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As filed with the Securities and Exchange Commission on July 19, 1999
REGISTRATION NO. 333-79571
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
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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<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)
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
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POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
This post-effective amendment is being filed pursuant to the Securities Act of
1933 (the "Securities Act") to reflect the anticipated adoption by Lamar
Advertising Company, a Delaware corporation ("Lamar"), of a holding company
form of organizational structure. Prior to effectiveness of this registration
statement, the holding company organizational structure will be effected
pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among
Lamar, Lamar New Holding Co., a Delaware corporation and direct wholly-owned
subsidiary of Lamar ("Holdco"), and Lamar Holdings Merge Co., a Delaware
corporation and direct wholly-owned subsidiary of Holdco ("Merger Sub"). The
Merger Agreement provides for, among other things, the merger (the "Merger") of
Lamar with Merger Sub, with Lamar as the surviving corporation. Pursuant to
Section 251(g) of the General Corporation Law of the State of Delaware, Lamar
stockholder approval of the Merger will not be required.
As a result of the Merger, Lamar will become a direct wholly-owned subsidiary of
Holdco. Pursuant to the Merger Agreement, each share of Lamar's issued and
outstanding capital stock will be converted into and exchanged for one share of
an identical class or series of capital stock of Holdco, and thus each share of
class A common stock, par value $.001 per share, of Lamar issued and outstanding
will be converted into and exchanged for one share of class A common stock, par
value $.001 per share, of Holdco. In addition, Lamar will change its name to
Lamar Media Corp. and the name of Holdco will become Lamar Advertising Company.
Also as a result of the Merger, each outstanding employee stock option to
purchase shares of Lamar's class A common stock granted under Lamar's 1996
Equity Incentive Plan will be converted into an option to purchase one share of
Holdco's class A common stock in accordance with the provisions of such employee
stock option. In addition, upon effectiveness of the Merger, Holdco hereby
expressly adopt's Lamar's 1996 Equity Incentive Plan as its own.
Upon effectiveness of the Merger and effectiveness of this registration
statement and in accordance with Rule 414 under the Securities Act, Holdco, as
the successor issuer of the class A common stock, hereby expressly adopts this
registration statement as its own registration statement for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended.
The applicable registration fees were paid at the time of the original filing of
this registration statement.
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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 Amendment to
the 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 July, 1999.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly
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Kevin P. Reilly, Jr., Chairman, President
and Chief Executive Officer
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 July, 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/ * Director
- -----------------------------
Charles W. Lamar, III
/s/ * Director
- -----------------------------
Gerald H. Marchand
/s/ * Director
- -----------------------------
Stephen P. Mumblow
/s/ * Director
- -----------------------------
Sean E. Reilly
/s/ * Director
- -----------------------------
Jack S. Rome, Jr.
/s/ T. Everett Stewart, Jr. Director
- -----------------------------
T. Everett Stewart, Jr.
*By: /s/ Kevin P. Reilly, Jr.
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Kevin P. Reilly, Jr.
Attorney-In-Fact
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