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As filed with the Securities and Exchange Commission on December 8, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)
Delaware 64-0518209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 South Lamar Street
Security Centre, South Building
Jackson, Mississippi 39201
(Address of principal executive offices including zip code)
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
1990 EXECUTIVE INCENTIVE PLAN
(Full title of the plan)
Leonard G. Kriss
Senior Vice President, General Counsel and Secretary
Mobile Telecommunication Technologies Corp.
200 South Lamar Street
Security Centre, South Building
Jackson, Mississippi 39201
(Name and address of agent for service)
(601) 944-1300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
TITLE OF PROPOSED MAXIMUM
SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
per share with associated rights 3,500,000 $20.50 $71,750,000 $24,741.38
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(1) Registrant has previously registered 2,500,000 shares of Common Stock
with associated rights issuable to officers and employees of Registrant
and its subsidiaries pursuant to the Mobile Telecommunication
Technologies Corp. 1990 Executive Incentive Plan (the "Plan") on its
Registration Statement on Form S-8 (No. 33-55722). This Registration
Statement is being filed to register additional shares of Common Stock
for issuance under the Plan.
(2) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate
is made solely for the purpose of calculating the amount of the
registration fee and is based on the average of the high and low prices
of the Common Stock reported on the NASDAQ National Market System on
December 7, 1995.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Mobile Telecommunication
Technologies Corp. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(1) Registration Statement on Form S-8 (No. 33-55722) filed on December 15,
1992;
(2) Annual Report on Form 10-K for the fiscal year ended December 31, 1994,
filed on March 31, 1995;
(3) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1995, filed on May 15, 1995;
(4) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1995, filed on August 14, 1995;
(5) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30,
1995, filed on November 14, 1995;
(6) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 10, filed on November 18, 1988 and
declared effective on December 29, 1988 (File No. 0-17316);
(7) The amended description of the Company's Common Stock contained in the
Form 8 Amendment to the Registration Statement on Form 10, filed on
April 4, 1989;
(8) The description of the Company's Rights to Purchase Stock contained in
the Registration Statement on Form 8-A, filed on August 3, 1989; and
(9) The portions of the Proxy Statement for the Annual Meeting of
Stockholders of the Company held May 25, 1995, that have been
incorporated by reference in the Company's Annual Report on Form 10-K
for the year ended December 31, 1994.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
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incorporated or deemed to be incorporated by reference herein 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
document that also is incorporated or deemed to be incorporated by reference
herein 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 8. Exhibits.
4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.3 to the Registration Statement on Form 10 filed on
November 18, 1988 and declared effective on December 29, 1988,
incorporated herein by reference)
4.2 By-Laws of the Company, as amended (filed as Exhibit 3.4 to the
Registration Statement on Form 10 filed on November 18, 1988 and
declared effective on December 29, 1988, incorporated herein by
reference)
4.3 Certificate of Designations of Series C Junior Participating
Preferred Stock of the Company (filed as Exhibit 3 to the
Registration Statement on Form 8-A filed on August 3, 1989,
incorporated herein by reference)
4.4 Rights Agreement dated as of July 26, 1989 between the Company and
NCNB Texas National Bank (filed as Exhibit 2 to the Registration
Statement on Form 8-A filed on August 3, 1989, incorporated herein
by reference)
4.5 Form of Right Certificate of the Company (filed as Exhibit 1 to the
Registration Statement on Form 8-A filed on August 3, 1989,
incorporated herein by reference)
4.6 Certificate of Designations of the $2.25 Cumulative Convertible
Exchangeable Preferred Stock of the Company (Exhibit 4.1 to the
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993, incorporated herein by reference)
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4.7 Form of Common Stock Certificate of the Company (filed as Exhibit
4.1 to the Registration Statement on Form S-1, File No. 33-30923,
filed on September 1, 1989 and declared effective on October 11,
1989, incorporated herein by reference)
4.8 Mobile Telecommunication Technologies Corp. 1990 Executive
Incentive Plan, as amended, (filed as Exhibit 10 to the Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995,
incorporated herein by reference)
4.9 Form of non-qualified stock option agreement (filed as an exhibit
to Exhibit 10.16 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1990, incorporated herein by reference)
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5 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 for filing this Registration Statement 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 Jackson, State of
Mississippi, on the 31st day of October, 1995.
MOBILE TELECOMMUNICATION
TECHNOLOGIES CORP.
By: /s/ John N. Palmer
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John N. Palmer
Chairman of the Board
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John N. Palmer
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John N. Palmer Chairman of the Board October 31, 1995
(Principal Executive
Officer)
/s/ M. Bernard Puckett
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M. Bernard Puckett President, Chief October 31, 1995
Executive Officer and
Director
/s/ J. Robert Fugate
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J. Robert Fugate Senior Vice President- October 31, 1995
Finance and Chief
Financial Officer
(Principal Financial
and Accounting Officer)
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/s/ Haley Barbour
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Haley Barbour Director October 31, 1995
/s/ Thomas G. Barksdale
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Thomas G. Barksdale Director October 31, 1995
/s/ Jai P. Bhagat
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Jai P. Bhagat Director October 31, 1995
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Gregory Maffei Director __________, 1995
/s/ R. Faser Triplett
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R. Faser Triplett Director October 31, 1995
/s/ E. Lee Walker
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E. Lee Walker Director October 31, 1995
/s/ John E. Welsh III
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John E. Welsh III Director October 31, 1995
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<PAGE>
EXHIBIT INDEX
The following exhibits are filed as part of this Registration Statement.
Where such filing is made by incorporation by reference (I/B/R) to a previously
filed statement or report, such statement or report is identified in
parentheses.
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<CAPTION>
Exhibit
Number Exhibit Description
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the
Company (filed as Exhibit 3.3 to the Registration Statement on
Form 10 filed on November 18, 1988 and declared effective on
December 29, 1988) I/B/R
4.2 By-Laws of the Company, as amended (filed as Exhibit 3.4 to the
Registration Statement on Form 10 filed on November 18, 1988 and
declared effective on December 29, 1988) I/B/R
4.3 Certificate of Designations of Series C Junior Participating Preferred
Stock of the Company (filed as Exhibit 3 to the Registration
Statement on Form 8-A filed on August 3, 1989) I/B/R
4.4 Rights Agreement dated as of July 26, 1989 between the Company and
NCNB Texas National Bank (filed as Exhibit 2 to the Registration
Statement on Form 8-A filed on August 3, 1989) I/B/R
4.5 Form of Right Certificate of the Company (filed as Exhibit 1 to the
Registration Statement on Form 8-A filed on August 3, 1989)
I/B/R
4.6 Certificate of Designations of the $2.25 Cumulative Convertible
Exchangeable Preferred Stock of the Company (Exhibit 4.1 to the
Quarterly Report on Form 10-Q for the quarter ended September 30,
1993) I/B/R
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<S> <C> <C>
4.7 Form of Common Stock Certificate of the Company
(filed as Exhibit 4.1 to the Registration Statement on Form S-1,
File No. 33-30923, filed on September 1, 1989 and declared
effective on October 11, 1989) I/B/R
4.8 Mobile Telecommunication Technologies Corp. 1990 Executive
Incentive Plan, as amended, (filed as Exhibit 10 to the
Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, incorporated herein by reference) I/B/R
4.9 Form of non-qualified stock option agreement (filed as an
exhibit to Exhibit 10.16 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1990,
incorporated herein by reference) I/B/R
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5 hereto)
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<PAGE>
Exhibit 5
December 8, 1995
Mobile Telecommunication Technologies Corp.
200 South Lamar Street
Security Centre, South Building
Jackson, Mississippi 39201
Re: Registration Statement on Form S-8 of Mobile
Telecommunication Technologies Corp. Relating to
3,500,000 Shares of Common Stock, Par Value $0.01
Per Share with Associated Rights, Available for
Issuance Pursuant to Its 1990 Executive Incentive
Plan, as Amended
Ladies and Gentlemen:
We have acted as counsel for Mobile Telecommunication Technologies Corp., a
Delaware corporation (the "Company"), in connection with the registration of
3,500,000 shares of common stock of the Company, par value $0.01 per share (the
"Shares"), with associated rights to purchase stock of the Company (the
"Rights"), available for issuance pursuant to the Mobile Telecommunication
Technologies Corp. 1990 Executive Incentive Plan, as amended as of March 6, 1995
(the "Plan").
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion. In rendering the opinion
herein with respect to the Rights, we have assumed that, in connection with the
Company's creation and issuance of the Rights, the Directors of the Company
would be entitled to the benefits of the business judgment rule. The opinion
with respect to the Rights is limited to the authorization of the issuance, and
the issuance, of the Rights in accordance with the Rights Agreement dated as of
July 26, 1989 between the Company and NCNB Texas National Bank.
Based upon and subject to the foregoing, we are of the opinion that the
Shares with associated Rights are duly authorized and, when issued and sold in
accordance with the Plan (and the forms of stock option agreements that are
authorized thereunder) against payment of the consideration therefor as provided
therein, will be validly issued, fully paid and nonassessable.
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We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the Shares with associated Rights under the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 17, 1995
included in Mobile Telecommunication Technologies Corp.'s Form 10-K for the year
ended December 31, 1994 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Jackson, Mississippi
December 4, 1995
