<PAGE>
As filed with the Securities and Exchange Commission on September 6, 1996
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
WIRELESS ONE, INC.
(Exact name of registrant as specified in its charter)
Delaware 72-1300837
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11301 Industriplex, Suite 4, Baton Rouge, LA 70809-4115
(Address of Principal Executive Offices) (Zip Code)
WIRELESS ONE, INC. 1995 LONG-TERM PERFORMANCE INCENTIVE PLAN
WIRELESS ONE, INC. 1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full Title of the Plans)
Michael C. Ellis
Vice President
Wireless One, Inc.
11301 Industriplex, Suite 4
Baton Rouge, Louisiana 70809-4115
(Name and Address of Agent for Service)
(504) 293-5000
(Telephone Number, including Area Code, of Agent for Service)
Copy to:
-------
John L. Kuehn, Esq.
Kirkland & Ellis
153 East 53rd Street
New York, New York 10022-4675
(212) 446-4800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Aggregate Offering Amount of
be Registered Registered Per Share/(1)/ Price Registration Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Stock, par 1,400,000 shares $14.875 $20,825,000.00 $7,181.00
value $.01 per share
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
aggregate offering price and the amount of the registration fee based on
the average of the high and low prices of the shares reported in the
consolidated reporting system on September 3, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act") and the
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Wireless One, Inc., a Delaware
corporation, (the "Corporation") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference except to the extent any
statement or information therein is modified, superseded or replaced by a
statement or information contained in this document or in any other subsequently
filed document incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995 (Commission File No. 0-26836).
(b) The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1996 (Commission File No. 0-26836).
(c) The Corporation's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996 (Commission File No. 0-26836).
(d) The description of the Corporation's Common Stock, par value $.01
per share (the "Common Stock") contained in Item 1 of the Corporation's
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on September 22, 1995.
(e) All reports and other documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of the filing of such reports and
documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
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<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify directors and officers as well as
other employees and individuals against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative, or
investigative (other than action by or in the right of the corporation, a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such action, and the statute requires court approval
before there can be any indemnification where the person seeking the
indemnification has been found liable to the corporation. The statue provides
that it is not exclusive of other indemnification that may be granted by a
corporation's charter, by-laws, disinterested director vote, stockholder vote,
agreement or otherwise. Article X of the Corporation's Restated Certificate of
Incorporation (the "Restated Certificate") and Article V of the Corporation's
By-laws require indemnification of directors and officers of the Corporation to
the fullest extent authorized by the DGCL, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
those prior thereto). The Corporation also has to obtain officers' and
directors' liability insurance which insures against liabilities that officers
and directors of the Corporation may incur in such capacities.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
transaction from which the director derives an improper personal benefit, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (iii) for improper payment of dividends or
redemptions of shares or (iv) for any breach of a director's duty of loyalty to
the company or its stockholders. Article X of the Corporation's Restated
Certificate includes such a provision.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Kirkland & Ellis with respect to the legality of certain
shares of the Common Stock being registered hereby.
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<PAGE>
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kirkland & Ellis (included in opinion filed as Exhibit
5.1).
24.1 Powers of Attorney (included in Part II of Registration Statement).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or most recent post-effective amendment thereof) which individually, or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the registration statement is on Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Act of 1934 that are incorporated by reference in the registration statement;
(2) that, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and (3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
THE REGISTRANT. 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 Baton Rouge, State of Louisiana, on August 29, 1996.
WIRELESS ONE, INC.
By: /s/ Sean E. Reilly
--------------------------
Sean E. Reilly
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Sean E. Reilly and Michael C. Ellis,
signing singly, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite or 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 their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
* * * *
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<PAGE>
Pursuant to the requirements of the Securities Act, this Registration
Statement and Power of Attorney has been signed by the following persons in the
capacities and as of the date indicated.
Signature Title Date
--------- ----- ----
/s/ Sean E. Reilly Chief Executive Officer August 29, 1996
- ---------------------------------- and Director (Principal
Sean E. Reilly Executive Officer)
/s/ Michael C. Ellis Vice President and August 29, 1996
- ---------------------------------- Controller (Principal
Michael C. Ellis Accounting and Financial
Officer)
/s/ Hans J. Sternberg August 29, 1996
- ----------------------------------
Hans J. Sternberg Chairman of the Board
/s/ William K. Luby August 29, 1996
- ----------------------------------
William K. Luby Director
/s/ J. R. Holland, Jr. August 29, 1996
- ----------------------------------
J. R. Holland, Jr. Director
- ----------------------------------
David E. Webb Director
/s/ Arnold L. Chavkin
- ---------------------------------- August 29, 1996
Arnold L. Chavkin Director
/s/ Daniel L. Shimer August 29, 1996
- ----------------------------------
Daniel L. Shimer Director
/s/ Henry M. Burkhalter August 29, 1996
- ---------------------------------- President and Vice
Henry M. Burkhalter Chairman of the Board
/s/ William J. Van Devender
- ---------------------------------- August 29, 1996
William J. Van Devender Director
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<PAGE>
EXHIBIT INDEX
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EXHIBIT SEQUENTIALLY
NO. DESCRIPTION OF DOCUMENT NO. PAGE
- ------- ----------------------- ------------
5.1 Opinion of Kirkland & Ellis with respect to the legality
of certain shares of the Common Stock being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Kirkland & Ellis (included in opinion filed
as Exhibit 5.1).
24.1 Powers of Attorney (included in Part II of Registration
Statement).
<PAGE>
Exhibit 5.1
-----------
[ LETTERHEAD OF KIRKLAND & ELLIS ]
September 6, 1996
Wireless One, Inc.
11301 Industriplex, Suite 4
Baton Rouge, Louisiana 70809-4115
Re: Wireless One, Inc.
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We are acting as special counsel to Wireless One, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of 1,400,000 shares (the "Shares") of its Common Stock, par value $.01
per share (the "Common Stock"), pursuant to a Registration Statement on Form S-
8, filed with the Securities and Exchange Commission (the "Commission") on
September 6, 1996 under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The Shares are to be issued by the Company to
certain employees of the Company and its participating subsidiaries pursuant to
the 1995 Long-Term Performance Incentive Plan and to certain non-employee
directors pursuant to the 1996 Non-Employee Directors' Stock Option Plan
(together, the "Stock Plans").
In that connection, we have examined such corporate proceedings, documents,
records and matters of law as we have deemed necessary to enable us to render
this opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as
[LETTERHEAD]
<PAGE>
KIRKLAND & ELLIS
Wireless One, Inc.
September 6, 1996
Page 2
copies and the authenticity of the originals of all documents submitted to us as
copies. We have also assumed the legal capacity of all natural persons, the
genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto other than the Company and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Company. As to any facts material to the opinions expressed herein, we have
relied upon the statements and representations of officers and other
representations of the Company and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the internal laws of the State of
Illinois, the General Corporation law of the State of Delaware and the federal
law of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we hereby advise you
that in our opinion:
(1) The Company is a corporation validly existing and in good standing
under the laws of the State of Delaware.
(2) The Shares are duly authorized, and, when (i) the Registration
Statement becomes effective under the Act and (ii) the Shares have been duly
executed and delivered on behalf of the Company and issued in accordance with
the terms of the Stock Plans upon receipt of the consideration to be paid
therefor, the Shares will be validly issued, fully paid and nonassessable.
<PAGE>
KIRKLAND & ELLIS
Wireless One, Inc.
September 6, 1996
Page 3
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Shares.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Illinois or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
EXHIBIT 23.1
------------
The Board of Directors
Wireless One, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Wireless One, Inc. of our report dated March 22, 1996, relating to the
consolidated balance sheets of Wireless One, Inc. and subsidiaries as of
December 31, 1994, and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the period from February 4,
1993 (inception) through December 31, 1993 and the years ended December 31, 1994
and 1995, and the related financial statement schedule, which report appears in
the December 31, 1995, annual report on Form 10-K of Wireless One, Inc., as
amended.
KMPG Peat Marwick LLP
New Orleans, Louisiana
September 3, 1996
