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REGISTRATION NO. 33-
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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 OF PUERTO RICO, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 13-3517074
(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 OF PUERTO RICO, INC.
NONQUALIFIED STOCK OPTION AGREEMENTS
(Full title of the Plan)
RICHARD J. LUBASCH, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
110 EAST 59TH STREET
NEW YORK, NEW YORK 10022
(212) 371-3142
(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) 735-3000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Securities to be Amount to be Proposed Maximum Offer- Proposed Maximum Ag- Amount of Regis-
Registered Registered ing Price Per Share (1)(2) gregate Offering Price (2) tration Fee (3)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 751,000 $[24.9375] $[18,728,062.50] $[6,457.95]
$0.01 per share (including
Series A Junior Participating
Preferred Stock Purchase
Rights) (4)
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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 Nasdaq Stock Market's National Market on September [23], 1996.
(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) 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 1 of 16 Pages
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Pursuant to Instruction E of Form S-8 with respect to the registration of
additional securities, the Registration Statement dated November 11, 1992, filed
on Form S-8 (File No. 33-54796), and all exhibits thereto, is 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 16 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 26th day of
September, 1996.
CELLULAR COMMUNICATIONS OF PUERTO RICO, INC.
By: /s/ Richard J. Lubasch
---------------------------------------------------
Richard J. Lubasch
Senior Vice President, General Counsel 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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
*
- -------------------- Chairman of the Board, Chief September 26, 1996
George S. Blumenthal Executive Officer and Treasurer
*
- -------------------- President, Chief Operating September 26, 1996
J. Barclay Knapp and Financial Officer and
Director
</TABLE>
Page 3 of 16 Pages
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* Vice President-Controller September 26, 1996
- ----------------- (Chief Accounting Officer)
Gregg Gorelick
* Director September 26, 1996
- -----------------
Sidney R. Knafel
* Director September 26, 1996
- -----------------
Ted H. McCourtney
* Director September 26, 1996
- -----------------
Del Mintz
* Director September 26, 1996
- -----------------
Alan J. Patricof
* Director September 26, 1996
- -----------------
Warren Potash
* By: /s/ Richard J. Lubasch
------------------------
Richard J. Lubasch
Attorney-in-Fact
Page 4 of 16 Pages
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EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
<S> <C> <C>
5 Opinion of Richard J. Lubasch, Esq.
regarding the legality of the securities being
registered 6
23.1 Consent of Richard J. Lubasch, Esq.
(included as part of Exhibit 5) 6
23.2 Consent of Ernst & Young LLP 8
24 Powers of Attorney 9
</TABLE>
Page 5 of 16 Pages
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EXHIBIT 5
---------
[CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. LETTERHEAD]
September 24, 1996
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re: Cellular Communications of Puerto Rico, Inc.
Registration Statements on Form S-8
-----------------------------------
Gentlemen:
I am Senior Vice President, General Counsel and Secretary of Cellular
Communications of Puerto Rico, Inc., a Delaware corporation (the "Company"), and
am familiar with the proceedings taken by the Company in connection with (i) the
Registration Statements on Form S-8 (the "Registration Statements") which the
Company is filing to register (a) 751,000 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 certain Company Non-Qualified
Stock Option Agreements (the "Agreements") and (b) 225,000 shares of Common
Stock under the Securities Act, issuable under the Company's employee stock
option plan (the "Plan") and (ii) the Stockholder Rights Agreement, dated as of
January 24, 1992, 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.
Page 6 of 16 Pages
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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 Agreements, the Plan and the Registration Statements, (iii)
resolutions of the stockholders of the Company with respect to the Plan, (iv)
the Registration Statements, (v) the Agreements, (vi) the Plan, (vii) the Rights
Agreement and (viii) such other documents as I have deemed necessary or
appropriate as a basis for the opinions set forth below.
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 Statements, 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 each of the Registration Statements.
Very truly yours,
/s/ Richard J. Lubasch
--------------------------------
Richard J. Lubasch
Senior Vice President-General Counsel
& Secretary
Page 7 of 16 Pages
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EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
of Cellular Communications of Puerto Rico, Inc., for the registration of 751,000
shares of its Common Stock (including Series A Junior Participating Preferred
Stock Purchase Rights) pertaining to the Cellular Communications of Puerto Rico,
Inc. Nonqualified Stock Option Agreements, of our report dated February 23,
1996, with respect to the consolidated financial statements and schedule of
Cellular Communications of Puerto Rico, Inc. included in its Annual Report (Form
10-K) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission, that has been incorporated by reference in the Registration
Statement (Form S-8 No. 33-54796) dated November 11, 1992.
/s/ Ernst & Young LLP
---------------------
ERNST & YOUNG LLP
Hato Rey, Puerto Rico
September 24, 1996
Page 9 of 16 Pages
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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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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/ George S. Blumenthal
--------------------------
George S. Blumenthal
September 25, 1996
Page 10 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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
September 25, 1996
Page 11 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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
September 25, 1996
Page 12 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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
September 25, 1996
Page 13 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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/ Ted H. McCourtney
------------------------
Ted H. McCourtney
September 25, 1996
Page 14 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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
September 25, 1996
Page 15 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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
September 25, 1996
Page 16 of 16 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 of Puerto Rico, Inc. Nonqualified Stock
Option Agreements 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
September 25, 1996
Page 17 of 16 Pages
