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As filed with the Securities and Exchange Commission on August 16, 1996
REGISTRATION NO. 333-
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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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LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
DELAWARE 72-1205791
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
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5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA 70808
(Address of Principal Executive Offices)
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1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
KEVIN P. REILLY, JR.
Chairman, President and Chief Executive Officer
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(504) 926-1000
(Name, Address and Telephone Number of Agent for Service)
with copies to:
STANLEY KELLER, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of each class of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share(1) price(1) registration fee
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Class A Common Stock, $0.001
par value 2,000,000 shares $21.25 $42,500,000 $14,655.17
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(1) Estimated solely for the purpose of determining the registration fee and computed pursuant to Rule 457(h) and based upon
the average of the high and low sale prices on August 9, 1996 as reported by the Nasdaq National Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated herein by
reference:
(a) The Registrant's Prospectus dated August 2, 1996 relating to
4,735,000 shares of its Class A Common Stock, filed pursuant to Rule 424(b) of
the Securities Act of 1933, as amended (the "Securities Act"), on August 5,
1996, which contains audited financial statements for the Registrant's fiscal
year ended October 31, 1996, the latest fiscal year for which such statements
have been filed by the Registrant.
(b) All other reports of the Registrant filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year covered by the Prospectus referred to in
(a) above.
(c) The description of the Registrant's Class A Common Stock contained
in its Registration Statement on Form 8-A (File No. 0-20833) filed on June 7,
1996, as amended by Form 8-A/A filed on July 31, 1996, including any further
amendment or report filed hereafter for the purpose of updating such
description.
All documents filed after the date of this Registration Statement by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act and prior to the filing of a post-effective amendment which indicates that
all shares of Class A Common Stock offered hereunder have been sold or which
deregisters all shares of Class A Common Stock remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law (the "DGCL") grants
the Company the power to indemnify each person who was or is a party or is
threatened to be 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 Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with any such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful,
provided, however, no indemnification shall be made in connection with any
proceeding brought by or in the right of the Company where the person involved
in adjudged to be liable to the Company except to the extent approved by a
court.
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The Company's Amended and Restated By-Laws provide that any person who
is made a party to any action or proceeding because such person is or was a
director or officer of the Company will be indemnified and held harmless against
all claims, liabilities and expenses, including those expenses incurred in
defending a claim and amounts paid or agreed to be paid in connection with
reasonable settlements made before final adjudication with the approval of the
Board of Directors, if such person has not acted, or in the judgement or the
shareholders or directors of the Company has not acted, with willful or
intentional misconduct. The indemnification provided for in the Company's
Amended and Restated By-laws is expressly not exclusive of any other rights to
which those seeking indemnification may be entitled as a matter of law.
The Company's Amended and Restated Certificate of Incorporation
provides that directors of the Company will not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, whether or not an individual continues to be a director at the time
such liability is asserted, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for 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, relating to prohibited
dividends or distributions or the repurchase or redemption of stock, or (iv) for
any transaction from which the director derives an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 6.
ITEM 9. 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this 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 by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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, 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 this 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 initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions referred to in Item 6 hereof, 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.
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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 Baton Rouge, State of Louisiana, on this 16th day of
August, 1996.
LAMAR ADVERTISING COMPANY
(Registrant)
By:/s/ Kevin P. Reilly, Jr.
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Kevin P. Reilly, Jr., Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr., Keith A.
Istre, Charles W. Lamar, III, Ben R. Miller, Jr. and Stanley Keller, and each of
them singly, our true and lawful attorneys-in-fact, with full power to them in
any and all capacities, to sign any amendments to this Registration Statement on
Form S-8 (including any post-effective amendments thereto), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 16th day of August, 1996:
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Signature Capacity
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/s/ Kevin P. Reilly, Jr. President, Chief Executive Officer
- ---------------------------------- (Principal Executive Officer) and Director
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Chief Financial Officer
- ---------------------------------- (Principal Financial Officer and Principal
Keith A. Istre Accounting Officer) and Director
Director
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Dudley W. Coates
/s/ Charles W. Lamar, III Director
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Charles W. Lamar, III
/s/ Gerald H. Marchand Director
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Gerald H. Marchand
/s/ Jack S. Rome, Jr. Director
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Jack S. Rome, Jr.
Director
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William R. Schmidt
/s/ T. Everett Stewart, Jr. Director
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T. Everett Stewart, Jr.
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EXHIBIT INDEX
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EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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4.1 Amended and Restated Certificate of Incorporation of Lamar Advertising
Company. Filed as Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (File No. 333-05479) and incorporated herein by reference.
4.2 Amended and Restated By-Laws of Lamar Advertising Company. Filed as
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No.
333-05479) and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the securities registered
hereunder. Filed herewith. 7
23.1 Consent of KPMG Peat Marwick LLP, independent accountants. Filed herewith. 8
23.2 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
24 Power of Attorney (included in the signature page hereto).
99 Lamar Advertising Company 1996 Equity Incentive Plan. Filed as Exhibit
10.14 to the Registrant's Registration Statement on Form S-1 (File No. 333-
05479) and incorporated herein by reference.
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EXHIBIT 5
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
August 15, 1996
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 2,000,000 shares (the "Shares") of the
Company's Class A Common Stock, $0.001 par value, offered pursuant to the
provisions of the Company's 1996 Equity Incentive Plan (the "Plan").
We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization, issuance and sale of the Shares.
We have examined all such documents as we consider necessary to enable us to
render this opinion.
Based upon the foregoing, we are of the opinion that, when issued in
accordance with the terms of the Plan and the options or other rights granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as a part of the
Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Lamar Advertising Company:
We consent to incorporation by reference in this Registration Statement
on Form S-8 of Lamar Advertising Company of our report dated January 12, 1996,
except as to notes 12 and 14, which are as of July 24, 1996, relating to the
consolidated balance sheets of Lamar Advertising Company as of October 31, 1995
and 1994 and the related consolidated statements of earnings (loss),
stockholders' deficit and cash flows for each of the years in the three-year
period ended October 31, 1995, which report appears in the Prospectus of Lamar
Advertising Company dated August 2, 1996.
/s/ KPMG Peat Marwick LLP
New Orleans, Louisiana
August 13, 1996
