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As filed with the Securities and Exchange Commission on May 28, 1999
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
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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)
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
(225) 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
CALCULATION OF REGISTRATION FEE
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- ----------------------------------- --------------------- -------------------- --------------------- ------------------
Proposed maximum Proposed maximum
Title of each class of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share(1) price(1) registration fee
- ----------------------------------- --------------------- -------------------- --------------------- ------------------
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Class A Common Stock, $0.001 par
value 1,000,000 shares $ 32.35 $ 32,350,000 $ 8,993.30
- ----------------------------------- --------------------- -------------------- --------------------- ------------------
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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 May 26, 1999 as reported by the Nasdaq National
Market.
(2) This Registration Statement registers an additional 1,000,000 shares
issuable under the Registrant's 1996 Equity Incentive Plan (the "Plan").
The Registrant has previously registered 2,000,000 (3,000,000 after giving
effect the 3:2 stock split effective February 27, 1998) shares under the
Plan (Registration Statement No. 333-10337).
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STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.
Pursuant to Instruction E to Form S-8, the contents of our registration
statement on Form S-8 filed with the SEC on August 16, 1996 (File No.
333-10337) relating to the registration of 2,000,000 shares of the registrant's
Class A common stock, $0.001 par value per share, authorized for issuance under
our 1996 Equity Incentive Plan (the "Plan"), are incorporated by reference in
their entirety in this registration statement, except as to the items set forth
below. The 2,000,000 shares of Class A common stock registered under the
Registration Statement on Form S-3 (File No. 333-10337) currently represent
3,000,000 shares of Class A common stock after giving effect to a 3:2 stock
split which became effective on February 27, 1998. This Registration Statement
provides for the registration of an additional 1,000,000 shares of our Class A
Common Stock to be issued under the Plan.
ITEM 8. EXHIBITS.
See Exhibit Index on page 5.
2
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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 28th
day of May, 1999.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly
-------------------------------------------
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.
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 28th day of May, 1999:
Signature Capacity
/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
/s/ Charles W. Lamar, III Director
- -------------------------
Charles W. Lamar, III
/s/ Gerald H. Marchand Director
- -------------------------
Gerald H. Marchand
/s/ Stephen P. Mumblow Director
- -------------------------
Stephen P. Mumblow
/s/ Sean E. Reilly Director
- -------------------------
Sean E. Reilly
/s/ Jack S. Rome, Jr. Director
- -------------------------
Jack S. Rome, Jr.
Director
- -------------------------
T. Everett Stewart, Jr.
3
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of Lamar
Advertising Company, as amended. Filed as Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-05479) and incorporated herein by reference, as amended
by Amendment to Certificate of Incorporation filed as Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (File No. 1-12407) 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.
23.1 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
23.2 Consent of KPMG LLP, independent accountants. Filed herewith.
24 Power of Attorney (included in the signature page hereto).
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EXHIBIT 5
PALMER & DODGE LLP
ONE BEACON STREET, BOSTON, MA 02108-3190
TELEPHONE: (617) 573-0100 FACSIMILE: (617) 227-4420
May 28, 1999
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 1,000,000 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 23.2
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 February 5, 1999, relating
to the consolidated balance sheets of Lamar Advertising Company and
subsidiaries as of December 31, 1998, and 1997, and the related consolidated
statements of operations, comprehensive income, stockholders' equity and cash
flows for the years ended December 31, 1998 and 1997, the two months ended
December 31, 1996, and the year ended October 31, 1996, which report appears in
the December 31, 1998, annual report on Form 10-K of Lamar Adveritising
Company.
/s/ KPMG LLP
KPMG LLP
New Orleans, Louisiana
May 27, 1999
