AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 1999
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
Arch Communications Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 31-1358569
(State or Other Jurisdiction of Incorporation)(IRS Employer Identification No.)
1800 West Park Drive, Suite 250, Westborough, MA 01581
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK OPTION PLAN
(Full title of the plan)
C. Edward Baker, Jr.
Chairman and Chief Executive Officer
Arch Communications Group, Inc.
1800 West Park Drive, Suite 250
Westborough, MA 01581
(Name and address of agent for service)
(508) 870-6700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Proposed Maximum
Securities Amount to Maximum Aggregate Amount of
to be be Offering Price Offering Registration
Registered Registered (1) Per Share (1) Price (1) Fee (1)
---------- -------------- ------------- --------- -------
Common Stock, 4,500,000 $2.40625 $10,828,125 $3,010.22
$.01 par value Shares
(1) Estimated solely for the purpose of calculating the registration
fee and based on the average of the high and low prices of the Common Stock as
reported by Nasdaq National Market on May 28, 1999 in accordance with Rules
457(c) and (h) of the Securities Act of 1933, as amended.
Page 1 of 7 pages.
Exhibit Index begins on page 5.
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this Registration Statement on Form S-8
incorporates by reference the contents of the Registration Statement on Form
S-8, File No. 333-26759, filed on May 9, 1997, relating to the 1997 Stock Option
Plan.
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<PAGE>
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 Town of Westborough, on this 27th day of May, 1999.
ARCH COMMUNICATIONS GROUP, INC.
By: /s/ C. Edward Baker, Jr.
C. Edward Baker, Jr.
Chairman of the Board 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., Gerald J. Cimmino,
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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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, 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 of Directors May 27, 1999
- ------------------------ and Chief Executive Officer
C. Edward Baker, Jr. (Principal Executive Officer)
/s/ J. Roy Pottle Executive Vice President and Chief May 27, 1999
- ----------------- Financial Officer
J. Roy Pottle (Principal Financial Officer and
Principal Accounting Officer)
/s/ R. Schorr Berman Director May 27, 1999
- --------------------
R. Schorr Berman
/s/ James S. Hughes Director May 27, 1999
- -------------------
James S. Hughes
/s/ John Kornreich Director May 27, 1999
- ------------------
John Kornreich
/s/ Allan L. Rayfield Director May 27, 1999
- ---------------------
Allan L. Rayfield
/s/ John B. Saynor Director May 27, 1999
- ------------------
John B. Saynor
/s/ John A. Shane Director May 27, 1999
- -----------------
John A. Shane
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included in the
signature pages of this Registration
Statement)
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Exhibit 5.1
June 4, 1999
Arch Communications Group, Inc.
1800 West Park Drive, Suite 250
Westborough, MA 01581
Ladies and 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 4,500,000 shares of common stock, $.01 par value per
share (the "Shares"), of Arch Communications Group, Inc. (the "Company"),
issuable under the Company's 1997 Stock Option Plan.
We have examined the Restated Certificate of Incorporation and the By-Laws of
the Company, each as amended to date, the Registration Statement and originals,
or copies certified to our satisfaction of all pertinent records of the meetings
of the directors and stockholders of the Company, and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
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
Company has duly authorized for issuance the Shares covered by the Registration
Statement to be issued under the Plan, as described in the Registration
Statement, and such Shares, when issued 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
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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 reports dated February 24, 1999
included (or incorporated by reference) in Arch Communications Group, Inc.'s
Form 10-K for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 3, 1999
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