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As filed with the Securities and Exchange Commission on April 28, 2000
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AQUIS COMMUNICATIONS GROUP, INC.
DELAWARE 22-3281446
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1719A ROUTE 10, SUITE 300
PARSIPPANY, NJ 07504
(Address of principal executive offices)
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AMENDED AND RESTATED 1994 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
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NICK T. CATANIA COPIES OF COMMUNICATIONS TO:
PRESIDENT Joseph P. Galda, Esquire
1719A ROUTE 10, SUITE 300 Buchanan Ingersoll Professional Corporation
PARSIPPANY, NJ 07054 Eleven Penn Center
(Name and address of agent for service) 1835 Market Street, 14th Floor
(973) 560-8001 Philadelphia, PA 19103
(Telephone number of agent for service) (215) 665-3877
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE REGISTRATION FEE
- ------------------------------------------ ---------------------- ---------------------- --------------------- --------------------
Common Stock 1,050,000 $1.5625 $1,640,625 $433.13
(par value $.01 per share)
- ------------------------------------------ ---------------------- ---------------------- --------------------- --------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). In accordance with Rule 457(h), the maximum offering price
is the average of the high and low sale prices for the Common Stock as
quoted on the Nasdaq SmallCap Market on April 7, 2000.
-----------------------
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to employees as specified by Rule
428(b)(1). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as a part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Aquis Communications Group, Inc.
Amended and Restated 1994 Incentive Stock Option Plan, as amended. Aquis
Communications Group, Inc. is incorporated in the State of Delaware.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated herein by reference:
(a) The latest annual report of the Company filed on Form 10-K for the year
ended December 31, 1999;
(b) All other reports, if any, filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the Company's
report referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $.01 per
share, as set forth in the Company's Registration Statement on Form 8-A under
the Securities Exchange Act of 1934, as amended, as filed with the Commission on
April 12, 1994, Commission File Number 33-76744.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement, which
indicate that all securities offered have been sold or which deregister all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of this Registration
Statement, which are incorporated herein:
5.01 Opinion of Buchanan Ingersoll Professional Corporation (filed
herewith).
23.01 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.02 Consent of Arthur Andersen, LLP
23.03 Consent of Buchanan Ingersoll Professional Corporation
(contained in opinion filed as Exhibit
5.01).
24.01 Power of Attorney (contained on signature page).
ITEM 9. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
2
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(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; (ii) to reflect in the prospectus any facts or
events, arising after the effective date of the Registration
Statement (or the 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;
(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 subclauses
(a)(1)(i) and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by the foregoing
clause is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 this Registration Statement 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.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 of this Registration
Statement, or otherwise, the Company 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 Company
of expenses incurred or paid by a director, officer or controlling person of the
Company 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 Company 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 of 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.
3
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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 Parsippany, State of New Jersey, on the 28th day of
April, 2000.
AQUIS COMMUNICATIONS GROUP, INC.
By: /s/ NICK T. CATANIA
-----------------------------------
Nick T. Catania
President and Chief Operating Officer
4
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POWER OF ATTORNEY
KNOW ALL MEN BY THE PRESENTS that each person whose signature appears below
constitutes and appoints Patrick M. Egan and Nick T. Catania, and each of them,
such person's true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in 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 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, as fully to all intents and purposes as such
person 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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Patrick M. Egan Chairman and Director April 28, 2000
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Patrick M. Egan
/s/ Robert Davidoff Director April 28, 2000
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Robert Davidoff
/s/ John Frieling Director April 28, 2000
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John Frieling
/s/ Michael Salerno Director April 28, 2000
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Michael Salerno
/s/ Nick T. Catania President and Chief Executive Officer April 28, 2000
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Nick T. Catania
/s/ D. Brian Plunkett Vice President Finance and Chief Accounting Officer April 28, 2000
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D. Brian Plunkett
</TABLE>
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.01 Opinion of Buchanan Ingersoll Professional Corporation (filed
herewith).
23.01 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.02 Consent of Arthur Andersen LLP
23.03 Consent of Buchanan Ingersoll Professional Corporation
(contained in opinion filed as Exhibit
5.01).
24.01 Power of Attorney (contained on signature page).
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Exhibit 5.01
Board of Directors
Aquis Communications Group, Inc.
1719A Route 10, Suite 300
Parsippany, New Jersey 07054
Gentlemen:
We have acted as counsel to Aquis Communications Group, Inc., a Delaware
corporation (the "Company"), in connection with the proposed issuance by the
Company of up to 1,050,000 shares of the Company's Common Stock, par value $0.01
per share (the "Common Stock"), pursuant to the terms of the Aquis
Communications Group, Inc. Amended and Restated 1994 Incentive Stock Option
Plan, as amended (the "Plan").
In connection with such proposed issuance, we have examined the Plan, the
Certificate of Incorporation of the Company, as amended and restated, the Bylaws
of the Company (as amended and restated), the relevant corporate proceedings of
the Company, the Registration Statement on Form S-8 covering the issuance of the
shares and such other documents, records, certificates of public officials,
statutes and decisions as we consider necessary to express the opinions
contained herein. In the examination of such documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to those original documents of all documents
submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the Registration
Statement shall have been declared effective by order of the Securities and
Exchange Commission and when the Common Stock has been duly issued and delivered
pursuant to the terms of the Plan, such shares of Common Stock will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Brian S. North
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Exhibit No. 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 28, 2000, except for Note 22
for which the date is April 12, 2000, relating to the consolidated financial
statements of Aquis Communications Group, Inc. and Subsidiaries (the
"Company") and our report dated February 12, 1999 relating to the financial
statements of Bell Atlantic Paging, Inc., which appear in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.
/s/ PRICEWATERHOUSECOOPERS LLP
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PRICEWATERHOUSECOOPERS LLP
New York, New York
April 28, 2000
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Exhibit No. 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Aquis Communications
Group, Inc. (formerly known as Paging Partners Corporation) of our report for
Source One Wireless, Inc. and Subsidiaries dated March 31, 2000, included in
Amendment No. 1 to the Current Report of Aquis Communications Group, Inc.
(Commission File No. 1-13002) dated January 31, 2000, and to all references
to our firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 28, 2000
