<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1998
REGISTRATION NO. 333-_________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
RURAL CELLULAR CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MINNESOTA 41-1693295
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
3905 DAKOTA STREET
P. O. BOX 2000
ALEXANDRIA, MINNESOTA 56308-2000
(Address of Principal Executive Offices) (Zip Code)
RURAL CELLULAR CORPORATION 1995 STOCK COMPENSATION PLAN
(Full title of the plan)
RICHARD P. EKSTRAND, PRESIDENT
3905 DAKOTA STREET
P. O. BOX 2000
ALEXANDRIA, MINNESOTA 56308-2000
(Name and address of agent for service)
(320) 762-2000
(Telephone number, including area code, of agent for service)
COPIES TO:
DEANNE M. GRECO, ESQ.
MOSS & BARNETT
A PROFESSIONAL ASSOCIATION
4800 NORWEST CENTER
90 SOUTH 7TH STREET
MINNEAPOLIS, MN 55402
TELEPHONE: (612) 347-0287
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
Title of Proposed Maximum Proposed Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 510,000 shares $16.125 $8,223,750 $2,426
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices of the Class A Common Stock as
reported by The Nasdaq National Market on June 23, 1998.
If any of the Securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. /X/
<PAGE>
The contents of Registration Statement on Form S-8 (SEC No. 333-10817),
filed August 26, 1996, are incorporated herein by reference.
2
<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 Alexandria, State of Minnesota, on June 25, 1998.
RURAL CELLULAR CORPORATION
By /s/ Richard P. Ekstrand
------------------------------------
Richard P. Ekstrand, President
3
<PAGE>
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby constitutes and appoints Richard P. Ekstrand, Wesley E. Schultz, Ann K.
Newhall and Deanne M. Greco, and each of them, his true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution for him and
in his name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, including any amendment increasing or decreasing the amount of
securities for which registration is being sought or any registration statement
for the same offering filed in accordance with Rule 462(b) under the Securities
Act of 1933, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange 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 or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
NAME TITLE DATE
/s/ Richard P. Ekstrand Chief executive officer and director June 25, 1998
- ----------------------- (principal executive officer)
Richard P. Ekstrand
/s/ Wesley E. Schultz Chief financial officer (principal June 25, 1998
- ----------------------- financial officer)
Wesley E. Schultz
/s/ Jeffrey S. Gilbert
- ----------------------- Director June 25, 1998
Jeffrey S. Gilbert
/s/ Marvin C. Nicolai
- ----------------------- Director June 25, 1998
Marvin C. Nicolai
/s/ George M. Revering
- ----------------------- Director June 25, 1998
George M. Revering
/s/ Don C. Swenson
- ----------------------- Director June 25, 1998
Don C. Swenson
/s/ George W. Wikstrom
- ----------------------- Director June 25, 1998
George W. Wikstrom
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ----------------------------------------------- --------
<C> <S> <C>
5 Opinion of Counsel................................ 6
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Public Accountants......... 8
24 Powers of Attorney from Messrs. Ekstrand,
Schultz, Gilbert, Nicolai, Revering,
Swenson, Wikstrom (included on signature page).... 4
</TABLE>
5
<PAGE>
EXHIBITS 5 AND 23.1
MOSS & BARNETT
A Professional Association
4800 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402-4129
Telephone (612) 347-0300
Facsimile (612) 339-6686
June 25, 1998
Board of Directors
Rural Cellular Corporation
P. O. Box 2000
Alexandria, Minnesota 56308-2000
Re: Registration Statement for 510,000 additional shares of Class A Common
Stock to be issued pursuant to Rural Cellular Corporation 1995 Stock
Compensation Plan
Our File No.: 24083.5004
Gentlemen:
This opinion is given in connection with the filing by Rural Cellular
Corporation (the "Registrant") with the Securities and Exchange Commission under
the Securities Act of 1933, of a Registration Statement on Form S-8 (the
"Registration Statement"), with respect to 510,000 shares of the Registrant's
Class A Common Stock, $.01 par value (the "Shares"), that may be issued upon
exercise of options or other awards that have been or may be granted under the
Registrant's 1995 Stock Compensation Plan (the "Plan"). The shares are in
addition to the 315,000 shares registered pursuant to Registration Statement on
Form S-8 (SEC No. 333-10817) filed on August 26, 1996, and the 575,000 shares
registered pursuant to Registration Statement on Form S-8 (SEC No. 333-28269)
filed on June 2, 1997.
We have acted as counsel for the Registrant in connection with the filing
of the Registration Statement. In so acting, we have examined the originals or
copies, certified or otherwise identified to our satisfaction, of all corporate
instruments and have made such inquiries of officers and representatives of the
Registrant as we have deemed relevant and necessary as a basis for the opinion
hereinafter set forth. In such examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals and the conformity to the original of documents submitted to us as
certified or photostatic copies. As to questions of fact material to such
opinion that we have not independently established, we have relied upon
representations or certificates of officers and directors of the Registrant.
6
<PAGE>
Board of Directors
June 25, 1998
Page 2
Based upon the foregoing, we are of the following opinion:
1. The Registrant has been duly incorporated and is validly existing as a
corporation under the laws of the State of Minnesota.
2. The shares have been duly authorized and when issued and delivered as
contemplated under the Plan will be validly issued and outstanding,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the use of this opinion as an exhibit to
applications to the securities commissioners of various states of the United
States for registration therein of various aggregate amounts of the Shares.
Very truly yours,
MOSS & BARNETT
A Professional Association
/s/ Deanne M. Greco
Deanne M. Greco
7
<PAGE>
EXHIBIT 23.2
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 6, 1998
included in Rural Cellular Corporation and subsidiaries Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota,
June 25, 1998
8
