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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 2000
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
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Class A Common Stock,
$.01 par value 1,000,000 shares $ 74 1/16 $ 74,062,500 $ 19,552.50
=====================================================================================================================
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(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 15, 2000.
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/
1
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The contents of Registration Statement on Form S-8 (SEC No.
333-10817), filed August 26, 1996, are incorporated herein by reference.
2
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SIGNATURES AND POWER OF ATTORNEY
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 16, 2000.
RURAL CELLULAR CORPORATION
By /s/ Richard P. Ekstrand
-----------------------------------
Richard P. Ekstrand, President and
Chief Executive Officer
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 or her true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him or her and in his or her 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 or she 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 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:
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NAME TITLE DATE
<S> <C> <C>
President and chief executive officer
/s/ Richard P. Ekstrand (principal executive officer) and director June 16, 2000
----------------------------------------
Richard P. Ekstrand
Chief financial officer, Senior Vice
President (principal financial officer) and
/s/ Wesley E. Schultz director June 16, 2000
----------------------------------------
Wesley E. Schultz
/s/ David Del Zoppo Vice President, Finance and Accounting June 16, 2000
---------------------------------------- (principal accounting officer)
David Del Zoppo
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NAME TITLE DATE
<S> <C> <C>
/s/ Paul J. Finnegan Director June 16, 2000
----------------------------------------
Paul J. Finnegan
/s/ Jeffrey S. Gilbert Director June 16, 2000
----------------------------------------
Jeffrey S. Gilbert
/s/ John Hunt Director June 16, 2000
----------------------------------------
John Hunt
/s/ Ann K. Newhall Director June 16, 2000
----------------------------------------
Ann K. Newhall
/s/ Marvin C. Nicolai Director June 16, 2000
----------------------------------------
Marvin C. Nicolai
/s/ George M. Revering Director June 16, 2000
----------------------------------------
George M. Revering
/s/ Don Swenson Director June 16, 2000
----------------------------------------
Don Swenson
/s/ George Wikstrom Jr. Director June 16, 2000
----------------------------------------
George Wikstrom Jr.
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<CAPTION>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
------------------- ------------------------------------------------------------------------------- -------------
<S> <C> <C>
5 Opinion of Counsel....................................................... 6
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Public Accountants................................ 8
23.3 Consent of Independent Public Accountants ............................... 9
24 Powers of Attorney from Messrs. Ekstrand, Schultz, Del Zoppo, Finnegan,
Gilbert, Hunt, Nicolai, Revering, Swenson, Wikstrom and Ms. Newhall
(included on signature page)
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5
