As filed with the Securities and Exchange Commission
on October 31, 1997
Registration No. 333-
-----------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
HUNGARIAN TELEPHONE AND CABLE CORP.
(Exact name of registrant as specified in its charter)
Delaware 13-3652685
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902
(203) 348-9069
(Address and telephone number of Registrant's
principal executive offices)
----------------------
PETER T. NOONE, ESQ.
GENERAL COUNSEL
HUNGARIAN TELEPHONE AND CABLE CORP.
100 FIRST STAMFORD PLACE
STAMFORD, CT 06902
(203) 348-9069
(Name, address and telephone number of agent for service)
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement as
determined by the Selling Stockholders.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
<PAGE>
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]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
=================================================================
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Title of Amount Offering Aggregate of
Securities to to be Price Per Offering Registration
be Registered Registered Share Price Fee(1)
- ----------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value
$.001 per
Share 108,979 $11.6875 $1,273,693 $440.00
- -----------------------------------------------------------------
<FN>
(1) The offering price for the shares registered hereby has been estimated in
accordance with Rule 457(c), solely for the purpose of calculating the
registration fee and is based upon the average of the high and low sale
prices of the Common Stock as reported on the American Stock Exchange on
October 30, 1997 of $11.6875 per share.
-----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1993 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
=================================================================
</FN>
</TABLE>
-2-
<PAGE>
PROSPECTUS
- ----------
108,979 SHARES
HUNGARIAN TELEPHONE AND CABLE CORP.
COMMON STOCK
All of the 108,979 shares (the "Shares") of common stock, par value $.001 per
share (the "Common Stock") of Hungarian Telephone and Cable Corp., a Delaware
corporation (the "Company"), offered hereby are being offered on behalf of and
for the account of certain security holders (the "Selling Stockholders") of the
Company. The Shares include (1) 4,650 shares of Common Stock issuable upon
exercise of Common Stock purchase warrants (the "Private Placement Warrants")
issued to a certain individual in connection with the Company's private
placement completed in August 1992 (the "Private Placement"), (2) 17,379 shares
of Common Stock issuable upon exercise of Common Stock purchase warrants (the
"IPO Warrants") issued to certain individuals in connection with the Company's
initial public offering completed in December 1992 (the "IPO"), (3) 61,950
shares of Common Stock issuable upon exercise of Common Stock purchase warrants
(the "Regulation S Warrants") issued to one firm and one individual in
connection with the Company's private placement under Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), completed in November
1994 (the "Regulation S Offering") and (4) 25,000 shares of Common Stock
issuable upon exercise of a Common Stock purchase warrant (the "Bell Canada
Warrant") issued to Bell Canada International Inc. in connection with the
settlement of a contractual dispute in September 1994. The Private Placement
Warrants, the IPO Warrants, the Regulation S Warrants and the Bell Canada
Warrant are referred to herein collectively as the "Warrants."
The Company anticipates that the Selling Stockholders intend to sell the Shares
in one or more ordinary brokerage transactions (which may include one or more
block trades) on the American Stock Exchange (the "Amex") at market prices
prevailing at the time of such sale (subject to customary or negotiated
brokerage commissions) using such broker-dealers as may enter into arrangements
with the Selling Stockholders. The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders other than the proceeds
upon exercise of the Warrants. See "Plan of Distribution."
The Company has agreed to pay the cost of the registration of the Shares and the
preparation of this Prospectus and the Registration Statement under which it is
filed and all other costs in connection with the sale of the Shares except for
brokerage commissions, compensation to dealers and similar expenses. The
expenses payable by the Company are estimated to aggregate approximately $3,740.
-3-
<PAGE>
The Selling Stockholders and any brokers executing sale orders on behalf of the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
the Securities Act, in which event commissions received by such brokers may be
deemed to be underwriting commissions under the Securities Act.
The Shares offered hereby have not been registered under the "blue sky" or
securities laws of any jurisdiction, and any broker or dealer should assure the
existence of an exemption from registration or effectuate such registration in
connection with the offer and sale of the Shares.
The Common Stock is listed on the Amex under the symbol "HTC." On October 30,
1997, the closing sale price of the Common Stock on the Amex was $12.25 per
share.
-------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") OR ANY STATE SECURITIES COMMISSION (THE
"STATE COMMISSION") NOR HAS THE COMMISSION OR ANY STATE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------------
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus, and, if given or made, such information or representations must
not be relied upon as having been authorized by the Company, any of the Selling
Stockholders or any other person. This Prospectus does not constitute an offer
to sell, or a solicitation of an offer to purchase, any securities other than
the Shares of Common Stock offered by this Prospectus, nor does it constitute an
offer to sell or a solicitation of any offer to purchase the Shares of Common
Stock in any jurisdiction where such an offer or solicitation is not authorized,
or in which the person making such offer or solicitation is not qualified to do
so, or to any person to whom it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create an implication that there have been no change in the
affairs of the Company since the date hereof or that the information contained
herein or in the documents incorporated by reference herein is correct as of any
time subsequent to the dates hereof or thereof.
-------------------------
The Date of this Prospectus is October 31, 1997
=================================================================
-4-
<PAGE>
NEITHER THE FACT THAT A REGISTRATION STATEMENT HAS BEEN FILED WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT THE REGISTRATION STATEMENT IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE
FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF NEW
HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER,
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
-5-
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Facilities of
the Commission at the offices of the Commission at Room 1024, 450 Fifth Street,
NW, Washington, D.C. 20549; and at its regional offices located at Northwestern
Atrium Center, Suite 1400, 500 West Madison Street, Chicago, Illinois
60661-2511, and at 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such material may also be obtained, upon payment of prescribed fees,
from the Public Reference Section of the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549. Such material also may be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov. In addition, such material, dated through December 19, 1995,
is also available for inspection at the offices of the NASDAQ Stock Market,
Reports Section, 1735 K Street, N.W., Washington, D.C. 20006. Such material,
beginning December 20, 1995, is also available for inspection at the offices of
the American Stock Exchange, 86 Trinity Place, New York, New York 10006. This
Prospectus does not contain all of the information set forth in the Registration
Statement and exhibits thereto of which this Prospectus is a part and which the
Company has filed with the Commission under the Securities Act, and to which
reference is hereby made. For further information with respect to the Company
and the securities offered hereby, reference is made to the Registration
Statement, including the exhibits filed as a part thereof, copies of which can
be inspected at, or obtained at prescribed rates in the manner set forth above.
Additional updating information with respect to the Company may be provided in
the future by means of appendices or supplements to the Prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, previously filed by the Company with the
Commission, are hereby incorporated by reference into this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 (including Exhibit 99.6 attached thereto) and June 30, 1997.
3. All other reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act since the end of the fiscal year covered by the annual
report referred to above.
-6-
<PAGE>
4. The Company's Definitive Proxy Statement for its Annual Meeting of
Stockholders held on May 16, 1997.
5. The description of the Common Stock contained in the Company's
registration Statement on Form S-8, filed with the Commission on June 24, 1997
(Commission File Number 333-29885).
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof and thereof from the date of filing of such documents. Any
statement contained in the documents incorporated, or deemed to be incorporated,
by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company shall furnish without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the documents incorporated by reference, other than
exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Requests for information
regarding the aforementioned documents should be directed to Peter T. Noone,
General Counsel, Hungarian Telephone and Cable Corp., 100 First Stamford Place,
Stamford, Connecticut 06902; telephone number (203) 348-9069.
All information appearing in this Prospectus is qualified in its entirety
by the detailed information, including financial statements, appearing in the
documents incorporated herein or therein by reference.
THE COMPANY
The Company, a Delaware corporation, through its Hungarian subsidiaries, is
engaged in the provision of basic telephone services in five defined regions
with in the Republic of Hungary.
The Company's United States office is located at 100 First Stamford Place,
Stamford, Connecticut 06902; telephone (203) 348-9069. The Company's principal
office in Hungary is located at Kiralyhago u.2, H-1126, Budapest; telephone
(361) 457-6300.
-7-
<PAGE>
USE OF PROCEEDS
The Shares being offered hereby are for the account of the Selling
Stockholders. Accordingly, the Company will not receive any of the proceeds from
the sale of the Shares by the Selling Stockholders. See "Selling Stockholders."
The Company may receive up to an aggregate of $1,560,436.85 as payment for
the exercise of the Warrants as follows: (1) the Company will receive an
aggregate of $16,740 as payment of the $3.60 per share exercise price of the
Private Placement Warrants, (2) the Company will receive an aggregate of
$176,396.85 as payment of the $10.15 per share exercise price of the IPO
Warrants, (3) the Company will receive an aggregate of $867,300 as payment of
the $14.00 per share exercise price of the Regulation S Warrants and (4) the
Company will receive an aggregate of $500,000 as payment of the $20.00 per share
exercise price of the Bell Canada Warrant. These proceeds will be used by the
Company for general corporate purposes.
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
number of Shares of Common Stock owned by each Selling Stockholder prior to the
offering, and the number of Shares and (if one percent or more) the percentage
of the class to be owned by such Selling Stockholder after the offering.
The number of Shares that may be actually sold by each of the Selling
Stockholders will be determined by each such Selling Stockholder, and may depend
upon a number of factors, including, among other things, the market price of the
Common Stock. Because each of the Selling Stockholders may offer all, some or
none of the Shares that each holds, no estimate can be given of the number of
Shares that will be held by each of the Selling Stockholders upon or prior to
termination of this offering. See "Plan of Distribution." The table below sets
forth information as of October 18, 1997 concerning the beneficial ownership of
the Shares of each of the Selling Stockholders. All information as to beneficial
ownership has been furnished by each of the Selling Stockholders. Percentages
shown assume all Shares are sold.
-8-
<PAGE>
<TABLE>
<CAPTION>
Shares Shares
Owned Shares Owned
Prior to Offered After
Name Offering Hereby Offering Percent
- ----------------------------------------------------------------
Private Placement
Warrant Holder:
<S> <C> <C> <C> <C>
Robert Genova 39,650(1) 4,650 35,000(1) *(1)
former Director, President
and Chief Executive Officer
IPO Warrant
Holders:
Patrick Smetek 5,793 5,793 0 *
Thomas Buckley 5,793 5,793 0 *
Thomas Reckling 5,793 5,793 0 *
Regulation S
Warrant Holders:
Commonwealth Associates 55,950 55,950 0 *
John Simmons 6,000 6,000 0 *
Bell Canada Warrant
Holder:
Bell Canada Inter-
national Inc. 25,000 25,000 0 *
- -------------
<FN>
* Represents as to each Selling Stockholder less than 1% of the shares of
Common Stock outstanding.
(1) Does not give effect to an aggregate of 293,747 shares of Common Stock
issuable to Mr. Genova upon exercise of currently exercisable options. Assuming
exercise in full of all the options he holds, Mr. Genova would own 328,747
shares, or 6.0% of the outstanding Common Stock after the completion of the
offering of his portion of the Shares.
</FN>
</TABLE>
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Common Stock of the Company is
Continental Stock Transfer & Trust Company, 2 Broadway, New York, New York
10004.
-9-
<PAGE>
PLAN OF DISTRIBUTION
The Company anticipates that the Selling Stockholders will sell the Shares
offered hereby from time to time. The number of Shares that actually may be sold
by the Selling Stockholders will be determined by each Selling Stockholder and
will depend on a number of factors, including the market price of the Common
Stock and the Selling Stockholder's personal financial circumstances.
The Selling Stockholders may sell shares of Common Stock in any of the
following ways: (i) through dealers; (ii) through agents; or (iii) directly to
one or more purchasers. The distribution of the Shares may be effected from time
to time in one or more transactions on a securities exchange (including the Amex
on which the Common Stock is currently listed), in negotiated transactions or
otherwise, at market prices prevailing at the time of the sale, at prices
related to such prevailing market prices or at negotiated prices or fixed
prices. The Selling Stockholders may effect such transactions by selling shares
of Common Stock to or through broker-dealers, and such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
Selling Stockholders and/or commissions from purchasers of shares of Common
Stock for whom they may act as agents.
The Selling Stockholders and any broker-dealers or agents that participate
in the distribution of shares of Common Stock by them might be deemed to be
underwriters, and any discounts, commissions or concessions received by any such
broker-dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. Any dealer or broker participating in any
distribution of the Shares may be required to deliver a copy of this Prospectus
to any person who purchases any of the Shares from or through such dealer or
broker.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the Shares may not be sold unless the
Shares have been registered or qualify for sale in such state, or unless and
exemption from registration or qualification is available and is obtained.
Each of the Selling Stockholders is selling the Shares for his or its own
account. The Company will not receive any of the proceeds from the sale of the
Shares.
The Company intends to maintain the effectiveness of the Registration
Statement (of which this Prospectus is a part) during the period commencing on
the date hereof and ending at such time as all the Shares are sold or the
Company delivers to the Selling Stockholders an opinion of counsel to the effect
that the Shares may be sold without compliance with the registration
-10-
<PAGE>
requirements of the Securities Act. The Company is bearing all expenses incurred
in connection with the registration of the Shares.
LEGAL MATTERS
The legality of the Shares offered hereby has been passed upon for the
Company by Peter T. Noone, Esq., General Counsel of the Company. Mr. Noone is
beneficial owner of less than 1% of the total issued and outstanding shares of
Common Stock.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1996 and 1995, and for the years then ended have
been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1994, and for the year then ended have been
incorporated by reference herein and in the registration statement in reliance
upon the report of BDO Seidman, LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Company provides that the Company
shall indemnify each officer and director of the Registrant to the fullest
extent permitted by Section 145 of the Delaware General Corporation Law (the
"DGCL"). Section 145 of the DCGL provides that a Delaware corporation may
indemnify any person against expenses, judgments, fines and settlements actually
and reasonably incurred by any such person in connection with a threatened,
pending or completed action, suit or proceeding in which he is involved by
reason of the fact that he is or was a director, officer, employee or agent of
such corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. The Certificate of
Incorporation and By-Laws of the Company also provides that, to the fullest
extent permitted by the DGCL, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director to the Company or its stockholders. Such limitation does not
affect the liability of a director (i) for any transaction from which the
director derives an improper personal benefit, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemption of shares or (iv) for any
breach of a director's duty of loyalty to the Company or its stockholders.
-11-
<PAGE>
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
<S> <C>
SEC Registration Fee $ 440
Accounting fees and expenses $2,000*
Legal fees and expenses $1,000*
Miscellaneous expenses $ 300*
----------
Total $3,740
<FN>
==========
* Estimated.
** The Company is paying all registration expenses.
</FN>
</TABLE>
Item 15. Indemnification of Directors and Officers
- ---------------------------------------------------
The Certificate of Incorporation of the Company provides that the Company
shall indemnify each officer and director of the Company to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law (the "DGCL").
Section 145 of the DCGL provides that a Delaware corporation may indemnify any
person against expenses, judgments, fines and settlements actually and
reasonably incurred by any such person in connection with a threatened, pending
or completed action, suit or proceeding in which he is involved by reason of the
fact that he is or was a director, officer, employee or agent of such
corporation, provided that (i) he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, he had
no reasonable cause to believe his conduct was unlawful. The Certificate of
Incorporation and By-Laws of the Company also provides that, to the fullest
extent permitted by the DGCL, a director of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director to the Company or its stockholders. Such limitation does not
affect the liability of a director (i) for any transaction from which the
director derives an improper personal benefit, (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law,
(iii) for improper payment of dividends or redemption of shares or (iv) for any
breach of a director's duty of loyalty to the Company or its stockholders.
-12-
<PAGE>
Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liability, including certain
liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
<TABLE>
<CAPTION>
Item 16. Exhibits
- ------------------
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
- ----------- --------------------------- ----------------------
<S> <C> <C>
4.1 Certificate of Incorporation *
of the Registrant, as amended
5 Opinion of Peter T. Noone, Attached as
General Counsel of the Company Exhibit 5
23 Consent of Peter T. Noone Contained in
opinion filed as
Exhibit 5
23.1 Consent of KPMG Peat Marwick Attached as
LLP, certified public Exhibit 23.1
accountants
23.2 Consent of BDO Seidman, Attached as
LLP, certified public Exhibit 23.2
accountants
24 Power of Attorney Contained on
Signature Page
<FN>
* Filed as Exhibit 4.1 to the Company's Registration Statement filed on Form
S-8 on June 24, 1997
</FN>
</TABLE>
-13-
<PAGE>
Item 17. Undertakings.
- ----------------------
(a) 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 thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement,
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and a)(1)(ii)do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act 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.
-14-
<PAGE>
(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
Exchange Act 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
-15-
<PAGE>
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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Budapest, Republic of Hungary, on October 31, 1997.
HUNGARIAN TELEPHONE AND CABLE
CORP.
By: /s/ James G. Morrison
-------------------------------
James G. Morrison, President,
Chief Executive Officer and
Director
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James G. Morrison or Peter T. Noone, 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, and to file the same, with all exhibits thereto,
and all 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, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all said attorneys-in-fact and
agents or their substitutes or substitute may lawfully do or cause to be done by
virtue hereof.
-16-
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
/s/James G. Morrison Director, President October 29, 1997
- ---------------------- and Chief Executive
James G. Morrison Officer
/s/Richard P. Halka Controller and October 29, 1997
- ---------------------- Treasurer (Principal
Richard P. Halka Accounting Officer)
/s/Andrew E. Nicholson Senior Vice President, October 29, 1997
- ---------------------- Finance (Principal
Andrew E. Nicholson Financial Officer)
/s/Ole Bertram Director October 29, 1997
- ---------------------
Ole Bertram
/s/David A. Finley Director October 29, 1997
- ---------------------
David A. Finley
/s/John B. Ryan Director October 29, 1997
- ---------------------
John B. Ryan
/s/ Finn Schkolnik Director October 29, 1997
- ---------------------
Finn Schkolnik
/s/James H. Season Director October 29, 1997
- ---------------------
James H. Season
/s/Ronald E. Spears Director October 29, 1997
- ---------------------
Ronald E. Spears
/s/William E. Starkey Director October 29, 1997
- ---------------------
William E. Starkey
Director
- ---------------------
Leonard Tow
-17-
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
- ----------------------------------------------------------------
5 Opinion of Peter T. Noone, Esq.
23 Consent of Peter T. Noone, Esq.
(contained in opinion filed as Exhibit 5)
23.1 Consent of KPMG Peat Marwick LLP,
certified public accountants
23.2 Consent of BDO Seidman, LLP,
certified public accountants
24 Power of Attorney (contained in the signature page to
this Registration Statement)
-18-
EXHIBIT 5
October 31, 1997
Board of Directors
Hungarian Telephone and
Cable Corp.
100 First Stamford Place
Stamford, Connecticut 06902
Gentlemen:
This opinion is delivered to you in connection with the registration on
Form S-3 to be filed with the Securities and Exchange Commission on the date
hereof (the "Registration Statement") relating to the registration of 108,979
shares of common stock, par value $.001 per share (the "Common Stock"), of
Hungarian Telephone and Cable Corp. (the "Company"), for sales of shares (the
"Shares") which may be made by the holders (the "Selling Stockholders") of
warrants to purchase Common Stock (the "Warrants").
In this connection, I have reviewed originals or copies, certified or
otherwise identified to my satisfaction, of the Company's Certificate of
Incorporation, as amended to date, Bylaws, as amended to date, resolutions of
its Board of Directors, the Registration Statement and such other documents and
corporate records as I deem appropriate for the purpose of giving this opinion.
Based upon the foregoing, it is my opinion that, assuming that (i) the
Warrants were duly issued, (ii) the Company maintains an adequate number of
authorized but unissued and/or treasury shares of Common Stock available for
issuance to those selling Stockholders who exercise the Warrants, (iii) the
Warrants are properly exercised for shares of Common Stock in accordance with
the terms of the Warrants and other applicable documents and (iv) the
consideration for the Shares issued pursuant to the Warrants is actually
received by the Company, the Shares issued upon exercise of the Warrants will be
legally issued, fully paid and non-assessable shares of Common Stock of the
Company.
I hereby consent to the inclusion of my opinion as Exhibit 5 of this
Registration Statement and the reference to my name in
<PAGE>
the Prospectus. In giving this consent, I do not admit that I am within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission
thereunder.
Very truly yours,
/s/ PETER T. NOONE
-----------------------------------
Peter T. Noone
General Counsel
-2-
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors of Stockholders
Hungarian Telephone and Cable Corp.:
We consent to incorporation by reference in the registration statement on Form
S-3 of Hungarian Telephone and Cable Corp. of our report dated March 21, 1997,
relating to the consolidated balance sheets of Hungarian Telephone and Cable
Corp. and subsidiaries as of December 31, 1996 and 1995 and the related
consolidated statements of operations, stockholders' (deficit) equity and cash
flows for each of the years then ended, which appears in the December 31, 1996
annual report on Form 10-K of Hungarian Telephone and Cable Corp. and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
New York, New York
October 30, 1997
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
Hungarian Telephone and Cable Corp.
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of Hungarian Telephone and Cable Corp. of our report dated
March 27, 1995, relating to the consolidated financial statements of Hungarian
Telephone and Cable Corp. and subsidiaries for the year ended December 31, 1994
appearing in its Annual Report on Form 10-K for the year ended December 31,
1996.
BDO Seidman, LLP
New York, New York
October 30, 1997
