<PAGE> 1
As filed with the Securities and Exchange Commission on June 6, 1996
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------------
AMERICAN TELECASTING, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 54-1486988
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5575 TECH CENTER DRIVE, SUITE 300
COLORADO SPRINGS, CO 80919
(Address of Principal Executive Offices)
1990 STOCK OPTION PROGRAM, AS AMENDED
(Full Title of the Plan)
ROBERT D. HOSTETLER Telephone number,
PRESIDENT AND CHIEF EXECUTIVE OFFICER including area code
5575 TECH CENTER DRIVE, SUITE 300 of agent for service:
COLORADO SPRINGS, CO 80919 (719) 260-5533
(Name and Address of Agent For Service)
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.01 per share 400,000 Shares(1) $14.125(2) $5,650,000 $1,949
</TABLE>
================================================================================
1 An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the plan become operative.
2 Estimated solely for the purpose of computing the registration fee,
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, based
upon the last reported sale price of the Class A Common Stock as
reported on Nasdaq on May 31, 1996.
<PAGE> 2
The contents of the Registration Statement on Form S-8 (Registration
No. 33-86010) filed by American Telecasting, Inc. (the "Company") with the
Securities and Exchange Commission on November 4, 1994 to register common stock
to be issued pursuant to the Company's 1990 Stock Option Program, As Amended
(the "Stock Option Plan") are hereby incorporated herein by reference. This
Registration Statement is being filed to increase the number of shares
registered pursuant to the Stock Option Plan by 400,000 shares.
<PAGE> 3
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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Colorado Springs, State of
Colorado, on June 5, 1996.
AMERICAN TELECASTING, INC.
By: /s/ ROBERT D. HOSTETLER
-------------------------------
Robert D. Hostetler
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints
Donald R. DePriest, Robert D. Hostetler and Richard F. Seney and each of them,
his true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
American Telecasting, Inc.) to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto each 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 might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
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 by the following persons on June 5, 1996
in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ DONALD R. DEPRIEST Chairman of the Board and Director
- --------------------------------------
Donald R. DePriest
/s/ ROBERT D. HOSTETLER President, Chief Executive Officer and Director
- -------------------------------------- (principal executive officer)
Robert D. Hostetler
/s/ RICHARD F. SENEY Vice Chairman of the Board, Secretary and Director
- --------------------------------------
Richard F. Seney
/s/ DAVID K. SENTMAN Senior Vice President, Chief Financial Officer
- -------------------------------------- and Treasurer (principal financial officer)
David K. Sentman
/s/ JOHN R. HAGER Controller (principal accounting officer)
- --------------------------------------
John R. Hager
/s/ WILLIAM J. BLAKE Director
- --------------------------------------
William J. Blake
/s/ MITCHELL R. HAUSER Director
- --------------------------------------
Mitchell R. Hauser
/s/ JAMES S. QUARFORTH Director
- --------------------------------------
James S. Quarforth
/s/ CARL A. ROSBERG Director
- --------------------------------------
Carl A. Rosberg
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
5.1 Opinion (including consent) of McDermott, Will & Emery as to the
legality of the securities being offered.
23.1 Consent of Independent Auditors.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
</TABLE>
<PAGE> 1
Exhibit 5.1
McDERMOTT, WILL & EMERY
1850 K Street, N.W.
Suite 450
Washington, D.C. 20006
June 6, 1996
American Telecasting, Inc.
5575 Tech Center Drive
Suite 300
Colorado Springs, CO 80919
Re: 400,000 Shares of Class A Common Stock, $0.01 Par Value (the
"Common Stock") To Be Issued Pursuant To The Company's 1990 Stock
Option Program, As Amended (the "Plan")
Ladies and Gentlemen:
We have acted as counsel for American Telecasting, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 400,000 shares of Class A Common
Stock to be issued pursuant to the Plan.
In arriving at the opinions expressed below we have examined the
Registration Statement, the Plan, and such other documents as we have deemed
necessary to enable us to express the opinions hereinafter set forth. In
addition, we have examined and relied, to the extent we deemed proper, on
certificates of officers of the Company as to factual matters, on the originals
or copies certified or otherwise identified to our satisfaction of all such
corporate records of the Company and such other instruments and certificates of
public officials and other persons as we have deemed appropriate. In our
examination, we have assumed the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to as copies, and the genuineness of all signatures on documents
reviewed by us and the legal capacity of natural persons.
<PAGE> 2
American Telecasting, Inc.
June 6, 1996
Page 2
Based upon and subject to the foregoing, we are of the opinion that
the Common Stock, when sold and issued in accordance with the terms of the Plan
and the Registration Statement, will be duly authorized, legally and validly
issued, fully paid and non-assessable.
We hereby consent to all references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 1, 1996
included in American Telecasting, Inc.'s Form 10-K for the year ended December
31, 1995 and to all references to our Firm included in or made a part of this
registration statement filed on Form S-8.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Washington, D.C.
June 5, 1996
