SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20459
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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SAGA COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 38-3042953
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236
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(Address of principal executive offices, including zip code)
SAGA COMMUNICATIONS, INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
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(Full title of plan)
Norman L. McKee
Senior Vice President and Chief Financial Officer
Saga Communications, Inc.
73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
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(Name and address of agent for service)
(313) 886-7070
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(Telephone number, including area code, of agent for service)
With a copy to:
Christine M. Marx, Esq.
Edwards & Angell
150 John F. Kennedy Parkway
Short Hills, NJ 07078
(201)376-7700
Calculation of Registration Fee
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
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Class A Common Stock, 100,000 shares $18.50 $1,850,000 $616.67
$.01 par value
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(1) This calculation is made solely for the purpose of determining the
amount of the Registration Fee and is based upon a price of $18.50 per
share, which was the closing price of the Company's Class A Common Stock
reported on June 3, 1997.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form S-8 will
be sent or given to non-employee directors participating in the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are incorporated herein by reference the following documents:
(1) The annual report of the Company on Form 10-K for its fiscal year ended
December 31, 1996;
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act") since the end of the
fiscal year covered by the annual report referred to in (1) above;
(3) The description of the Shares of Common Stock incorporated by reference
in the Company's registration statement on Form 8-A filed under the Exchange
Act, including any amendment or reports filed for the purpose of updating such
description.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of this offering, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of the
filing of such documents. Any statements contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of the Registration Statement to the extent that a
statement contained herein or in any other subsequently filed documents 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF PERSONS NAMED AS EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Restated Certificate of Incorporation of the Company provides for
indemnification to the full extent permitted by the General Corporation Law of
the State of Delaware (the "Delaware Code"), as amended from time to time. Such
section makes mandatory the indemnification by the Company of directors,
officers, employees or agents from and against any and all expenses and
liabilities that may be imposed upon or incurred by him in connection with, or
as a result of, any proceeding in which he may become involved, as a party or
otherwise, by reason of the fact that he is or was such a director, officer,
employee or agent of the Company or any subsidiary or parent of the Company,
whether or not he continues to be such at the time such expenses and liabilities
have been imposed or incurred. Section 145 of Title 8 of the Delaware Code also
provides that such indemnification is not exclusive of any other indemnification
rights granted by the Company to directors, officers, employees or agents.
The By-Laws of the Company mandate that each person who at any time is, or
shall have been, a director or officer of the Company, and is threatened to be
or is made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is, or was, a director, officer, employee or agent of the
Corporation, or is or has served 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 against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding to
the full extent permitted under subsections (a) through (e) of Section 145 of
Title 8 of the Delaware Code, as from time to time amended. The foregoing right
of indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Restated Certificate of Incorporation of the Company also contains a
provision eliminating the liability of a director to the Company or its
stockholders for breach of fiduciary duty as a director, other than liability
(a) for breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the Delaware General Corporation law or (d) for any transaction from which the
director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted pursuant to the foregoing provisions, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description of Exhibit
5 Opinion of Edwards & Angell
23(a) Consent of Ernst & Young LLP
23(b) Consent of Edwards & Angell (included in Exhibit 5)
24 Power of Attorney (included on signature pages 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 of 1933;
(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;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change for such information in the registration statement;
provided, however that paragraphs (i) and (ii) above 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 Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 that 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.
The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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.
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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
<PAGE>
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 the City of Grosse Pointe Farms, State of Michigan on June 6,
1997.
SAGA COMMUNICATIONS, INC.
By: /s/ Edward K. Christian
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Edward K. Christian
President
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints the President and Chief Executive Officer and
Senior Vice President and Chief Financial Officer, and any one of them, acting
alone, his or her true and lawful attorneys-in-fact and agents with full power
of substitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all documents (including post-effective
amendments) and to file the same, with all exhibits thereto, and all 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
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their, his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 indicated on June 6, 1997.
Signatures Title
/s/ Edward K. Christian
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Edward K. Christian President, Chief Executive Officer
and Chairman of the Board
/s/ Norman L. McKee
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Norman L. McKee Senior Vice President, Chief Financial
Officer and Treasurer; Director
/s/ Catherine A. Bobinski
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Catherine A. Bobinski Corporate Controller and Chief Accounting
Officer
/s/ Jonathan Firestone
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Jonathan Firestone Director
/s/ Joseph P. Misiewicz
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Joseph P. Misiewicz Director
/s/ Gary Stevens
- ------------------------------- Director
Gary Stevens
Exhibit 5
June 6, 1997
Saga Communications, Inc.
73 Kercheval Avenue
Grosse Pointe Farms, MI 48236
Ladies and Gentlemen:
We are furnishing this opinion in connection with the filing by Saga
Communications, Inc. (the "Corporation") of a Registration Statement on Form S-8
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") relating to the issuance by the Company of up to 100,000 shares of
the Corporation's Class A Common Stock, $0.01 par value, to be issued to certain
directors of the Corporation under the Corporation's 1997 Non-Employee Director
Stock Option Plan (the "Plan").
In connection with this opinion, we have examined such corporate records,
certificates and other documents, and reviewed such questions of law, as we have
deemed necessary or appropriate in order to express the opinions contained
herein.
Based upon such examination, it is our opinion that the shares of Class A
Common Stock being registered by the Registration Statement, when issued and
paid for as contemplated in the Plan, assuming due execution of the certificates
therefor, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and the Prospectus constituting a portion thereof. This opinion may not be used
for any other purpose or relied upon by any other person, firm or corporation
for any purpose without our prior written consent.
Very truly yours,
EDWARDS & ANGELL
By: /s/ Christine M. Marx
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Christine M. Marx
Partner
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Saga Communications, Inc. 1997 Non-Employee Director
Stock Option Plan and in the related Prospectus of our report dated February 14,
1997, with respect to the consolidated financial statements and schedule of Saga
Communications, Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Detroit, Michigan
June 6, 1997
