Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
_______________
UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 62-1147325
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Address of Principal Executive Offices) (Zip Code)
United States Cellular Corporation
1994 Employee Stock Purchase Plan
(Full title of the plan)
H. Donald Nelson
President
United States Cellular Corporation
8410 West Bryn Mawr, Suite 700
Chicago, Illinois 60631
(Name and address of agent for service)
(312) 399-8900
(Telephone number, including
area code, of agent for service)
_______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
Common Shares
$1.00 par value 90,000 shares $ 32.125 $ 2,891,250 $ 997
(1) Estimated for the Common Shares solely for the purpose of
calculating the registration fee on the basis of the average
of the high and low prices of the Common Shares of the
Company on the American Stock Exchange on November 4, 1994.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
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Item 2. Registrant Information and Employee Plan Annual Information*
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* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act") and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
-----------------------------------------
The following documents which have heretofore been
filed by United States Cellular Corporation (the "Company" or the
"Registrant"), with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference
herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K as
amended by form 10-K/A-1 as filed on November 7,
1994, for the year ended December 31, 1993;
2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31 and June 30, 1994;
3. The Company's Current Reports on Form 8-K, dated
February 7 and March 30, 1994; and
4. The description of the Common Shares, par value
$1.00 per share ("Common Shares"), of the Company
contained in the Company's Amendment No. 2 on Form
8, dated December 28, 1992, to the Company's
Report on Form 8-A.
All documents, subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment to this Registration Statement 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 made
a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
See Item 3.
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Item 5. Interests of Named Experts and Counsel.
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The legality of the Common Shares offered hereby is
being passed upon for the Company by Sidley & Austin, One First
National Plaza, Chicago, Illinois 60603. The Company is
controlled by Telephone and Data Systems, Inc. ("TDS") and TDS is
controlled by a voting trust. Walter C.D. Carlson, a trustee and
beneficiary of the voting trust and a director of TDS, the
Company and certain other subsidiaries of TDS, Michael G. Hron,
the Secretary of TDS and certain other subsidiaries of TDS,
Stephen P. Fitzell, the Secretary of the Company and certain
other subsidiaries of TDS, and Sherry S. Treston, the Assistant
Secretary of the Company and certain other subsidiaries of TDS,
are partners of Sidley & Austin.
Item 6. Indemnification of Directors and Officers.
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The Company's Restated Certificate of Incorporation
contains a provision providing that no director or officer of the
Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as
a director or officer except for breach of the director's or
officer's duty of loyalty to the Company or its stockholders,
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, unlawful payment of
dividends, unlawful stock redemptions or repurchases and
transactions from which the director or officer derived an
improper personal benefit.
Section 145 of the General Corporation Law of Delaware
permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain
limitations. Article XI of the Company's Restated Certificate of
Incorporation, as amended, contains provisions for the
indemnification of directors, officers and employees of the
Company within the limitations permitted by Section 145.
Section 145 of the General Corporation Law of Delaware
contains provisions permitting (and, in some situations,
requiring) Delaware corporations such as the Company to provide
indemnification to their officers and directors for losses and
litigation expense incurred in connection with, among other
things, their service to the corporation in those capacities.
Among other things, these provisions provide that the Company is
required to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in
the right of the Company) (a "Proceeding") by reason of the fact
that he is or was a director, officer or employee of the Company,
or is or was serving at the request of the Company as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (including service with
respect to any employee benefit plan) against expenses (including
attorney's fees), judgments, fines, ERISA excise taxes, penalties
and amounts paid in settlement actually and reasonably incurred
by him in connection with such Proceeding to the fullest extent
permitted by the Delaware General Corporation Law, as the same
exists or may be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Company to
provide broader indemnification rights than such law permitted
the Company to provide prior to such amendment). These
provisions also provide for the advance payment of fees and
expenses reasonably incurred by the director or officer in
defense of any such Proceeding, subject to reimbursement by the
director or officer if it is ultimately determined that such
officer or director is not entitled to be indemnified by the
Company.
The Company has directors' and officers' liability
insurance which provides, subject to certain policy limits,
deductible amounts and exclusions, coverage for all persons who
have been, are or may in the future be, directors or officers of
the Company, against amounts which such persons must pay
resulting from claims against them by reason of their being such
directors or officers during the policy period for certain
breaches of duty, omissions or other acts done or wrongfully
attempted or alleged.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
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Item 8. Exhibits.
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The exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index. The Plan is not
intended to be qualified under Section 401(a) of the Internal
Revenue Code.
Item 9. Undertakings.
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The Company hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(c) 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 in the Registration Statement;
"Provided", "however", that paragraphs 1.(a) and
1.(b) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such 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.
3. To remove from registration by means of a post-
effective amendment any of the Common Shares being
registered hereby which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any
liability under the Securities Act, each filing of
the Company'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
hereof.
5. That, insofar as indemnification for liabilities
arising under the Securities Act may be permitted
to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification
is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification
against such liabilities (other than the payment
by the Company of expenses incurred or paid by a
director, officer or controlling person of the
Company in the successful defense of any action,
suit or proceeding) is asserted by such director,
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<PAGE>
officer or controlling person in connection with
the securities being registered, the Company 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
Securities Act and will be governed by the final
adjudication of such issue.
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<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 Chicago, State of Illinois, on the 8th day of
November, 1994.
UNITED STATES CELLULAR CORPORATION
By: /s/ H. Donald Nelson
--------------------------------
H. Donald Nelson
President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on the 8th day
of November, 1994.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
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LeRoy T. Carlson, Jr.
/s/ H. Donald Nelson President (Principal Executive
- ------------------------- Officer) and Director
H. Donald Nelson
/s/ LeRoy T. Carlson Director
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LeRoy T. Carlson
/s/ Murray L. Swanson Director
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Murray L. Swanson
/s/ Paul-Henri Denuit Director
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Paul-Henri Denuit
/s/ Allan Z. Loren Director
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Allan Z. Loren
/s/ Walter C.D. Carlson Director
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Walter C.D. Carlson
/s/ Kenneth R. Meyers Vice President - Finance and
- ------------------------ Treasurer (Principal Financial
Kenneth R. Meyers Officer)
/s/ Phillip A. Lorenzini Controller (Principal
- ------------------------ Accounting Officer)
Phillip A. Lorenzini
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<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation, as amended, of
the Company (Incorporated herein by reference to
Exhibit 2(a) to Amendment No. 2 on Form 8 dated
December 28, 1992 to the Company's Report on Form 8-A).
4.2 Restated Bylaws, as amended, of the Company
(Incorporated herein by reference to Exhibit 2(b) to
Amendment No. 2 on Form 8 dated December 28, 1992 to
the Company's Report on Form 8-A).
5 Opinion of Sidley & Austin.
23.1 Consent of Independent Public Accountants.
23.2 Consents of Independent Accountants.
23.3 Consent of Sidley & Austin (contained in Exhibit 5
hereto).
99.1 United States Cellular Corporation 1994 Employee Stock
Purchase Plan.
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EXHIBIT 5
SIDLEY & AUSTIN
ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603
November 8, 1994
United States Cellular Corporation
Suite 700
8410 West Bryn Mawr Avenue
Chicago, Illinois 60631
Re: United States Cellular Corporation
Registration Statement on Form S-8
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Gentlemen:
We are counsel to United States Cellular Corporation, a
Delaware corporation (the "Company"), and have represented the
Company in connection with the Registration Statement on Form S-8
(the "Registration Statement") being filed by the Company with
the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the
offer and sale of 90,000 shares, par value $1.00 per share (the
"Common Shares"), of the Company pursuant to the United States
Cellular Corporation 1994 Employee Stock Purchase Plan (the
"Plan").
In rendering this opinion, we have examined and relied
upon a copy of the Plan and the Registration Statement, including
the related Prospectus dated the date hereof. We have also
examined and relied upon originals, or copies of originals
certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and
other instruments, and examined such questions of law and have
satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.
We have assumed the authenticity of all documents submitted to us
as originals, the genuineness of all signatures, the legal capacity
of all natural persons and the conformity with the original
documents of any copies thereof submitted to us for our
examination.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly
existing under the laws of the State of Delaware; and
2. The Common Shares will be legally issued, fully
paid and nonassessable when: (i) the Registration Statement shall
have become effective under the Securities Act; (ii) the Common
Shares shall have been duly issued and sold in the manner
contemplated by the Plan; and (iii) certificates representing the
Common Shares shall have been duly executed, countersigned and
registered and duly delivered to the purchasers thereof against
payment of the agreed consideration therefor.
<PAGE>
United States Cellular Corporation
November 8, 1994
Page 2
We do not find it necessary for the purposes of this
opinion to cover, and accordingly we express no opinion as to,
the application of the securities or "Blue Sky" laws of the
various states to the sale of the Common Shares.
The Company is controlled by Telephone and Data
Systems, Inc. ("TDS") and TDS is controlled by a voting trust.
Walter C.D. Carlson, a trustee and beneficiary of the voting
trust and a director of TDS, the Company and certain other
subsidiaries of TDS, Michael G. Hron, the Secretary of TDS and of
certain other subsidiaries of TDS, Stephen P. Fitzell, the
Secretary of the Company and certain other subsidiaries of TDS,
and Sherry S. Treston, the Assistant Secretary of the Company and
certain other subsidiaries of TDS, are partners of this Firm.
This opinion is being delivered in connection with the
Registration Statement and, accordingly, may not be utilized for
any other purpose without our prior written consent. We assume
no obligation to update or supplement this opinion to reflect any
facts or circumstances which may hereafter come to our attention
with respect to the opinions expressed above, including any
changes in applicable law which may hereafter occur.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to all references to
our Firm in or made a part of the Registration Statement.
Very truly yours,
SIDLEY & AUSTIN
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of United States Cellular Corporation of our report
dated February 7, 1994 (except with respect to the matters
discussed in the fifth, seventh and eighth paragraphs of Note 3,
as to which the date is October 17, 1994), on the consolidated
financial statements of United States Cellular Corporation and
Subsidiaries, to the incorporation by reference in this Form S-8
Registration Statement of United States Cellular Corporation of our
report dated February 7, 1994 (except with respect to the matters
discussed in the fifth, seventh, and eighth paragraphs of Note 3, as
to which the date is October 17, 1994), on the financial statement
schedules of the Company and to the incorporation by reference in
this Form S-8 Registration Statement of our compilation report dated
February 11, 1994 (except with respect to the matters discussed in
the third, fifth and sixth paragraphs of Note 7, as to which the
date is October 17, 1994), on the combined financial statements of
the Los Angeles SMSA Limited Partnership, the Nashville/Clarksville
MSA Limited Partnership and the Baton Rouge MSA Limited Partnership,
included or incorporated by reference in the United States Cellular
Corporation Form 10-K for the year ended December 31, 1993. We also
consent to all references to our Firm included in this Form S-8
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
November 2, 1994
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Form S-8 Registration Statement of United States Cellular
Corporation of our report, which includes explanatory paragraphs
relating to contingencies, dated February 4, 1994, except for the
information presented in paragraphs three, five and six of Note 9,
as to which the date is October 17, 1994, on our audits of the
financial statements of the Los Angeles SMSA Limited Partnership
as of December 31, 1993 and 1992, and for each of the three years
in the period ended December 31, 1993, included in the United States
Cellular Corporation Annual Report on Form 10-K/A-1 for the year
ended December 31, 1993; such financial statements were not included
separately in such Form 10-K/A-1.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
November 2, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Form S-8 Registration Statement of United States Cellular
Corporation of our reports dated February 11, 1994, February 11,
1993 and February 10, 1992, respectively, on our audits of the financial
statements of the Nashville/Clarksville MSA Limited Partnership
as of December 31, 1993, 1992 and 1991 and for the years ended
December 31, 1993, 1992 and 1991, included in the United States
Cellular Corporation Annual Report on Form 10-K for the year
ended December 31, 1993; such financial statements were not
included separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
November 2, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in
this Form S-8 Registration Statement of United States Cellular
Corporation of our reports dated February 11, 1994, February 11,
1993 and February 10, 1992, respectively, on our audits of the financial
statements of the Baton Rouge MSA Limited Partnership as of
December 31, 1993, 1992 and 1991 and for the years ended December
31, 1993, 1992 and 1991, included in the United States Cellular
Corporation Annual Report on Form 10-K for the year ended
December 31, 1993; such financial statements were not included
separately in such Form 10-K.
COOPERS & LYBRAND L.L.P.
Atlanta, Georgia
November 2, 1994
<PAGE>
EXHIBIT 99.1
UNITED STATES CELLULAR CORPORATION
1994 EMPLOYEE STOCK PURCHASE PLAN
SECTION 1. ESTABLISHMENT; PURPOSE; SCOPE.
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United States Cellular Corporation hereby establishes
the United States Cellular Corporation 1994 Employee Stock
Purchase Plan to encourage and facilitate the purchase of Common
Shares of the Company by eligible employees. The Plan is
intended to provide a further incentive for eligible employees to
promote the best interests of the Controlled Group and an
additional opportunity to participate in its economic progress.
It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" within the meaning of Section 423
of the Internal Revenue Code of 1986, as amended (the "Code"),
and provisions of the Plan shall be construed in a manner
consistent with the Code.
SECTION 2. DEFINITIONS; CONSTRUCTION.
--------------------------
As used in this Plan, as of any time of reference, and
unless the context otherwise requires:
(a) "Affiliate" means any trade or business entity
which is a member of a controlled group with Telephone and Data
Systems, Inc. ("TDS") (as described in Section 414(b) and (c) of
the Code) or is a member of an affiliated service group with TDS
(as described in Section 414(m) of the Code) and any other entity
required to be aggregated with TDS pursuant to final regulations
under Section 414(o) of the Code.
(b) "Board" means the Board of Directors of the
Company as from time to time constituted.
(c) "Common Shares" means the common shares, par
value $1.00 per share, of the Company.
(d) "Company" means United States Cellular
Corporation, a Delaware corporation, and any successor thereto.
(e) "Controlled Group" means the Company and its
Subsidiaries.
(f) "Effective Date" means October 1, 1994.
(g) "Employer" means the Company and any corporation
that is a member of the Controlled Group that adopts the Plan
<PAGE>
with the prior approval of the Company, as evidenced by a
resolution of the Board.
(h) "Fair Market Value" means the average closing
price of a Common Share on the American Stock Exchange on the
twenty business days preceding the date of reference .
(i) "Offering Price" means 85 percent of the Fair
Market Value of a Common Share on the Effective Date, i.e.,
$26.94 (85% x $31.69).
(j) "Participant" means any employee of an Employer
who meets the eligibility requirements of Section 4 and who has
accepted an offer made by the Committee pursuant to Section 6(b)
hereof.
(k) "Plan" means the 1994 Employee Stock Purchase
Plan herein set forth and any amendment or supplement thereto.
(l) "Purchase Date" means December 31, 1995 or
December 31, 1996, as the case may be.
(m) "Subsidiary" means a corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50
percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.
(n) "Termination Date" means December 31, 1996, or
earlier at the discretion of the Board.
The masculine gender, when appearing in this Plan, shall be
deemed to include the feminine gender unless the context clearly
indicates to the contrary. The words "hereof," "herein," and
"hereunder," and other similar compounds of the word "here,"
shall mean and refer to the entire Plan and not to any particular
provision or section of this document.
SECTION 3. ADMINISTRATION.
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This Plan shall be administered by the 1994 Employee
Stock Purchase Plan Committee (hereinafter referred to as the
"Committee"), the members of which shall be two individuals
selected by the Board who do not satisfy the eligibility
requirements of Section 4 hereunder. Pursuant to resolution
approved by the Board, as of the adoption date, the Committee
shall be comprised of LeRoy T. Carlson, Jr. and Murray L.
Swanson. Subject to the express provisions hereof, the Committee
shall have complete authority to interpret this Plan, to
prescribe, amend and rescind rules and regulations relating to it
and to make all other determinations necessary or advisable for
the administration of this Plan. The Committee's determinations
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on the matters referred to in this paragraph shall be conclusive.
No member of the Committee shall be personally liable for any
decision or determination made in good faith under the Plan.
SECTION 4. ELIGIBILITY.
------------
(a) Any employee of an Employer shall be eligible to
participate in the Plan, provided he has at least six (6) months
of continuous service with an Employer immediately prior to
January 1, 1995. For the sole purpose of calculating length of
service under the Plan, employees shall be credited for service
with an Employer immediately prior to the Company's acquisition
of such Employer or other member of the Controlled Group and for
service with TDS, or any Affiliate thereof. No eligibility
provision hereof shall permit or deny participation in the Plan
in a manner contrary to the applicable requirements of the Code
and the regulations promulgated thereunder.
(b) Notwithstanding anything herein to the contrary,
no employee shall be entitled to participate in the Plan if such
employee, immediately after the grant of an option would own
shares (including shares which may be purchased under the Plan)
possessing five percent or more of the total combined voting
power or value of all classes of stock of the Company, its
Subsidiaries, TDS or TDS' Subsidiaries actually issued and
outstanding immediately after such grant. For the foregoing
purposes, the rules of stock attribution set forth in Section
424(d) of the Code shall apply in determining share ownership.
SECTION 5. PURCHASE PRICE.
---------------
The purchase price shall be the lesser of (i) the
Offering Price or (ii) the Fair Market Value of a Common Share on
the Purchase Date.
SECTION 6. NUMBER OF COMMON SHARES OFFERED.
--------------------------------
(a) The maximum number of shares which shall be
available for purchase under the Plan shall be 90,000 Common
Shares of the Company, subject to adjustment as provided in
Section 14. The Common Shares to be sold under this Plan may at
the election of the Company be either treasury shares or shares
originally issued for such purpose.
(b) An employee shall be entitled to elect to
purchase a total number of shares equal to one share for each
$150.00 of his compensation ("base shares") plus any number of
additional shares up to a maximum of 200 percent of his base
shares ("additional shares"), provided that no employee may
purchase fewer than twenty shares. If the total of an employee's
base shares and additional shares is less than twenty, the
employee nevertheless shall be entitled to elect to purchase
twenty shares. For purposes of this subsection, compensation
means (i)
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for a sales consultant, the greater of $25,000 or 200 percent of
all of his base salary and commissions paid by an Employer during
the period beginning April 1, 1994, and ending September 30, 1994
(the "compensation period"), (ii) for a market manager, 145
percent of his base salary in effect at July 1, 1994, (iii) for a
part-time employee, 200 percent of all remuneration paid to him
by an Employer during such compensation period, (iv) for any
hourly full-time employee, the hourly rate in effect as of July
1, 1994 multiplied by the number of regular hours in a work year,
and (v) for any salaried employee, the annual salary in effect at
July 1, 1994. Amounts which are not included in an employee's
income for federal income tax purposes due to Section 125 or
402(e)(3) of the Code shall be included in determining base
salary, commissions and remuneration, for purposes of items
(i)-(v) above.
(c) No Participant shall be granted an option to
purchase shares under the Plan that permits the Participant to
purchase shares in any calendar year under the Plan and other
employee stock purchase plans (within the meaning of Section 423
of the Code) of the Company, its Subsidiaries and TDS, and TDS'
Subsidiaries, with an aggregate fair market value (determined at
the time such option is granted) in excess of $25,000.
(d) In the event that Participants elect to purchase
more shares than are available under clause (a) above, the
maximum percentage of base shares that any Participant shall be
permitted to purchase as additional shares shall be reduced until
the total number of shares that all Participants, in the
aggregate, have elected to purchase pursuant to clause (b) above
(after reducing the number of additional shares elected by each
Participant whose election reflects a maximum percentage in
excess of the revised maximum percentage) equals the number of
shares available under clause (a) above. The number of
additional shares elected by each Participant who has elected
more than the revised maximum shall be reduced so that no
Participant may purchase more additional shares than the revised
maximum percentage of base shares. Notwithstanding the preceding
sentences of this clause (d), no Participant may purchase fewer
than twenty shares.
SECTION 7. ENROLLMENT PERIOD; EMPLOYEE'S ELECTION TO
PARTICIPATE.
------------------------------------------
(a) The Committee shall establish an enrollment
period, during which an eligible employee may elect to purchase
shares by executing and delivering to the TDS Employee Benefits
Division an enrollment and payroll deduction authorization form.
(b) An election to purchase shall not constitute a
contract to purchase. Such an election shall merely notify the
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<PAGE>
Company of the number of shares to be held for purchase by the
Participant.
SECTION 8. PURCHASE PERIOD; PAYMENT FOR SHARES.
------------------------------------
(a) The "Purchase Period" shall commence on January
1, 1995 and shall end on the earliest of the following dates:
(i) the Termination Date, (ii) the date the Participant elects to
abandon his purchase, and (iii) the date the Participant
terminates service with the Employer.
(b) Concurrently with his election, the Participant
shall authorize a payroll deduction in an amount that over the
Purchase Period shall provide for full payment for each share
which he elects to purchase.
(c) All payroll deductions held by the Company under
the Plan shall be held without interest.
(d) Subject to each Participant's right to abandon
Common Shares pursuant to Section 10 hereof, the Company shall
purchase Common Shares on behalf of each Participant pursuant to
Section 9 hereof as soon as is administratively practicable after
each Purchase Date.
(e) All payroll deductions in the possession of the
Company shall be segregated from the general funds of the Company
in an account established to hold such payroll deductions
(hereinafter referred to as the "Employee Stock Purchase Plan
Account"). The Employee Stock Purchase Plan Account shall be
restricted to the uses provided herein until such time as the
Company issues certificates to Participants purchasing Common
Shares under the Plan. The Committee shall have custody of such
account.
SECTION 9. ISSUANCE AND DELIVERY OF STOCK CERTIFICATES;
REGISTRATION.
---------------------------------------------
(a) Certificates for Common Shares shall be issued
and delivered to each Participant for the number of Common Shares
paid for in full as soon as is administratively practicable after
each Purchase Date. No fractional shares will be issued at any
time.
(b) As and whenever the Common Shares are issued to
Participants pursuant to this Section 9, the Committee shall
remit to the Company for its general purposes, out of the
Employee Stock Purchase Plan Account, cash in an amount equal to
the purchase price under the Plan of the Common Shares so issued.
When all Common Shares purchasable under the Plan have been
issued, any payroll deductions that have not been used to
purchase Common Shares shall be returned to each Participant in
accordance with his payroll deduction authorization under Section
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7(a) and his exercise of his right to abandon Common Shares
pursuant to Section 10.
(c) Shares to be delivered to a Participant under the
Plan shall be registered in the name of the Participant or, if
the Participant so directs by written notice to the TDS Employee
Benefits Division prior to the issuance thereof, in the names of
the Participant and one other person as the Participant may
designate, as joint tenants with right of survivorship.
SECTION 10. PARTICIPANT'S RIGHT TO ABANDON SHARES.
--------------------------------------
At any time during the term of the Plan a Participant
may elect to abandon all or any number of the Common Shares then
purchasable by and not yet issued to him, provided that a
Participant may not retain the right to purchase fewer than
twenty Common Shares. As to any Common Shares so abandoned, the
Participant shall have no further rights of any nature at any
subsequent time. If the Participant retains the right to
purchase a lesser number of Common Shares, his election will
continue with respect to such lesser number of Common Shares and
any amount in the Employee Stock Purchase Plan Account
contributed by the Participant that exceeds the amount necessary
to purchase such lesser number of Common Shares shall be refunded
to the Participant. If the Participant retains no right to
purchase Common Shares, any amount in the Employee Stock Purchase
Plan Account contributed by the Participant shall be refunded to
the Participant.
SECTION 11. EMPLOYEE'S HARDSHIP WITHDRAWAL.
-------------------------------
If a Participant makes a hardship withdrawal from any
plan with a cash or deferred arrangement qualified under Section
401(k) of the Code which plan is sponsored, or participated in,
by any Employer, such Participant shall be prohibited from making
contributions under this Plan for a period of twelve months from
the date of such withdrawal. If, after the expiration of such
twelve month period, the Purchase Period has not yet expired, the
Participant shall be permitted to resume payroll deductions in an
amount which over the remaining Purchase Period shall provide for
full payment for each share which he has elected to purchase and
for which he has not yet made payroll deductions.
SECTION 12. TERMINATION OF EMPLOYMENT OR ELIGIBILITY.
-----------------------------------------
(a) "Retirement or Death". Upon termination of
employment because of retirement or death, the number of Common
Shares paid for in full by the Participant upon the application
of all accumulated payroll deductions, including from
compensation due and owing, shall be purchased for the
Participant (or, in the case of the Participant's death, the
beneficiary designated by the Participant in accordance with
procedures prescribed by the Committee, or if no such beneficiary
designation is in effect with respect to such Participant, the
Participant's estate), unless the Participant (or, in the case of
the Participant's death, his designated beneficiary or estate, as
the case may be) elects to abandon all or any such number of
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the Common Shares then purchasable, pursuant to Section 10 hereof
and any rules or regulations the Committee shall make.
(b) "Other Termination of Employment". Upon
termination of employment with an Employer for any reason other
than as a result of retirement or death as described in clause
(a) of this Section, the amount withheld from the Participant's
pay pursuant to Section 8 which has not already been used to
purchase Common Shares shall be returned to him as soon as
administratively practicable.
SECTION 13. RIGHTS NOT TRANSFERABLE.
------------------------
The right to purchase Common Shares under this Plan
shall not be transferable by any Participant or exercisable,
during his lifetime, by any person other than the Participant.
SECTION 14. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.
-------------------------------------------
(a) The existence of the Plan shall not affect in any
way the right or power of the Company or its shareholders to make
or authorize any adjustment, recapitalization, reorganization or
other change in the Company's capital structure or its business,
or any merger or consolidation of the Company, or any issue of
bonds, debentures, preferred or prior preference stock that
affects the Common Shares or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character
or otherwise.
(b) If, during the term of the Plan, the Company
shall effect (i) a distribution or payment of a dividend on its
Common Shares in shares of the Company, (ii) a subdivision of its
outstanding Common Shares by a stock split or otherwise, (iii) a
combination of the outstanding Common Shares into a smaller
number of shares by a reverse stock split or otherwise, or (iv)
an issuance by reclassification or other reorganization of its Common
Shares (other than by merger or consolidation) of any shares of the
Company, then each Participant shall be entitled to receive upon
the purchase of shares pursuant to this Plan such shares of the
Company which the Participant would have owned or would have been
entitled to receive after the happening of such event had the
Participant purchased Common Shares pursuant to the Plan
immediately prior to the happening of such event. If any other
event shall occur that, in the judgment of the Board,
necessitates adjusting the Offering Price, the number of Common
Shares offered or other terms of the Plan, the Board shall take
any action that in its judgment shall be necessary to preserve
each Participant's rights substantially proportionate to the
rights existing prior to such event. To the extent that any
event or action pursuant to this paragraph shall entitle
Participants to purchase additional Common Shares or other shares
of the Company, the shares available under Section 6 shall be
deemed to include such additional Common Shares or such other
shares of the Company.
(c) In the event of a merger of one or more
corporations into the Company, or a consolidation of the Company
and one or more corporations in which the Company shall be the
surviving corporation, each Participant in the Plan shall, at no
additional cost, be entitled, upon his payment for all or part of
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the Common Shares purchasable by him under the Plan, to receive
(subject to any required action by shareholders) in lieu of the
number of Common Shares which he was entitled to purchase, the
number and class of shares of stock or other securities to which
such holder would have been entitled pursuant to the terms of the
agreement of merger or consolidation if, immediately prior to
such merger or consolidation, such holder had been the holder of
record of the number of Common Shares equal to the number of
shares paid for by the Participant.
(d) If the Company is merged into or consolidated
with another corporation under circumstances where the Company is
not the surviving corporation, or if the Company sells or
otherwise disposes of substantially all its assets to another
corporation during the term of the Plan: (i) subject to the
provisions of clause (ii) below, after the effective date of such
merger, consolidation or sale, as the case may be, each holder of
a right to purchase shall be entitled to receive, upon his
payment for all or part of the Common Shares purchasable by him
under the Plan and receive in lieu of Common Shares, shares of
such stock or other securities as the holders of Common Shares
received pursuant to the terms of the merger, consolidation or
sale; and (ii) all outstanding rights to purchase may be
cancelled by the Board as of the effective date of any such
merger, consolidation or sale, provided that (i) notice of such
cancellation shall be given to each Participant and (ii) each
such Participant shall have the right to purchase, during a
30-day period preceding the effective date of such merger,
consolidation or sale, all or any part of the shares allocated to
him under the terms of the Plan.
(e) Except as hereinbefore expressly provided, the
issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for
cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall
not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Common Shares then
available for purchase under the Plan.
SECTION 15. SHAREHOLDER APPROVAL.
---------------------
The Plan is subject to the approval of a majority of
the votes cast on the matter by the shareholders of the Company
within twelve months before or after its adoption by the Board.
SECTION 16. RIGHTS OF A SHAREHOLDER.
------------------------
No Participant shall have rights or privileges of a
shareholder of the Company with respect to shares purchasable
under this Plan unless and until the Participant shall become the
holder of record of one or more Common Shares.
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SECTION 17. NO REPURCHASE OF COMMON SHARES BY COMPANY.
-----------------------------------------
The Company is not obligated to repurchase from any
Participant Common Shares he has acquired under the Plan.
SECTION 18. AMENDMENT OF THE PLAN.
----------------------
The Board may at any time, and from time to time, amend
the Plan in any respect, except that, without the approval of the
shareholders of the Company, no amendment may be made that
changes the number of shares to be reserved under the Plan (other
than as provided in Section 14) or the designation of
Subsidiaries whose employees may be offered options under the
Plan.
SECTION 19. TERMINATION OF THE PLAN.
------------------------
While it is intended that the Plan remain in effect for
the term of the Plan, the Board may terminate the Plan at any
time in its discretion. Upon termination of the Plan, the
Committee shall terminate payroll deductions and, unless the
Participant elects to abandon his shares, shall issue and deliver
to each Participant certificates for the number of Common Shares
paid for in full. A Participant may elect, upon termination of
the Plan, to abandon all or any number of the Common Shares then
purchasable by and not yet issued to him, provided that a
Participant may not retain the right to purchase fewer than
twenty Common Shares. The Committee shall refund to the
Participant any amount in the Employee Stock Purchase Plan
Account contributed by the Participant that exceeds the amount
necessary to purchase the number of Common Shares the Participant
elects to purchase and not abandon. If the Participant retains
no right to purchase Common Shares, the Committee shall refund to
the Participant any amount in the Employee Stock Purchase Plan
Account contributed by the Participant. Any contributions
remaining in the Employee Stock Purchase Plan Account shall be
refunded to the Participants making such contributions as soon as
administratively practicable after termination of the Plan.
SECTION 20. COMPLIANCE WITH STATUTES AND REGULATIONS.
----------------------------------------
The sale and delivery of Common Shares under the Plan
shall be in compliance with relevant statutes and regulations of
governmental authorities, including state securities laws and
regulations, and with the regulations of applicable stock
exchanges.
SECTION 21. GOVERNING LAW.
--------------
This Plan and all determinations made hereunder and
action taken pursuant hereto shall be governed by the laws of the
State of Delaware and construed in accordance therewith.
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