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As filed with the Securities and Exchange Commission on June 5, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARCH COMMUNICATIONS GROUP, INC.
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(Exact name of issuer as specified in its charter)
Delaware 31-1358569
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1800 West Park Drive, Suite 250, Westborough, MA 01581
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(Address of Principal Executive Offices) (Zip Code)
1996 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
David A. Westenberg, Esq., c/o Hale and Dorr LLP
60 State Street, Boston, Massachusetts 02109
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(Name and address of agent for service)
(617) 526-6000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
Securities Amount to Maximum Maximum Amount of
to be be Offering Price Aggregate Registration
Registered Registered Per Share (1) Offering Price (1) Fee (1)
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Common Stock, 250,000 $5.03125 $1,257,812.50 $372.00
$.01 par value Shares
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and (h) of the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock on the
Nasdaq National Market on June 3, 1998.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8, File No. 333-07333 filed by the
Registrant on July 1, 1996, relating to the Registrant's 1996 Employee Stock
Purchase Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Westborough, on this 3rd day of June, 1998
ARCH COMMUNICATIONS GROUP, INC.
By:/s/ C. Edward Baker, Jr.
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C. Edward Baker, Jr.
Chairman and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Arch Communications Group,
Inc. hereby severally constitute and appoint C. Edward Baker, Jr., Garry B.
Watzke and David A. Westenberg, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names, in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all amendments to said Registration
Statement and generally to do all such things in our name and behalf in our
capacities as officers and directors to enable Arch Communications Group, Inc.
to comply with the provisions of the Securities Act, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said
Registration Statement and any and all amendments thereto.
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WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
SIGNATURE TITLE DATE
/S/ C. EDWARD BAKER, JR. Chairman of the Board ) June 3, 1998
------------------------ of Directors and Chief )
C. Edward Baker, Jr. Executive Officer )
(Principal Executive )
Officer) )
)
)
/S/ J. ROY POTTLE Executive Vice President, ) June 1, 1998
------------------------ and Chief Financial )
J. Roy Pottle Officer )
(Principal Financial )
Officer and Principal )
Accounting Officer) )
)
)
/S/ R. SCHORR BERMAN Director ) June 2, 1998
------------------------ )
R. Schorr Berman )
)
)
/S/ JAMES S. HUGHES Director ) June 2, 1998
------------------------ )
James S. Hughes )
)
)
------------------------ Director ) June , 1998
Allan L. Rayfield )
)
)
/S/ JOHN B. SAYNOR Director ) June 1, 1998
------------------------ )
John B. Saynor )
)
)
/S/ JOHN A. SHANE Director ) June 2, 1998
------------------------ )
John A. Shane )
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EXHIBIT INDEX
Exhibit
Number
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4.1 Restated Certificate of Incorporation of the Registrant (included as Annex
D to the Joint Proxy Statement and Prospectus which is part of the
Registrant's Registration Statement on Form S-4 (File No. 33-95468) and
incorporated herein by reference)
4.2 Certificate of Amendment of Restated Certificate of Incorporation of the
Registrant (filed as Exhibit 4.2 to the Registrant's Registration Statement
on Form S-8 (File No. 333-07333) and incorporated herein by reference)
4.3 By-Laws of the Registrant (filed as Exhibit 3.5 to the Registrant's
Registration Statement on Form S-4 (File No. 33-95468) and incorporated
herein by reference)
5 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the signature pages of this Registration
Statement)
Exhibit 5
HALE AND DORR LLP
60 State Street
Boston, Massachusetts 02109
June 4, 1998
Arch Communications Group, Inc.
1800 West Park Drive, Suite 250
Westborough, Massachusetts 01581
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to 250,000 shares of common stock, $.01 par value per share
(the "Shares"), of Arch Communications Group, Inc. (the "Company"), issuable
under the 1996 Employee Stock Purchase Plan (the "Plan").
We have examined the Restated Certificate of Incorporation and the By-Laws
of the Company, and all amendments thereto, the Registration Statement and
originals, or copies certified to our satisfaction of such records of meetings,
written actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, and such other documents and instruments as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies, and the authenticity of the originals
of all such documents.
Based upon and subject to the foregoing, we are of the opinion that the
Shares covered by the Registration Statement to be issued under the Plan have
been duly and validly authorized for issuance and when issued against
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Arch Communications Group, Inc.
June 4, 1998
Page 2
payment therefor in accordance with the terms of the Plan, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an Exhibit to the Registration Statement.
Very truly yours,
/S/ Hale and Dorr LLP
HALE AND DORR LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 9, 1998
included in Arch Communications Group, Inc.'s Form 10-K for the year ended
December 31, 1997 and to all references to our Firm included in this
Registration Statement.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 2, 1998
