REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3221852
(State of incorporation) (I.R.S. employer identification no.)
110 EAST 59TH STREET, NEW YORK, NEW YORK 10022
(Address of principal executive offices, zip code)
CELLULAR COMMUNICATIONS INTERNATIONAL, INC. 1991 EMPLOYEE STOCK OPTION PLAN
(Full title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL, TREASURER AND SECRETARY
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212)906-8480
(Name, address and telephone number, including area code, of agent for service)
Copies to:
THOMAS H. KENNEDY, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212)735-2526
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Regis-
Registered Registered Offering Price Aggregate Offering tration Fee (3)
Per Share(1)(2) Price (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 109,500 (4) $48.8125 $5,344,969 $1,576.77
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights)(5)
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</TABLE>
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act of 1933, as amended (the "Securities Act"), on the
basis of the average of the high and low sale prices for a share of
Common Stock on the National Association of Securities Dealers, Inc.
Automated Quotations/Stock Market on January 20, 1998.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
(4) Plus such additional number of shares of Common Stock as may be
issuable pursuant to the antidilution provisions of the Cellular
Communications International, Inc. 1991 Employee Stock Option Plan.
(5) Prior to the occurrence of certain events, the Series A Junior
Participating Preferred Stock Purchase Rights (the "Rights") will not
be evidenced separately from the Common Stock. The value attributable
to the Rights, if any, is reflected in the value of the Common Stock.
<PAGE>
Pursuant to Instruction E of Form S-8 with respect to the registration of
additional securities, the Registration Statement dated December 7, 1992 of the
registrant, Cellular Communications International, Inc., a Delaware corporation
(the "Company"), filed on Form S-8 (File No. 33-41528), and all exhibits
thereto, the Registration Statement dated May 12, 1994 of the Company filed on
Form S-8 (File No. 33-78846), and all exhibits thereto, and the Registration
Statement dated February 9, 1995 of the Company filed on Form S-8 (File No.
33-89366), and all exhibits thereto, are incorporated by reference in this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
5 Opinion of Richard J. Lubasch, Esq. regarding the
legality of the securities being registered
23.1 Consent of Richard J. Lubasch, Esq. (included as
part of Exhibit 5)
23.2 Consent of Ernst & Young LLP
24 Powers of Attorney
Page 2 of 15 Pages
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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 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 22nd day of
January, 1998.
CELLULAR COMMUNICATIONS
INTERNATIONAL, INC.
By: /s/ Richard J. Lubasch
--------------------------------------
Richard J. Lubasch
Senior Vice President-General Counsel,
Treasurer and Secretary
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 date indicated.
Name Title Date
* Chairman, President and Chief January 22, 1998
- ---------------------- Executive Officer
William B. Ginsberg
* Executive Vice President, Chief January 22, 1998
- ---------------------- Operating and Financial Officer
J. Barclay Knapp and Director
* Vice President-Controller (Chief January 22, 1998
- ---------------------- Accounting Officer)
Gregg Gorelick
Page 3 of 15 Pages
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* Director January 22, 1998
- ----------------------
Sidney R. Knafel
* Director January 22, 1998
- ----------------------
Del Mintz
* Director January 22, 1998
- ----------------------
Alan J. Patricof
* Director January 22, 1998
- ----------------------
Warren Potash
* By: /s/ Richard J. Lubasch
-----------------------
Richard J. Lubasch
Attorney-in-Fact
Page 4 of 15 Pages
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EXHIBIT INDEX
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
5 Opinion of Richard J. Lubasch, Esq. 6
regarding the legality of the securities
being registered
23.1 Consent of Richard J. Lubasch, Esq.
(included as part of Exhibit 5)
23.2 Consent of Ernst & Young LLP 8
24 Powers of Attorney 9
Page 5 of 15 Pages
EXHIBIT 5
[LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.]
January 22, 1998
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: Cellular Communications International, Inc.
Registration Statement on Form S-8
-------------------------------------------
Gentlemen:
I am Senior Vice President, General Counsel, Treasurer and Secretary of
Cellular Communications International, Inc., a Delaware corporation (the
"Company"), and am familiar with the proceedings taken by the Company in
connection with (i) the Registration Statement on Form S-8 (the "Registration
Statement") which the Company is filing to register 109,500 shares of its common
stock, par value $.01 per share (the "Common Stock"), under the Securities Act
of 1933, as amended (the "Securities Act"), issuable under the Company's 1991
Employee Stock Option Plan (as amended and restated June 2, 1994) (the "Plan")
and (ii) the Stockholder Rights Agreement, dated as of December 19, 1990,
between the Company and Continental Stock Transfer & Trust company, as Rights
Agent (the "Rights Agreement"), which provides for one right (the "Right") to
purchase shares of the Company's Series A Junior Participating Preferred Stock
to be attached to and issued with each share of Common Stock.
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion, I have examined and am familiar with
originals or copies of (i) the Restated Certificate of Incorporation and By-laws
of the Company, (ii) resolutions of the Board of Directors of the Company
relating to the Plan and the Registration Statement, (iii) resolutions of the
stockholders of the Company with respect to the Plan, (iv) the Registration
Statement, (v) the Plan, (vi) the Rights Agreement and (vii) such other
documents as I have deemed necessary or appropriate as a basis for the opinions
set forth below.
Page 6 of 15 Pages
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Securities and Exchange Commission
January 22, 1998
Page Two
Based upon and subject to the foregoing, I am of the opinion that:
1. The shares of Common Stock, when issued under the circumstances
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
2. The Rights, when issued in accordance with the Rights Agreement, will be
validly issued.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Richard J. Lubasch
Richard J. Lubasch
Senior Vice President, General Counsel,
Treasurer and Secretary
Page 7 of 15 Pages
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Cellular Communications International, Inc. for the registration of
109,500 shares of its Common Stock (including Series A Junior Participating
Preferred Stock Purchase Rights) pertaining to the Cellular Communications
International, Inc. 1991 Employee Stock Option Plan, of our report dated March
18, 1997 with respect to the consolidated financial statements and schedule
included in its Annual Report (Form 10-K) for the year ended December 31, 1996
filed with the Securities and Exchange Commission that has been incorporated by
reference in Registration Statements on Form S-8 Nos. 33-41528, 33-78846 and
33-89366.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
January 21, 1998
Page 8 of 15 Pages
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ William B. Ginsberg
------------------------------
William B. Ginsberg
January 21, 1998
Page 9 of 15 Pages
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ J. Barclay Knapp
------------------------------
J. Barclay Knapp
January 21, 1998
Page 10 of 15 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Gregg Gorelick
------------------------------
Gregg Gorelick
January 21, 1998
Page 11 of 15 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Sidney R. Knafel
-------------------------------
Sidney R. Knafel
January 21, 1998
Page 12 of 15 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Del Mintz
------------------------------
Del Mintz
January 21, 1998
Page 13 of 15 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Alan J. Patricof
-------------------------------
Alan J. Patricof
January 21, 1998
Page 14 of 15 Pages
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and
appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent,
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
relating to Cellular Communications International, Inc. 1991 Employee Stock
Option Plan and to file the same, together with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and such other state and federal government commissions and agencies as may be
necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, lawfully do or
cause to be done by virtue hereof.
/s/ Warren Potash
------------------------------
Warren Potash
January 21, 1998
Page 15 of 15 Pages
