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As filed with the Securities and Exchange Commission on August 24, 2000
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELLULAR TECHNICAL SERVICES COMPANY, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 11-2962080
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2401 FOURTH AVENUE, SEATTLE, WASHINGTON 98121
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(Address of Principal Executive Offices) (Zip Code)
1996 STOCK OPTION PLAN, AS AMENDED
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
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(Full title of the plan)
BRUCE R. YORK
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
CELLULAR TECHNICAL SERVICES COMPANY, INC.
2401 FOURTH AVENUE
SEATTLE, WASHINGTON 98121
(206) 443-6400
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(Name, address and telephone number, including area code, of agent for service)
With a copy to:
MICHAEL J. SHEF, ESQ.
PARKER CHAPIN LLP
THE CHRYSLER BUILDING
405 LEXINGTON AVENUE
NEW YORK, NEW YORK 10174
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Amount
Title of to be Proposed maximum Proposed maximum
securities to be registered offering price aggregate Amount of
registered (1) per share offering price registration fee
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<S> <C> <C> <C> <C>
Common stock, $.001 par value 133,185 $7.8125 (2) $1,040,507.81 $274.69
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Common stock, $.001 par value 131,815 $8.00 (3) $1,054,520 $278.39
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</TABLE>
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(1) Pursuant to Rule 416(b), there shall also be deemed covered hereby such
additional securities as may result from anti-dilution adjustments under
the 1996 Stock Option Plan and 1993 Non-Employee Director Stock Option
Plan.
(2) Calculated pursuant to Rule 457(h) and (c) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices ($8.125 and $7.50) of a share on August 18, 2000 as quoted
on the Nasdaq National Market System.
(3) Based pursuant to Rule 457(h), on the exercise price of the shares
subject to outstanding stock options.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference the following documents
into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2000. All other reports heretofore filed
by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1999.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A filed on July 30, 1991 under
the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents filed by the Registrant with the Securities
and Exchange Commission (the "SEC") subsequent to the filing date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a subsequent post-effective amendment which
indicates that all the securities offered by this Registration Statement have
been sold or which de-registers all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference, except for portions of such documents which shall not be deemed
incorporated by reference as indicated by statute, rule or regulation or by such
document itself, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement, except as
indicated herein.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The description of the indemnification and insurance provided to the
officers and directors of the Registrant contained in Item 14 of the
Registrant's Registration Statement on Form S-1 (Registration No. 33-44176) is
hereby incorporated by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 7 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(1) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
(2) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20
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percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(3) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1) and (a)(2) will 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 this Registration Statement.
(b) That, for the purpose of determining any liability under the 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.
(c) 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 Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement 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.
Insofar as indemnification for liabilities arising under the 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 SEC 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 the question 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Seattle, Washington on this 23rd day of August, 2000.
CELLULAR TECHNICAL SERVICES COMPANY, INC.
By: /s/ Stephen Katz
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Stephen Katz
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 does hereby constitute and appoint Stephen Katz and Bruce R. York
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and re-substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to the 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 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
attorneys-in-fact and agents or any of them, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Stephen Katz Chairman of the Board of August 23, 2000
----------------------------- Directors and Chief Executive
Stephen Katz Officer (Principal Executive Officer)
/s/ Bruce R. York Vice President and Chief August 23, 2000
----------------------------- Financial Officer (Principal
Bruce R. York Financial and Accounting Officer)
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
/s/ James Porter Director August 23, 2000
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James Porter
/s/ Lawrence Schoenberg Director August 23, 2000
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Lawrence Schoenberg
</TABLE>
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<PAGE>
Exhibit Index
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<TABLE>
<CAPTION>
Exhibit Page
Number Description No.
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<S> <C> <C>
5 Opinion of Parker Chapin LLP as to the legality of the 8
additional shares being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors 9
23.2 Consent of Parker Chapin LLP (included in their opinion filed 8
as Exhibit 5).
24 Power of Attorney (included on the signature page of this 5
Registration Statement).
99.1 Amendment No. 1 to 1996 Stock Option Plan of Cellular Technical 10
Services Company, Inc. (Effective December 14, 1998)
99.2 Amendment No. 2 to 1996 Stock Option Plan of Cellular Technical 11
Services Company, Inc. (Effective June 8, 2000)
99.3 Amendment No. 3 to 1993 Non-Employee Director Stock Option Plan 12
of Cellular Technical Services Company, Inc. (Effective
June 8, 2000)
</TABLE>
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