated amount of shares. The first such Anniversary Date for Qualifying
Directors serving on or before May 29, 1999, shall be May 29, 2000, and
subsequent Anniversary Dates, if any, shall be May 29 of each year thereafter.
5. The benefits to Qualifying Directors set forth herein may not be assigned,
pledged, hypothecated, or transferred in any other manner by the Qualifying
Director.
6. This Plan is made under, and shall be interpreted in accordance with, the
laws of the State of Colorado.
7. This Plan shall terminate with respect to any Qualifying Director on the
date that such Qualifying Director is no longer a member of the Board of
Directors of the Corporation whether by resignation, death, disability, removal
or otherwise.
<PAGE>
EXHIBIT 5.1
August 20, 1999
CommNet Cellular Inc.
8350 East Crescent Parkway, Suite 400
Englewood, Colorado 80111
Ladies and Gentlemen:
We are counsel to 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 9,000 shares (the "Shares") of the
Company's Common Stock, to be issued pursuant to the Company's Director
Compensation Plan (the "Plan"). We are familiar with the proceedings undertaken
by the Company in connection with the authorization, reservation and
registration of the Shares. Additionally, we have examined such questions of
law and fact as we have considered necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we are 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.
We hereby consent to your filing this Opinion as an exhibit to the Registration
Statement.
Very truly yours,
IRELAND, STAPLETON, PRYOR & PASCOE, P.C.
By: /s/ John Lewis
---------------
Vice President
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
We consent to the incorporation by reference in this registration statement of
CommNet Cellular Inc. on Form S-8 of our report dated December 10, 1998,
appearing in the Annual Report on Form 10-K of CommNet Cellular Inc. for the
year ended September 30, 1998.
/s/ DELOITTE & TOUCHE LLP
Denver, Colorado
August 20, 1999
<PAGE>
EXHIBIT 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement (Form S-8) of our report dated December 5, 1997, with respect to the
consolidated financial statements and schedules of CommNet Cellular Inc. as of
September 30, 1997 and for each of the two years in the period then ended
included in its Annual Report (Form 10-K) for the year ended September 30,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Denver, Colorado
August 20, 1999
