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As filed with the Securities and Exchange Commission on April 29, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CENTENNIAL CELLULAR CORP.
(Exact name of registrant as specified in its charter)
Delaware 06-1242753
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
50 Locust Avenue
New Canaan, Connecticut 06840
(Address of registrant's principal executive offices) (Zip Code)
Centennial Cellular Corp.
1993 Management Equity Incentive Plan
(Full title of the plan)
Bernard P. Gallagher
Centennial Cellular Corp.
50 Locust Avenue
New Canaan, Connecticut 06840
(Name and address of agent for service)
(203) 972-2000
(Telephone number, including area code, of agent for service)
Copies to:
David Z. Rosensweig David F. Kroenlein
Leavy Rosensweig & Hyman Whitman Breed Abbott & Morgan LLP
11 East 44th Street 200 Park Avenue
New York, New York 10017 New York, New York 10166
(212) 983-0400 (212) 351-3000
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[X]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
==========================================================================================================
Proposed Proposed
Title of Each Class Amount Maximum Maximum
of Securities to be Offering Price Aggregate Amount of
to be Registered Registered(2) Per Unit (1) Offering Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par 250,000 shares $32.78125 $8,195,312.50 $2,417.62
value $.01 per share ....
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(1) Calculated pursuant to Rule 457(c) and 457(h)(1) based on the average of
the high and low prices reported for the Class A Common Stock as quoted on
NASDAQ on April 24, 1998; such estimate has been made solely for the
purpose of calculating the registration fee as the actual offering price is
unknown.
(2) Together with an indeterminate number of shares which may be necessary to
adjust the number of shares of Class A Common Stock reserved for issuance
pursuant to the 1993 Management Equity Incentive Plan, as the result of a
stock split, stock dividend, reclassification, recapitalization or similar
adjustment(s) of the Class A Common Stock of Centennial Cellular Corp.
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REGISTRATION OF ADDITIONAL SECURITIES
This registration is for additional securities of the same class as
other securities for which a Form S-8 registration statement relating to the
same employee benefit plan is effective.
This Form S-8 registration statement incorporates by reference the
contents of the earlier Form S-8 registration statement (File No. 33-46131)
relating to Centennial Cellular Corp.'s 1993 Management Equity Incentive Plan,
filed with the Securities and Exchange Commission on October 25, 1993.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated in this Registration Statement by
reference:
(a) The Annual Report of Centennial Cellular Corp., a Delaware
corporation (the "Company") on Form 10-K for the fiscal year ended May
31, 1997; and
(b) The Quarterly Reports of the Company on Form 10-Q for each of
the Fiscal quarters ended August 31, 1997, November 30, 1997 and
February 28, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part of the Registration Statement from the
date of filing of such documents.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER EXHIBIT
- ------ -------
4(a) Restated Certificate of Incorporation of the Company. Incorporated
herein by reference to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1993.
(b) By-laws of the Company, as amended. Incorporated herein by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1992.
5 Opinion of Leavy Rosensweig & Hyman re legality, including consent of
such counsel.
23(a) Consent of Deloitte & Touche LLP
(b) The consent of Leavy Rosensweig & Hyman is contained in the opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney (see Page II-1 hereof)
99 The 1993 Management Equity Incentive Plan. Incorporated herein by
reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1994.
- 2 -
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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 Town of New Canaan, State of Connecticut, on the 27th
day of April, 1998.
CENTENNIAL CELLULAR CORP.
By /s/ Bernard P. Gallagher
_________________________________
Bernard P. Gallagher,
Chairman and
Chief Executive Officer
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Bernard P. Gallagher, Scott N.
Schneider and David Z. Rosensweig 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 such
attorneys-in-fact and agents 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 they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons, in the capacities indicated on April 27, 1998.
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<CAPTION>
Name Title
---- -----
<S> <C>
/s/ Bernard P. Gallagher
_____________________________ Chairman of the Board, Chief Executive Officer
Bernard P. Gallagher and Director (principal executive officer)
/s/ Scott N. Schneider
_____________________________ Chief Financial Officer, Senior Vice President,
Scott N. Schneider Treasurer, Chief Accounting Officer and Director
(principal accounting officer)
_____________________________ Director
Daryl A. Ferguson
/s/ Rudy J. Graf
_____________________________ Director
Rudy J. Graf
_____________________________ Director
William M. Kraus
/s/ David Z. Rosensweig
_____________________________ Director
David Z. Rosensweig
_____________________________ Director
Peter J. Solomon
/s/ Frank Tow
_____________________________ Director
Frank Tow
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II-1
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EXHIBIT INDEX
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<CAPTION>
Exhibit
Number EXHIBIT Page No.
- ------- ------- ----
<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Company. Incorporated
herein by reference to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended August 31, 1993.
(b) By-laws of the Company, as amended. Incorporated herein by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1992.
5 Opinion of Leavy Rosensweig & Hyman re legality, including consent of
such counsel.
23(a) Consent of Deloitte & Touche LLP
(b) The consent of Leavy Rosensweig & Hyman is contained in the opinion
filed as Exhibit 5 to this Registration Statement.
24 Powers of Attorney (see Page II-1 hereof)
99 The 1993 Management Equity Incentive Plan. Incorporated herein by
reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1994.
</TABLE>
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EXHIBIT 5
[LETTERHEAD OF]
LEAVY ROSENSWEIG & HYMAN
April 27, 1998
Centennial Cellular Corp.
1305 Campus Parkway
Neptune, NJ 07753
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
being filed by Centennial Cellular Corp., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to 250,000 shares of Class A Common Stock, par
value $.01 per share (the "Shares"), of the Company.
We have examined originals, or photostatic or certified copies, of such
records of the Company, certificates of officers of the Company and of public
officials and such other documents as we have deemed relevant and necessary as
the basis for the opinions set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.
Based upon our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the Shares registered for issuance pursuant
to the Registration Statement are currently validly authorized and, when issued
as contemplated by the Registration Statement, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm appearing under the
caption "Legal Matters" in the Prospectus that forms
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Centennial Cellular Corp.
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a part of the Registration Statement. In giving this consent, we do not admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the General Rules and Regulations of the
Commission.
Very truly yours,
/s/ Leavy Rosensweig & Hyman
Leavy Rosensweig & Hyman
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Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Centennial Cellular Corp. on Form S-8 of our report dated July 25, 1997
appearing in the Annual Report on Form 10-K of Centennial Cellular Corp. for
the year ended May 31, 1997.
DELOITTE & TOUCHE LLP
Stamford, CT
April 27, 1998
