<PAGE> 1
As filed with the Securities and Exchange Commission on August 20, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
Form S-8
Registration Statement
Under
The Securities Act of 1933
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CITADEL COMMUNICATIONS CORPORATION
Nevada 86-0748219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, Nevada 89128
(Address of principal executive offices) (Zip Code)
Citadel Communications Corporation 1996 Equity Incentive Plan
(full title of plan)
Lawrence R. Wilson
President and Chief Executive Officer
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, Nevada 89128
(Name and address of agent for service)
(702) 804-5200
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of Proposed maximum Proposed maximum
Securities to Amount to be offering price aggregate Amount of
be registered registered(1) per share (2) offering price (2) registration fee (2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 973,224
$.001 par value Shares $31.00 to $33.25 $30,777,444 $8,556.13
==================================================================================================================
</TABLE>
(1) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this
registration statement, and this registration statement shall cover the
additional securities resulting from such split, dividend or similar
transaction.
(2) Calculated in accordance with Rule 457(h) on the basis of the exercise
prices of options granted as follows: 270,00 shares ($33.25); and, with
respect to 703,224 shares not subject to options granted, in accordance
with Rule 457(c) on the basis of the average of the high and low sales
prices of the registrant's common stock on August 16, 1999.
<PAGE> 2
INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 relating to the Citadel
Communications Corporation 1996 Equity Incentive Plan (the "Plan") is being
filed to register additional securities of the same class as other securities
for which an earlier-filed registration statement on Form S-8 relating in part
to the Plan is effective. Pursuant to Instruction E of Form S-8, such earlier
registration statement (No. 333-65279) is incorporated herein by reference,
except as to the items set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities
and Exchange Commission by Citadel Communications Corporation (the "Company")
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated herein by reference: (1) the Company's Annual Report on Form
10-K for the year ended December 31, 1998; (2) the Company's Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1999; (3) the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999; (4)
the Company's Current Report on Form 8-K (Date of Event: February 16, 1999)
filed February 17, 1999; (5) the Company's Current Report on Form 8-K (Date of
Event: June 25, 1999) filed July 7, 1999; and (6) the description of the
Company's Common Stock, par value $.001 per share, contained in the Company's
Registration Statement on Form 8-A/A under Section 12 of the Exchange Act, filed
on June 30, 1998, as amended by the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1999 and any further amendment or report filed
hereafter for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters 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. Any statement contained in a document all or a portion of which is
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 or is 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.
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada General Corporation Law (the
"NGCL") empowers a corporation to indemnify any person who was or is a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
corporation, and with respect to any criminal proceeding, he had reasonable
cause to believe that his conduct was unlawful.
Section 78.7502 of the NGCL also empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including amounts paid in settlement and attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation unless, and only to the extent
that, the court in which such action or suit was brought or other court of
competent jurisdiction shall determine upon application that in view of all the
circumstances of the case, that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 78.7502 of the NGCL further provides that, to the
extent that a director or officer of a corporation has been successful on the
merits or otherwise, in the defense of any action, suit or proceeding referred
to above or in the defense of any claim, issue or matter therein, he must be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith. Section 78.751 of the NGCL provides
that indemnification provided for by Section 78.7502 of the NGCL shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled, except that such indemnification may not be made to any director or
officer if a final
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<PAGE> 4
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action, unless a court of competent jurisdiction orders otherwise,
utilizing the standard described in the immediately preceding paragraph.
The articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of the officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
the officer or director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation; these provisions do not affect any rights to advancement of
expenses to which corporate personnel other than officers and directors may be
entitled under any contract or otherwise by law.
Any discretionary indemnification referred to above, unless
ordered by a court or paid as incurred in advance of final disposition upon
receipt of a proper undertaking to repay the same, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made: (i) by the stockholders; (ii) by
the board of directors by majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding; (iii) if a majority vote of a
quorum consisting of directors who were not parties to the act, suit or
proceeding so orders, by independent legal counsel in a written opinion; or (iv)
if a quorum consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
The Company's Amended and Restated Certificate of
Incorporation provides as follows:
To the full extent permitted by law, the Corporation
shall indemnify any person made or threatened to be made a
party to an action or proceeding, whether criminal, civil,
administrative or investigative, by reason of the fact that he
or she is or was a director of the Corporation or any
predecessor of the Corporation or serves or served any other
enterprise as director at the request of the Corporation or
any predecessor of the Corporation.
The Company's Bylaws further implement the permissive
provisions of Section 78.751 of the NGCL discussed above.
As permitted by Section 78.037 of the NGCL, the Company's
Amended and Restated Certificate of Incorporation provides as follows:
To the full extent permitted by the General
Corporation Law of the State of Nevada in effect from time to
time and to no greater extent, no officer or member of the
Board of Directors shall be liable for monetary damages for
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<PAGE> 5
breach of fiduciary duty in his or her capacity as an officer
or a director in any action brought by or on behalf of the
Corporation or any of its shareholders.
Section 78.037 currently provides that any such provision of a
corporation's articles of incorporation may not eliminate or limit the liability
of a director or officer for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the payment of dividends
in violation of the NGCL.
The Company maintains insurance to protect persons entitled to
indemnification pursuant to its Amended and Restated Certificate of
Incorporation and Bylaws and the NGCL against expenses, judgments, fines and
amounts paid in settlement, to the fullest extent permitted by the NGCL.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
5 Opinion of Lionel Sawyer & Collins (including consent).
23.1 Consent of Lionel Sawyer & Collins (included in its opinion filed
herewith as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
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 to include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material change
to such information in the registration statement.
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<PAGE> 6
(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.
(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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) 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 Securities and
Exchange 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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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Lawrence R. Wilson and Donna L. Heffner and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or 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 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 either of them, or
their substitute or substitutes, may lawfully do or cause to be done by venture
hereof.
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 Las Vegas, State of Nevada, on August 20, 1999.
CITADEL COMMUNICATIONS CORPORATION
By: /s/ LAWRENCE R. WILSON
------------------------------------
Lawrence R. Wilson
Chairman of the Board, Chief Executive
Officer and President
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<PAGE> 8
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LAWRENCE R. WILSON Chairman of the Board, Chief August 20, 1999
- ------------------------------------- Executive Officer and
Lawrence R. Wilson President (Principal Executive
Officer)
/s/ DONNA L. HEFFNER Vice President and Chief August 20, 1999
- ------------------------------------- Financial Officer (Principal
Donna L. Heffner Financial and Accounting Officer)
/s/ PATRICIA DIAZ DENNIS Director August 20, 1999
- -------------------------------------
Patricia Diaz Dennis
/s/ IKE KALANGIS Director August 20, 1999
- -------------------------------------
Ike Kalangis
/s/ TED L. SNIDER, SR. Director August 20, 1999
- -------------------------------------
Ted L. Snider, Sr.
/s/ JOHN E. VON SCHLEGELL Director August 20, 1999
- -------------------------------------
John E. von Schlegell
</TABLE>
-8-
<PAGE> 9
CITADEL COMMUNICATIONS CORPORATION
EXHIBIT INDEX
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4.2 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
5 Opinion of Lionel Sawyer & Collins (including consent).
23.1 Consent of Lionel Sawyer & Collins (included in its opinion filed
herewith as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney (included on signature page).
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<PAGE> 1
Exhibit 5
[Logo]
August 20, 1999
Citadel Communications Corporation
City Center West
7201 West Lake Mead Boulevard
Suite 400
Las Vegas, Nevada 89128
Eckert Seamans Cherin & Mellott, LLC
600 Grant Street
44th Floor
Pittsburgh, Pennsylvania 15219
Re: Registration of 973,224 Additional Shares of Common Stock of
Citadel Communications Corporation (the "Company") for Issuance
Pursuant to the Exercise of Options Granted or to be Granted
under the Company's 1996 Equity Incentive Plan (the "Plan")
Ladies and Gentlemen:
We are acting as special Nevada counsel for the Company in connection
with the registration by the Company under the Securities Act of 1933, as
amended, of 973,224 shares of Common Stock, par value $0.001 per share, of the
Company (the "Common Stock"), for issuance upon the exercise of options granted
or to be granted under the Plan, on a Registration Statement on Form S-8 (the
"Registration Statement").
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord, and this Opinion
Letter should be read in conjunction therewith. The Law covered by the Opinions
expressed herein is limited to the State of Nevada.
<PAGE> 2
We have examined originals or copies of each of the documents listed
below:
1. Certificate of Corporate Existence of the Company certified by
the Nevada Secretary of State dated August 2, 1999;
2. The Eighth Amended and Restated Articles of Incorporation of the
Company certified by Nevada's Secretary of State as of August 2,
1999 ("Articles");
3. The Amended and Restated Bylaws of the Company, dated June 26,
1998, certified by the Company's Secretary as of the date hereof;
and
4. Resolutions of the Company's board of directors dated May 24,
1999, June 11, 1999, and June 25, 1999.
We have examined originals or copies of such other corporate records
and certificates of corporate officers and public officials as we have deemed
necessary or advisable for purposes of this Opinion Letter. We have relied upon
the certificates of all public officials and corporate officers, including, but
not limited to, the certificate of the Company's Secretary, attached hereto as
Exhibit A, with respect to the accuracy of all factual matters contained
therein.
We have assumed that any option agreement between the Company and a
recipient of any option granted under the Plan is valid, binding and
enforceable under the laws of the jurisdiction governing any such agreement.
Based upon the foregoing, and subject to the following, it is our
opinion that:
1. The Company is a corporation, duly incorporated, validly existing
and in good standing under the laws of the State of Nevada.
2. The Common Stock, when issued, delivered and paid for as
contemplated by the Plan, will be duly authorized, validly
issued, fully paid and nonassessable.
We express no opinion concerning any securities law or rule. This
Opinion Letter is intended solely for use in connection with the registration of
the Common Stock as described in the Registration Statement, and it may not be
relied upon for any other purpose, or reproduced or filed publicly, without the
written consent of this firm; provided, however, we hereby consent to the filing
of this Opinion Letter as an exhibit to the Registration Statement. In giving
this consent, we do not hereby admit that we are in a category of persons whose
consent is required pursuant to Section 7 of the Securities Act of 1933 or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/ LIONEL SAWYER & COLLINS
LIONEL SAWYER & COLLINS
<PAGE> 3
Exhibit A
CITADEL COMMUNICATIONS CORPORATION
SECRETARY'S CERTIFICATE
The undersigned, Donna L. Heffner, Secretary of Citadel Communications
Corporation, a Nevada corporation (the "Company"), does hereby certify as of the
date hereof as follows:
1. I am the duly elected and presently acting Secretary of the Company
and as such have had access to the corporate records of the Company and am
familiar with the matters therein contained and herein certified.
2. Attached hereto as Exhibit 1 is a copy of the Company's Eighth
Amended and Restated Articles of Incorporation, certified by Nevada's Secretary
of State as of August 2, 1999. Such articles have not been amended, modified,
annulled or revoked and are in full force and effect.
3. Attached hereto as Exhibit 2 is a copy of the Company's bylaws,
dated June 26, 1998. Such bylaws have not been amended, modified, annulled or
revoked and are in full force and effect.
4. Attached hereto as Exhibit 3 are resolutions of the Company's Board
of Directors dated May 24, 1999, June 11, 1999, and June 25, 1999. Except as set
forth therein, such resolutions, as they relate to the Citadel Communications
Corporation 1996 Equity Incentive Plan (the "Plan") have not been amended,
modified, annulled or revoked and are in full force and effect.
5. On July 27, 1999, stockholders holding a majority of the shares of
the Company's capital stock entitled to vote on an amendment to the Plan present
in person or by proxy at a meeting of the Company's stockholders at which a
quorum was present, approved an amendment to the Plan, increasing the number of
shares of Common Stock available for issuance thereunder (or which may be used
to provide a basis for measurement of an award under the Plan) to 2,400,585
shares. Such approval has not been amended, modified, annulled or revoked and
remains in full force and effect.
6. The number of shares of the Company's common stock either
outstanding or otherwise reserved does not exceed 37,000,000.
In witness whereof, I have hereunto set my hand this 20th day of
August, 1999.
/s/ Donna L. Heffner
---------------------------------
Donna L. Heffner
Secretary
<PAGE> 4
EXHIBIT 1
ARTICLES OF INCORPORATION
[DELETED BUT ON FILE WITH LIONEL SAWYER & COLLINS]
EXHIBIT 2
BYLAWS
[DELETED BUT ON FILE WITH LIONEL SAWYER & COLLINS]
EXHIBIT 3
BOARD RESOLUTIONS
[DELETED BUT ON FILE WITH LIONEL SAWYER & COLLINS]
<PAGE> 1
Exhibit 23.2
The Board of Directors
Citadel Communications Corp.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Citadel Communications Corp. of our report dated March 5, 1999, except as
to the last two paragraphs of Note 17, which are as of March 17, 1999, relating
to the consolidated balance sheets of Citadel Communications Corp. and
subsidiary as of December 31, 1998 and 1997, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1998, which report appears in
the December 31, 1998 annual report on Form 10-K of Citadel Communications Corp.
/s/ KPMG LLP
Phoenix, Arizona
August 19, 1999
