As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 33-98668
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Post-Effective Amendment No. 1 to
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WINSTAR COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3585278
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
230 PARK AVENUE, SUITE 3126
NEW YORK, NEW YORK 10169
(Address of principal executive offices)
1995 PERFORMANCE EQUITY PLAN
(Full title of the Plan)
WILLIAM J. ROUHANA, JR., Chairman of the Board
and Chief Executive Officer
WinStar Communications, Inc.
230 Park Avenue, Suite 3126
New York, New York 10169
(212) 687-7577
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
DAVID ALAN MILLER, Esq.
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016
(212) 818-8800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed maximum Proposed maximum
Amount to be offering price aggregate Amount of
Title of Securities to be registered registered per share offering price registration fee
===================================================================================================================================
<S> <C> <C> <C> <C>
Common Stock issuable upon exercise of additional
options which may be granted under the Registrant's
1995 Performance Equity Plan ("1995 Plan") 2,000,000 shares $19.84375(1) $39,687,500.00 $13,685.34
===================================================================================================================================
<FN>
(1) Based upon the last sale price of the Common Stock, as reported by
Nasdaq, on October 24, 1996, in accordance with Rule 457 (c)
promulgated under the Securities Act.
</FN>
</TABLE>
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In accordance with the provisions of Rule 462 promulgated under the
Securities Act, the Registration Statement will become effective upon filing
with the Securities and Exchange Commission.
The Registration Statement, including all exhibits and attachments,
contains 8 pages. The exhibit index may be found on page 5 of the consecutively
numbered pages of the Registration Statement.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Plan Annual Information *
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act, and the Note to Part I of the
Instructions to Form S-8.
I-1
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 (No. 33-98668)
previously filed by the Registrant with the Securities and Exchange Commission
(the "Commission") on October 30, 1995 are incorporated by reference in this
Registration Statement.
On April 26, 1996, the Board of Directors of the Registrant approved an
amendment to the 1995 Plan to increase the number of shares available under the
1995 Plan from 1,500,000 shares to 3,500,000 shares. Such amendment was approved
by the stockholders of the Registrant on June 27, 1996. Accordingly, the
Registrant is filing this Registration Statement to register the additional
2,000,000 shares of Common Stock available for issuance under the 1995 Plan.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 New York, State of New York, on this 25th day of
October, 1996.
WINSTAR COMMUNICATIONS, INC.
By: /s/ William J. Rouhana, Jr.
----------------------------
William J. Rouhana, Jr.
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints William J. Rouhana, Jr. and Fredric E.
von Stange his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ William J. Rouhana, Jr. Chairman of the Board of October 25, 1996
- ---------------------------- Directors and Chief
William J. Rouhana, Jr. Executive Officer (and
principal executive officer)
/s/ Nathan Kantor President, Chief Operating October 25, 1996
- ---------------------------- Officer and Director
Nathan Kantor
/s/ Steven G. Chrust Vice Chairman of the October 25, 1996
- ---------------------------- Board of Directors
Steven G. Chrust
/s/ Fredric E. von Stange Executive Vice President, October 25, 1996
- ---------------------------- Chief Financial Officer
Fredric E. von Stange and Director (and principal
accounting officer)
/s/ Bert W. Wasserman Director October 25, 1996
- ----------------------------
Bert W. Wasserman
/s/ William J. vanden Heuvel Director October 25, 1996
- ----------------------------
William J. vanden Heuvel
/s/ William Harvey Director October 25, 1996
- ----------------------------
William Harvey
/s/ Steven B. Magyar Director October 25, 1996
- ----------------------------
Steven B. Magyar
II-2
<PAGE>
EXHIBITS
Exhibit No. Description
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4.1 1995 Performance Equity Plan of the Registrant (incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-8 (No. 33-98668))
5.1 Opinion of Graubard Mollen & Miller (filed herewith)
23.1 Consent of Grant Thornton LLP, independent accountant for
Registrant (filed herewith)
23.2 Consent of Graubard Mollen & Miller (included in Exhibit 5.1)
II-3
<PAGE>
EXHIBIT 5.1
GRAUBARD MOLLEN & MILLER
600 Third Avenue
New York, NY 10016
October 30, 1996
WinStar Communications, Inc.
230 Park Avenue
Suite 3126
New York, New York 10169
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the
purchase and offering by WinStar Communications, Inc. ("Company"), of up to
2,000,000 shares ("Shares") of the Company's Common Stock, $.01 par value per
share, pursuant to options which have been or may be granted under the Company's
1995 Performance Equity Plan ("1995 Plan").
In such capacity, we have examined, signed and conformed
copies of the Registration Statement on Form S-8 relating to the Shares filed by
the Company with the Securities and Exchange Commission ("Commission") under the
Securities Act of 1933, as amended ("Securities Act") on October 30, 1996,
(hereinafter referred to as the "Registration Statement"), and have examined the
Prospectus dated October 30, 1996 relating to the Shares ("Prospectus"). We have
also examined, among other documents, signed copies of the Stock Option
Agreements between the Company and the grantees of options under the 1995 Plan,
copies of the Certificate of Incorporation, as amended, and By-Laws of the
Company, as amended, and copies of resolutions adopted by the Company's Board of
Directors relating, among other things, to the authorization and sale of the
Shares. In addition, we have examined and relied upon, to the extent we deemed
such reliance proper, certificates of officers and directors of the Company,
certificates of certain public officials and such other records and documents as
we have considered necessary and proper in order that we may render the opinion
hereinafter set forth. We have assumed the authenticity of such Certificate of
Incorporation, as amended, By-Laws, as amended, resolutions, certificates,
records and other documents examined by us and the correctness of all statements
of fact contained therein, and nothing has come to our attention which indicates
that such documents and other items are not authentic or correct. With respect
to such examination, we have assumed the genuineness of all signatures appearing
on all documents presented to us as originals and the conformity to originals of
all documents presented to us as conformed or reproduced documents. We have not
examined the certificates for the Shares other than specimens thereof.
As members of the Bar of the State of New York, we do not
purport to be experts in the laws of any jurisdiction other than the State of
New York and with respect to the federal laws of the United States.
<PAGE>
WinStar Communications, Inc.
October 30, 1996
Page 2
Based on the foregoing, we are of the opinion that the Shares
being offered pursuant to the Stock Option Agreements and the terms of the 1995
Plan have been duly authorized and, when issued and delivered against payment
therefor, as contemplated by the Registration Statement and the Stock Option
Agreements, will be validly issued and fully paid and nonassessable.
This letter is being delivered to you solely for your benefit
and may not be relied upon in any manner by any other person.
Very truly yours,
/s/ Graubard Mollen & Miller
GRAUBARD MOLLEN & MILLER
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
We have issued our report dated March 8, 1996, accompanying the consolidated
financial statements of WinStar Communications, Inc. and Subsidiaries appearing
in the Transition Report on Form 10-KSB for the ten months ended December 31,
1995 which is incorporated by reference in the Registration Statement and
Prospectus. We consent to the use of the aforementioned report and the
incorporation by reference in the Registration Statement and Prospectus.
/s/ Grant Thornton LLP
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GRANT THORNTON LLP
New York, New York
October 29, 1996
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