<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1997.
REGISTRATION NO. 333-______________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------
OUTDOOR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0736400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(602) 246-9569
(Address and telephone number of Registrant's principal executive offices)
OUTDOOR SYSTEMS, INC. 401(K) PLAN
(Full title of the Plan)
WILLIAM S. LEVINE
Chairman of the Board
Outdoor Systems, Inc.
2502 N. Black Canyon Highway
Phoenix, Arizona 85009
(Name and address of agent for service)
(602) 246-9569
(Telephone number, including Area Code,
of Agent for Service)
--------------------
Copies of Communications to:
GABRIEL DUMITRESCU, Esq.
Powell, Goldstein, Frazer & Murphy LLP
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED(1) REGISTERED SHARE(2) PRICE(2) FEE(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 200,000 $26.50 $5,300,000 $1,606.06
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement covers an indeterminate number of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices of the Common Stock
on October 21, 1997 as reported by the New York Stock Exchange.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of the
Instructions to the Registration Statement on Form S-8 will be sent or given to
employees of the Registrant as required by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act").
I-1
<PAGE> 3
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(1) Annual Report on Form 10-K for the year ended December 31, 1996
(Commission File No. 0-28256);
(2) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1997
and June 30, 1997 (Commission File No. 0-28256);
(3) Current Report on Form 8-K filed with the Commission on May 27, 1997
(Commission File No. 0-28256);
(4) Current Report on Form 8-K filed with the Commission on June 4, 1997
(Commission File No. 0-28256);
(5) Current Report on Form 8-K filed with the Commission on June 18,
1997 (Commission File No. 0-28256);
(6) Current Report on Form 8-K filed with the Commission on August 29,
1997 (Commission File No. 1-13275);
(7) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A as filed with the
Commission on August 15, 1997 (Reg. No. 1-13275).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is filed.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "Delaware Law")
and Article VIII of the Amended and Restated Articles of Incorporation of the
Registrant set forth the extent to which the Registrant's directors and officers
may be indemnified by the Registrant against liability that they may incur while
serving in such capacity.
II-1
<PAGE> 4
Section 145 of the Delaware General Corporation Law provides in relevant
part that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe such person's conduct was
unlawful.
In addition, Section 145 provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Delaware Court of Chancery or
such other court shall deem proper. Delaware law further provides that nothing
in the above-described provisions shall be deemed exclusive of any other rights
to indemnification or advancement of expenses to which any person may otherwise
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
The Company's Fourth Amended and Restated Certificate of Incorporation
(the "Certificate of Incorporation") provides that no director of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) or
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases as provided in Section 174
of the Delaware General Corporation Law or (iv) for any transaction from which
the director derived an improper personal benefit. The effect of these
provisions is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of fiduciary duty as a director
(including breaches resulting from grossly negligent behavior), except in the
situations described above. The Company's Amended and Restated Bylaws, as
amended (the "Bylaws") provide that the Company will indemnify its directors and
officers to the fullest extent permissible under Delaware law. These
indemnification provisions require the Company to indemnify such persons against
certain liabilities and expenses to which they may become subject by reason of
their service as a director or officer of the Company. The provisions also set
forth certain procedures, including the advancement of expenses, that apply in
the event of a claim for indemnification.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the
II-2
<PAGE> 5
Certificate of Incorporation, Bylaws, or otherwise, the Company has been advised
that, in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 the Securities Act
will be governed by the final adjudication of such issue.
The Company maintains directors' and officers' liability insurance.
II-3
<PAGE> 6
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
herein:
Exhibit
Number Description
- ------ -----------
3.1 Fourth Amended and Restated Certificate of Incorporation.
[Incorporated herein by reference to Exhibit 99.2 to the
Registrant's Current Report on Form 8-K filed on June 4, 1997
(File No. 0-28256).]
3.2 Amended and Restated Bylaws. [Incorporated herein by reference
to Exhibit 3.2 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-1582).]
5.1 The registrant hereby undertakes that it has submitted or will
submit the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has or will
make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see signature page to this Registration
Statement).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-4
<PAGE> 7
(3) 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act 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 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 to the questions
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.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on October 20, 1997.
OUTDOOR SYSTEMS, INC.
By: /s/ William S. Levine
----------------------------------
William S. Levine
Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints WILLIAM S. LEVINE and BILL M. BEVERAGE, and each
of them as 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, 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 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 either
of them, or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
II-6
<PAGE> 9
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Arturo R. Moreno President (Principal October 20, 1997
- ------------------------------
Arturo R. Moreno Executive Officer) and
Director
/s/ William S. Levine Chairman of the Board October 20, 1997
- ------------------------------
William S. Levine and Director
/s/ Bill M. Beverage Secretary, Treasurer October 20, 1997
- ------------------------------
Bill M. Beverage and Chief Financial
Officer (Principal
Accounting and
Financial Officer)
/s/ Brian J. O'Connor Director October 20, 1997
- ------------------------------
Brian J. O'Connor
/s/ Stephen F. Butterfield Director October 20, 1997
- ------------------------------
Stephen F. Butterfield
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, the Trustee of the
Outdoor Systems, Inc. 401(k) Plan has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Phoenix, State of Arizona, on October 20, 1997.
OUTDOOR SYSTEMS, INC. 401(K) PLAN
By: Outdoor Systems, Inc.,
Plan Administrator
By: /s/ William S. Levine
---------------------
Name: William S. Levine
-----------------
Title: Chairman of the Board
---------------------
II-8
<PAGE> 11
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Fourth Amended and Restated Certificate of Incorporation.
[Incorporated herein by reference to Exhibit 99.2 to the
Registrant's Current Report on Form 8-K filed on June 4, 1997
(File No. 0-28256).]
3.2 Amended and Restated Bylaws. [Incorporated herein by reference
to Exhibit 3.2 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-1582).]
5.1 The registrant hereby undertakes that it has submitted or will
submit the Plan and any amendment thereto to the Internal
Revenue Service (the "IRS") in a timely manner and has or will
make all changes required by the IRS in order to qualify the
Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.
23.1 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see signature page to this Registration
Statement).
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Outdoor Systems, Inc. on Form S-8 of our reports dated February 14,
1997, except for Note 16 as to which the date is March 26, 1997, appearing in
the Annual Report on Form 10-K of Outdoor Systems, Inc. for the year ended
December 31, 1996.
DELOITTE & TOUCHE LLP
Phoenix, Arizona
October 20, 1997
