Registration No. 33-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
ROSEVILLE TELEPHONE COMPANY
(Exact name of registrant as specified in its charter)
California 94-0817190
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
211 Lincoln Street, Roseville, California 95678
(Address of principal executive offices) (Zip Code)
ROSEVILLE TELEPHONE COMPANY
RETIREMENT SUPPLEMENT PLAN
(Full title of the plan)
Jed E. Solomon, Esq.
Cooper, White & Cooper
201 California Street, 17th Floor
San Francisco, California 94111
(415) 433-1900
(Name, address, including ZIP code, and 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 (1) Fee (2)
Common Stock 400,000 shares $24.00 $9,600,000 $3,310
(1) Calculated in accordance with Section 6(b) of the Securities Act of
1933 and Rule 457(h) and (c) of the Rules promulgated under that Act.
(2) Fee pursuant to Section 6(b) of the Securities Act of 1933.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Roseville Telephone Company (the "Company") will deliver or cause
to be delivered to each participant the material information regarding
Roseville Telephone Company Retirement Supplement Plan (the "Plan")
constituting a prospectus that meets the requirement of Section 10(a) of
the Securities Act of 1993.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
(a) The following documents previously filed by the Company with the
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1993; and
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994 and June 30, 1994.
(b) All documents filed by the Company pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), subsequent to December 31, 1993, shall be deemed to be
incorporated herein by reference and to be a part of this Registration
Statement from the respective dates of filing of such documents.
(c) The Company's common stock has been registered under
Section 12(g) of the Exchange Act. A description of the common stock is
contained in the Company's Registration Statement on Form S-10 filed with
the Commission (Registration No. 34-0556).
Item 4. Description of Securities.
Not required.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the issuance of the Common Stock
covered by this Registration Statement is being passed upon by Cooper,
White & Cooper, San Francisco, California. Robert M. Raymer, David W.
Tucker and Mark P. Schreiber, all of whom are partners of Cooper, White &
Cooper, are shareholders of the Company.
The consolidated financial statements of Roseville Telephone
Company appearing in Roseville Telephone Company's Annual Report (Form 10-
K) for the year ended December 31, 1993, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated financial
statements are incorporated herein by reference in reliance upon such
report given upon authority of such firm as experts in accounting and
auditing. Ernst & Young has no interest in the Company.
Item 6. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law sets forth
conditions and limitations governing the indemnification of officers,
directors, and other persons. Articles FIFTH and SIXTH of the Registrant's
Restated Articles of Incorporation, as amended, and Section 3.14 of the
Bylaws of the Registrant contains indemnification provisions pursuant to
authority contained in the above-mentioned California statute.
In accordance with such documents, the Company has broad powers
to indemnify directors, officers and other persons against liabilities they
may incur in such capacities, within the limitations permitted by law.
Item 7. Exemption from Registration Claimed.
No restricted securities are to be reoffered or resold pursuant
to this Registration Statement.
Item 8. Exhibits.
The following documents (unless otherwise indicated) are filed
herewith and made a part of the Registration Statement.
Exhibit Method
Number Description of Filing Page
4.01 Restated Articles of Incorporated
Incorporation of the Company by Reference
(Filed as Exhibit I to Form 10-Q
Quarterly Report for the quarter
ended June 30, 1980), together
with Certificate of Amendment
amending such Restated Articles
of Incorporation (as filed with
Exhibit 3(a) to Form 10-K Annual
Report for the year ended
December 31, 1982), and
Certificate of Articles of
Incorporation, as amended (Filed
as Exhibit 3A to Form 10-K Annual
Report for the year ended
December 31, 1983)
5.01 Internal Revenue Service Incorporated
Determination Letter dated by Reference
September 21, 1989 (filed as
Exhibit 28.01 to Form S-8
Registration Statement effective
October 30, 1989 (Registration
No. 33-31453))
23.01 Consent of Cooper, White & Cooper Filed 6
Herewith
23.02 Consent of Ernst & Young LLP Filed 7
Herewith
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes (a) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; (b) that, for the purpose of
determining any liability under the Securities Act of 1933, 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; and (c) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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 Roseville, County of Placer and
State of California, on September 22, 1994.
ROSEVILLE TELEPHONE COMPANY
By:
Robert L. Doyle
Chairman of the Board
By:
Brian H. Strom
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacity and on the date indicated.
Name Title Date
Chairman of the Board September 22, 1994
Robert L. Doyle
President, Chief Executive September 22, 1994
Brian H. Strom Officer and Director
(principal executive
officer)
Director September 22, 1994
Thomas E. Doyle
Vice President and Chief September 22, 1994
Michael D. Campbell Financial Officer
(principal financial
officer and principal
accounting officer)
Director September 22, 1994
John R. Roberts III
Director September 22, 1994
Ralph E. Hoeper
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 Roseville, County of Placer and
State of California, on September 22, 1994.
ROSEVILLE TELEPHONE COMPANY
By: /s/ ROBERT L. DOYLE
Robert L. Doyle
Chairman of the Board
By: /s/ BRIAN H. STROM
Brian H. Strom
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933 this
registration statement has been signed by the following persons in the
capacity and on the date indicated.
Name Title Date
/s/ ROBERT L. DOYLE Chairman of the Board September 22, 1994
Robert L. Doyle
/s/ BRIAN H. STROM President, Chief Executive September 22, 1994
Brian H. Strom Officer and Director
(principal executive
officer)
/s/ THOMAS E. DOYLE Director September 22, 1994
Thomas E. Doyle
/s/ MICHAEL D. CAMPBELL Vice President and Chief September 22, 1994
Michael D. Campbell Financial Officer
(principal financial
officer and principal
accounting officer)
/s/ JOHN R. ROBERTS III Director September 22, 1994
John R. Roberts III
/s/ RALPH E. HOEPER Director September 22, 1994
Ralph E. Hoeper
EXHIBIT 23.01
September 22, 1994
Board of Directors
Roseville Telephone Company
P. O. Box 969
Roseville, CA 95678
Re: Registration Statement on Form S-8
Gentlemen:
We are aware that the Roseville Telephone Company's Registration
Statement on Form S-8 as filed with the Securities and Exchange Commission
indicates we have passed on legal matters in connection with the issuance
of the Company's common stock thereunder, and we hereby consent to all
references to us therein.
Very truly yours,
/s/ COOPER, WHITE & COOPER
Exhibit 23.02
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Roseville Telephone
Company Retirement Supplement Plan and to the incorporation by reference
therein of our report dated February 25, 1994, with respect to the
consolidated financial statements and schedules of Roseville Telephone
Company included in its Annual Report (Form 10-K) for the year ended
December 31, 1993, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
September 19, 1994
