SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_______________________
POINTE COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its Charter)
STEPHEN E. RAVILLE with copy to:
CHIEF EXECUTIVE OFFICER DALLAS PARKER, ESQ.
----------------------- -------------------
POINTE COMMUNICATIONS CORPORATION THOMPSON KNIGHT BROWN PARKER &
LEAHY L.L.P.
1200 SMITH STREET
2839 PACES FERRY ROAD SUITE 3600
ATLANTA, GEORGIA 30339 HOUSTON, TEXAS 77002
(Name and address of agent for service) (713) 951-5800
(770) 432-6800
(Telephone Number, Including Area Code, of Agent for Service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Additional Shares to Offering Price Aggregate Amount of
to be Registered be Registered Per Share (1) Offering Price (1) Registration Fee
- ---------------------- -------------------- ------------------ ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.00001. 3,500,000 $1.75 $6,125,000 $1,702.75
par value (2) shares
- ---------------------- -------------------- ------------------ ------------------- -----------------
<FN>
(1) Estimated for the purpose of calculating the registration fee pursuant to Rule 457(h) with
respect to the 3,500,000 additional shares available for award under the Plans and the Options on the
basis of the average of the closing bid and asked prices, as reported by National Quotation Bureau,
Inc., for August 9, 1999.
(2) Includes 500,000 additional shares issuable upon exercise of stock options granted pursuant to
the Directors Plan; 500,000 additional shares issuable upon exercise of stock options granted pursuant
to the Executive Plan and 2,500,000 additional shares issuable upon exercise of stock options granted
pursuant to the Employees Plan, copies of which are attached as exhibits hereto.
</TABLE>
Pursuant to Rule 416, this Registration Statement also covers such number
of additional shares of Common Stock as may become available for issuance
pursuant to the foregoing in the event of certain changes in outstanding shares,
including reorganizations, recapitalizations, stock splits, stock dividends and
reserve stock splits.
<PAGE>
PART I
CONTENTS OF EARLIER REGISTRATION STATEMENT INCORPORATED BY REFERENCE
Pursuant to General Instruction E. to Form S-8, the contents of the
Registration Statement on Form S-8 filed by Pointe Communications Corporation, a
Nevada corporation formerly known as Charter Communications International, Inc.
(the "Company"), with the Securities and Exchange Commission on August 7, 1998,
file number 33-61037, are hereby incorporated by reference, except as expressly
modified below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby will
be passed on for the Company by Thompson Knight Brown Parker & Leahy L.L.P.
("Thompson Knight"). Thompson Knight continues to own 50,000 of the 100,000
shares of Common Stock of the Company which it received upon the
conversion of an unsecured promissory note in the principal amount of $100,000,
which was issued by the Company with a warrant to purchase 100,000 shares of the
Common Stock of the Company at an exercise price per share escalating from
$1.00 to $3.57, depending on the date on which such warrant is exercised. The
note and warrant were issued to Thompson Knight early in 1996 in lieu of fees
for legal services rendered. At the time the warrant was issued the market
price for the Company's Common Stock was below the exercise price.
ITEM 8. EXHIBITS. The following exhibits are included in this registration
statement:
3.1 Articles of Incorporation of the Company (incorporated by reference to
Exhibit 3.01 to the Company's Form 10-QSB for the quarter ended March
31, 1996).
3.2 Bylaws of the Company (incorporated by reference to Exhibit 3.03 to the
Company's Form 10-QSB for the quarter ended June 30, 1996).
4.1 Amendment to the Incentive Stock Option Plan of the Company.
4.2 Amendment to the Nonemployee Director Stock Option Plan of the
Company.
4.3 Amendment to the Executive Long-term Stock Option Plan of the Company.
5.1 Legal opinion of Thompson Knight Brown Parker & Leahy L.L.P.
23.1 Consent of Thompson Knight Brown Parker & Leahy L.L.P. (included in
Exhibit 5.1 Opinion).
23.2 Consent of Arthur Andersen LLP
25.1 Power of Attorney (included on the signature page hereto).
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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 of 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 Atlanta, State of Georgia on this 10th day of August,
1999.
POINTE COMMUNICATION CORPORATION
By: /S/ Stephen E. Raville
Stephen E. Raville, Chief Executive Officer
and Chairman of the Board of Directors
POWER OF ATTORNEY
We, the undersigned directors and officers of Pointe Communications
Corporation, do hereby constitute and appoint Stephen E. Raville or Patrick E.
Delaney, or either of them, our true and lawful attorneys and agents, to do any
and all acts and things in our name and on our behalf in our capacities as
directors and officers, and to execute any and all instruments for us and in our
names in the capacities indicated below, which said attorneys and agents, or
either of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
the filing of this registration statement, including specifically without
limitation, power and authority to sign for any of us, in our names in the
capacities indicated below, any and all amendments hereto; and we do each hereby
ratify and confirm all that the said attorneys and agents, or either of them
shall do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ------------------------ --------------
<S> <C> <C>
/S/ Stephen E. Raville Chief Executive Officer August 10, 1999
- ----------------------------- and Chairman of the
Stephen E. Raville Board of Directors
/S/ Patrick E. Delaney Chief Financial Officer August 10, 1999
- ----------------------------- and Director
Patrick E. Delaney
/S/ Richard P. Halevy
- ----------------------------- Treasurer August 10, 1999
Richard P. Halevy
/S/ William P. O'Reilly
- ----------------------------- Director August 10, 1999
William P. O'Reilly
/S/ James H. Dorsey, III
- ----------------------------- Director August 10, 1999
James H. Dorsey, III
/S/ David C. Lee
- ----------------------------- Director August 10, 1999
David C. Lee
/S/ Rafic A. Bizri
- ----------------------------- Director August 10, 1999
Rafic A. Bizri
/S/ Gerald F. Schmidt
- ----------------------------- Director August 10, 1999
Gerald F. Schmidt
</TABLE>
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EXHIBIT 4.1
AMENDMENT TO THE INCENTIVE STOCK OPTION PLAN
OF
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
(Effective May 10, 1999)
Pursuant to Section 13(a) of the Incentive Stock Option Plan of Charter
Communications International, Inc., a Nevada corporation (the "Company"),
adopted effective January 1, 1996 (the "Plan"), the undersigned hereby adopts
this Amendment to the Incentive Stock Option Plan (the "Amendment").
WHEREAS, on August 31, 1998, the stockholders of the Company authorized the
Board of Directors of the Company to increase of the number of shares reserved
for issuance pursuant to the Plan and other stock option plans of the Company to
a total of 10,000,000 shares of Common Stock (as defined therein); and
WHEREAS, the directors of the Company have authorized the increase of the
number of shares of Common Stock reserved for issuance pursuant to the Plan to
3,000,000 shares of Common Stock and have also authorized such other amendments
set forth herein and permitted by the Plan.
NOW THEREFORE, the undersigned officer of the Company, on behalf of the
Company, does hereby adopt this Amendment.
1. Name Change. References in the title of the Plan and in Section 1
------------
of the Plan to Charter Communications International, Inc. are hereby amended to
refer to Pointe Communications Corporation.
2. Increase in Number of Shares Reserved. Section 4 of the Plan is
-----------------------------------------
hereby amended to increase the number of shares subject to the Plan from a total
of 500,000 to a total of 3,000,000 shares of Common Stock, par value $.00001 per
share.
IN WITNESS WHEREOF, the undersigned corporation does hereby adopt this
Amendment as of the date first written above.
POINTE COMMUNICATIONS CORPORATION
------------------------------------------------
Stephen E. Raville, Chief Executive Officer
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<PAGE>
EXHIBIT 4.2
AMENDMENT TO THE EXECUTIVE LONG-TERM STOCK OPTION PLAN
OF
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
(Effective May 10, 1999)
Pursuant to Section 13(a) of the Executive Long-Term Stock Option Plan of
Charter Communications International, Inc., a Nevada corporation (the
"Company"), adopted effective January 1, 1996 (the "Plan"), the undersigned
hereby adopts this Amendment to the Executive Long-Term Stock Option Plan (the
"Amendment").
WHEREAS, on August 31, 1998, the stockholders of the Company authorized the
Board of Directors of the Company to increase of the number of shares reserved
for issuance pursuant to the Plan and other stock option plans of the Company to
a total of 10,000,000 shares of Common Stock (as defined therein); and
WHEREAS, the directors of the Company have authorized the increase of the
number of shares of Common Stock reserved for issuance pursuant to the Plan to
1,000,000 shares of Common Stock and have also authorized such other amendments
set forth herein and permitted by the Plan.
NOW THEREFORE, the undersigned officer of the Company, on behalf of the
Company, does hereby adopt this Amendment.
1. Name Change. References in the title of the Plan and in Section 1
------------
of the Plan to Charter Communications International, Inc. are hereby amended to
refer to Pointe Communications Corporation.
2. Increase in Number of Shares Reserved. Section 4 of the Plan is
-----------------------------------------
hereby amended to increase the number of shares subject to the Plan from a total
of 500,000 to a total of 1,000,000 shares of Common Stock, par value $.00001 per
share.
IN WITNESS WHEREOF, the undersigned corporation does hereby adopt this
Amendment as of the date first written above.
POINTE COMMUNICATIONS CORPORATION
------------------------------------------------
Stephen E. Raville, Chief Executive Officer
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<PAGE>
EXHIBIT 4.3
AMENDMENT TO THE NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
OF
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
(Effective May 10, 1999)
Pursuant to Section 12(a) of the Nonemployee Director Stock Option Plan of
Charter Communications International, Inc., a Nevada corporation (the
"Company"), adopted effective January 1, 1996 (the "Plan"), the undersigned
hereby adopts this Amendment to the Nonemployee Director Stock Option Plan (the
"Amendment").
WHEREAS, on August 31, 1998, the stockholders of the Company authorized the
Board of Directors of the Company to increase of the number of shares reserved
for issuance pursuant to the Plan and other stock option plans of the Company to
a total of 10,000,000 shares of Common Stock (as defined therein); and
WHEREAS, the directors of the Company have authorized the increase of the
number of shares of Common Stock reserved for issuance pursuant to the Plan to
1,000,000 shares of Common Stock and have also authorized such other amendments
set forth herein and permitted by the Plan.
NOW THEREFORE, the undersigned officer of the Company, on behalf of the
Company, does hereby adopt this Amendment.
1. Name Change. References in the title of the Plan and in Section 1
------------
of the Plan to Charter Communications International, Inc. are hereby amended to
refer to Pointe Communications Corporation.
2. Increase in Number of Shares Reserved. Section 4 of the Plan is
-----------------------------------------
hereby amended to increase the number of shares subject to the Plan from a total
of 500,000 to a total of 1,000,000 shares of Common Stock, par value $.00001 per
share.
IN WITNESS WHEREOF, the undersigned corporation does hereby adopt this
Amendment as of the date first written above.
POINTE COMMUNICATIONS CORPORATION
------------------------------------------------
Stephen E. Raville, Chief Executive Officer
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<PAGE>
EXHIBIT 5.1
August 11, 1999
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are counsel to Pointe Communications Corporation, a Nevada
corporation (the "Company") which is filing a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") registering additional securities in addition to securities
previously registered on Form S-8, file number 33-61037 filed with the
Commission on August 7, 1998. Pursuant to the Registration Statement, the
Company intends to register under the Securities Act of 1933, as amended, a
total of 3,500,000 additional shares (the "Shares") of common stock, par value
$.00001 per share (the "Common Stock"), of the Company.
The Shares represent (i) 2,500,000 additional shares of Common Stock which
are issuable upon the exercise of options granted and to be granted pursuant to
the 1996 Incentive Stock Option Plan (the "ISOP"); (ii) 500,000 additional
shares of Common Stock which are issuable upon the exercise of options granted
pursuant to the 1996 Nonemployee Directors Stock Option Plan (the "Directors
Plan") and (iii) 500,000 additional shares of Common Stock which are issuable
upon the exercise of options granted and to be granted pursuant to the 1996
Executive Long-Term Stock Option Plan (the "Executive Plan"). The ISOP, the
Directors Plan, and the Executive Plan hereinafter are referred to collectively
as the "Plans."
The opinion hereinafter set forth is given to the Commission at the request
of the Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation
S-K. The only opinion rendered by this firm consists of the matter set forth
below (our "Opinion"), and no opinion is implied or to be inferred beyond such
matter. Additionally, our opinion is based upon and subject to the
qualifications, limitations, and exceptions set forth in this letter.
Our opinion is furnished for the benefit of the Commission solely with
regard to the Registration Statement, may be relied upon by the Commission only
in connection with the Registration Statement, and may not otherwise be relied
upon, used, quoted, or referred to by, or filed with, any other person or entity
without our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments, and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including without limitation the
Plans. In making all of our examinations, we assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the due execution and delivery of all documents by any persons or entities
other than the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
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We do not herein express any opinion concerning any matter respecting or
affected by any laws other than the laws of the State of Texas and the federal
laws of the United States that are now in effect and that, in the exercise of
reasonable professional judgment, are normally considered in transactions such
as those contemplated by the issuance of the Shares pursuant to the Plans. The
Opinion hereinafter set forth is based upon pertinent laws and facts in
existence as of the date hereof, and we expressly disclaim any obligation to
advise you of changes to such pertinent laws or facts that hereafter may come to
our attention.
Based upon and subject to the foregoing, we are of the Opinion that
the Shares, when issued in accordance with the terms of the Plans against
payment in full of the purchase price therefor, will be validly issued, fully
paid, and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
Thompson Knight Brown Parker & Leahy L.L.P.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our reports dated April 15, 1999 included in Pointe Communications
Corporation's Annual Report on Form 10-K/SB for the year ending December 31,
1998 into this Registration Statement.
Arthur Andersen LLP
Atlanta, Georgia
August 9, 1999
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