As filed with the Securities and Exchange Commission on July 27, 2000
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 62-1147325
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8410 West Bryn Mawr Avenue, Suite 700 60631
Chicago, Illinois (Zip Code)
(Address of Principal Executive Offices)
Telephone and Data Systems, Inc.
Tax-Deferred Savings Plan
(Full title of the plan)
LeRoy T. Carlson, Jr.
Chairman
United States Cellular Corporation.
c/o Telephone and Data Systems, Inc.
30 North LaSalle Street, Suite 4000
Chicago, Illinois 60602
(Name and address of agent for service)
(312) 630-1900
(Telephone number, including
area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
==================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share Price Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
Common Shares,
$1.00 par value 200,000 Shares $67.90625 (2) $13,581,250 $3,585.45
======================== ====================== ====================== ====================== ======================
</TABLE>
[FN]
(1) In addition, there is being registered hereby an indeterminate number
of shares as may be deemed to be offered and sold by the Registrant to
participants of the Tax-Deferred Savings Plan pursuant to
participant-directed open market purchases of such shares by the
independent trustee of such plan.
(2) 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 July 25, 2000, pursuant to Rule 457(h)(1) under the
Securities Act of 1933.
================================================================================
</FN>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registration Information and Employee Plan Annual Information.*
-------------------------------------------------------------
* 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 "1933
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 1933 Act
and the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
1. The description of the Common Shares, par value $1.00 per
share ("Common Shares"), of the Company contained in Amendment
No. 2 on Form 8 dated December 28, 1992 to the Company's
Registration Statement on Form 8-A.
2. The Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
4. All other reports filed by the Company pursuant to Section
13(a) and 15(d) of the 1934 Act since December 31, 1997.
All documents, subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 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.
--------------------------
Incorporated herein by reference. See Item 3.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Certain legal matters relating to the securities registered hereby will
be addressed by Sidley & Austin, 10 S. Dearborn Street, Bank One Plaza, Chicago,
Illinois 60603. The Company is controlled by Telephone and Data Systems, Inc.
("TDS") which is controlled by a voting trust. Walter C.D. Carlson, a trustee
and beneficiary of such
2
<PAGE>
voting trust and a director of TDS, the Company and certain other subsidiaries
of TDS; Michael G. Hron, the General Counsel and an Assistant Secretary of TDS
and the Company and the Secretary or Assistant Secretary of certain subsidiaries
of TDS; William S. DeCarlo, an Assistant Secretary of TDS and certain
subsidiaries of TDS; and Stephen P. Fitzell, an Assistant Secretary of the
Company and the Secretary or an Assistant Secretary of certain other
subsidiaries of TDS, are partners of Sidley & Austin.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties to any threatened, pending or completed legal action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person was an officer or director of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe his
conduct was illegal. A Delaware corporation may indemnify officers and directors
in an action by or in the right of the corporation under the same conditions,
except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation in the
performance of his duty. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses which such officer or
director actually and reasonably incurred. Article XI of the Company's Restated
Certificate of Incorporation provides for the indemnification of directors,
officers and employees of the Company within the limitations of Section 145.
In accordance with Section 102(b)(7) of the DGCL, the Company's
Restated Certificate of Incorporation provides that directors shall not be
personally liable for monetary damages for breaches of their fiduciary duty as
directors except for (i) breaches of their duty of loyalty to the Company or its
stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or knowing violations of law, (iii) certain transactions
under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) transactions from which a director derives an
improper personal benefit. The effect of the provision is to eliminate the
personal liability of directors for monetary damages for actions involving a
breach of their fiduciary duty of care, including any actions involving gross
negligence.
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. Such policies provide
coverage to certain situations where the Company cannot directly provide
indemnification under DGCL.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index. The Plan is intended to be qualified under Section
401(a) of the Internal Revenue Code.
3
<PAGE>
Item 9. Undertakings.
------------
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 1933 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 1934 Act that are incorporated by
reference in the Registration Statement.
2. That, for the purpose of determining any liability under the 1933
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 1933
Act, each filing of the Company's Annual Report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the 1934 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
1933 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 1933 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, 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 1933 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 Chicago, State of Illinois, on the 27th day of
July, 2000.
UNITED STATES CELLULAR CORPORATION
By: /s/ LeRoy T. Carlson, Jr.
------------------------------------
LeRoy T. Carlson, Jr.
Chairman
POWER OF ATTORNEY AND SIGNATURES
The undersigned officers and directors of United States
Cellular Corporation hereby severally constitute and appoint LeRoy T. Carlson,
Jr., John E. Rooney, Kenneth R. Meyers and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution, to sign for us in
our names in the capacities indicated below, all amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable United States Cellular Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission in connection with this registration
statement.
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 27th day of July, 2000.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
------------------------------
LeRoy T. Carlson, Jr.
/s/ John E. Rooney President and Chief Executive Officer (Principal
------------------------------ Executive Officer) and Director
John E. Rooney
/s/ Kenneth R. Meyers Executive Vice President-Finance, Chief Financial
------------------------------ Officer, Treasurer and Director
Kenneth R. Meyers
/s/ LeRoy T. Carlson Director
------------------------------
LeRoy T. Carlson
/s/ Sandra L. Helton Director
------------------------------
Sandra L. Helton
/s/ Walter C.D. Carlson Director
------------------------------
Walter C.D. Carlson
/s/ Paul-Henri Denuit. Director
------------------------------
Paul-Henri Denuit
/s/ J. Samuel Crowley Director
------------------------------
J. Samuel Crowley
/s/ John T. Quille Vice President and Controller (Principal
------------------------------ Accouting Officer)
John T. Quille
5
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act
of 1933, the trustees (or other persons who administer the employee benefit
plan) have 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 27th day of July, 2000.
THE TELEPHONE AND DATA SYSTEMS, INC.
TAX-DEFERRED SAVINGS PLAN AND TRUST
By: TELEPHONE AND DATA SYSTEMS, INC.,
as plan administrator
By: /s/ LeRoy T. Carlson, Jr.
-----------------------------------------------
LeRoy T. Carlson, Jr.
President and Chief Executive Officer
6
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or incorporated
herein by reference.
Exhibit
No. Description
------ -----------
4.1 Restated Certificate of Incorporation of the Company, as
amended, is hereby incorporated herein by reference to Exhibit
3.1 to the Company's Amendment No. 2 on Form 8 dated December
28, 1992 to the Company's Registration Statement on Form 8-A.
4.2 Bylaws of the Company is hereby incorporated herein by
reference to Exhibit 3.2 to the Company's Form 10-K for the
year ended December 31, 1999.
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5)
24 Powers of Attorney (included on signature page)
