Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
CENTENNIAL COMMUNICATIONS CORP.
(Exact name of registrant as specified in its charter)
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Delaware 06-1242753
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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1305 Campus Parkway
Neptune, NJ 07753
(732) 919-1000
(Address of principal executive offices) (Zip code)
Centennial Communications Corp. and its Subsidiaries
Employee Stock Purchase Plan
(Full title of the plan)
Tony L. Wolk, Esq.
Centennial Communications Corp.
1305 Campus Parkway
Neptune, NJ 07753
(732) 919-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_________________________________
Copies to:
Michael H. Margulis, Esq.
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, New York 10168
(212) 692-1000
_________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price aggregate offering registration
per share (1) price (1) fee
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Class A Common Stock, 600,000 shares $16.969 $10,181,400 $2,688
par value $0.01 per
share
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on the
average of the high and low prices of the Class A Common Stock as reported on the Nasdaq National Market on June 16, 2000.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Securities and Exchange Commission
by Centennial Communications Corp., a Delaware corporation (the "Company"), are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year ended May
31, 1999;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended August 31, 1999, November 30, 1999, and February 29,
2000;
(3) the Company's Current Reports on Form 8-K dated July 14, 1999,
November 1, 1999, February 29, 2000, March 21, 2000, and March 22,
2000; and
(4) the description of the Company's Class A Common Stock contained in
the Company's Registration Statement on Form 8-A (Registration No.
0-19603), as amended.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14, or 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 part hereof from the date of filing such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable
Item 6. Indemnification of Directors and Officers.
The Company's Amended and Restated Certificate of Incorporation (the
"Restated Certificate") provides that the Company shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (the "DGCL"),
as the same may be amended and supplemented, indemnify any and all persons whom
it shall have power to indemnify under said section from and against any and all
of the expenses, liabilities and other matters referred to in or covered by said
section. The Company's Amended and Restated By-Laws (the "By-Laws") provide that
every person now or hereafter serving as a director or officer of the Company
and every such director or officer serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be indemnified by the Company in
accordance with and to the fullest extent permitted by law for the defense of,
or in connection with, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative. The
By-Laws also provide that the right to indemnification includes the right to be
paid expenses incurred in defending a civil, criminal, administrative, or
investigative action, suit or proceeding in advance of its final disposition;
provided, however, that such advance payment will only be made upon delivery to
the Company of an undertaking, by or on behalf of the director or officer, to
repay all amounts so advanced if it is ultimately determined that such director
is not entitled to indemnification.
Section 145 of the DGCL permits a corporation to indemnify any director or
officer of the corporation against expenses (including attorney's fees),
<PAGE>
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any action, suit or proceeding brought by reason of the fact
that such person is or was a director or officer of the corporation, and, with
respect to any criminal action or proceeding, if he or she had no reason to
believe his or her conduct was unlawful. If a derivative action (i.e., one
brought by or on behalf of the corporation), indemnification may be made only
for expenses, actually and reasonably incurred by any director or officer in
connection with the defense or settlement of such an action or suit, if such
person acted in good faith and in a manner that he reasonably believed to be in,
or not opposed to, the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged to be
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine that the defendant is fairly and
reasonably entitled to indemnity for such expenses despite such adjudication of
liability.
Pursuant to Section 102(b)(7) of the DGCL, the Restated Certificate
eliminates the liability of a director to the corporation or its stockholders
for monetary damages for such breach of fiduciary duty as a director, except for
liabilities arising (i) from any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) from acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL, or (iv) for any transaction from which the
director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4(a) Amended and Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-3 dated June 9, 2000.
(b) Amended and Restated By-Laws of the Company. Incorporated herein by
reference to Exhibit 3.2 to the Company's Current Report on Form 8-K
dated January 22, 1999.
5 Opinion of Tony L. Wolk, Esq. (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Tony L. Wolk, Esq. (included in Exhibit 5)
24 Powers of Attorney (included on page 5).
99 The Centennial Communications Corp. and its Subsidiaries Employee
Stock Purchase Plan. (filed herewith)
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
<PAGE>
(1) To file, during any period in which offers or sales are being
made, a post- effective amendment to this registration statement, 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 the time shall be deemed to
be the initial bona fide offering thereof.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and Exchange
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 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is 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 Neptune, State of New Jersey, on June 20, 2000.
CENTENNIAL COMMUNICATIONS CORP.
By: /s/ Michael J. Small
Michael J. Small, President and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Michael J. Small, Peter W. Chehayl, and Tony L.
Wolk, and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act, without the other, for
him and in his name, place, and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to the Registration
Statement on Form S-8 of Centennial Communications Corp. relating to the
offering of shares of its Class A Common Stock, 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 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 full 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, their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Signatures Title Date
/s/ Michael J. Small President, Chief Executive Officer June 22, 2000
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Michael J. Small and Director
/s/ Anthony J. de Nicola Director June 22, 2000
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Anthony J. de Nicola
Director June 22, 2000
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Mark T. Gallogly
/s/ Laurence H. Guffey Director June 22, 2000
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Laurence H. Guffey
/s/ Thomas E. McInerney Director June 22, 2000
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Thomas E. McInerney
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Director June 22, 2000
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Rudolph E. Rupert
/s/ J. Stephen Vanderwoude Director June 22, 2000
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J. Stephen Vanderwoude
Director June 22, 2000
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John M. Scanlon
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EXHIBIT INDEX
Exhibit
Number Exhibit
4(a) Amended and Restated Certificate of Incorporation of the Company.
Incorporated herein by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-3 dated June 9, 2000.
(b) Amended and Restated By-Laws of the Company. Incorporated herein
by reference to Exhibit 3.2 to the Company's Current Report on
Form 8-K dated January 22, 1999.
5 Opinion of Tony L. Wolk, Esq. (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Tony L. Wolk, Esq. (included in Exhibit 5)
24 Powers of Attorney (included on page 5).
99 The Centennial Communications Corp. and its Subsidiaries Employee
Stock Purchase Plan.(filed herewith)
