<PAGE>
As filed with the Securities and Exchange Commission on June 5, 1998.
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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THE ASSOCIATED GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 51-0260858
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
(412) 281-1907
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
THE ASSOCIATED GROUP, INC. AMENDED AND RESTATED
1994 STOCK OPTION AND INCENTIVE AWARD PLAN
(Full title of the plan)
Myles P. Berkman
Chairman, President and Chief Executive Officer
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
(412) 281-1907
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------------
Copies to:
Scott G. Bruce, Esquire Kent A. Coit, Esquire
The Associated Group, Inc. Skadden, Arps, Slate, Meagher & Flom LLP
3 Bala Plaza East, Suite 502 One Beacon Street
Bala Cynwyd, Pennsylvania 19004 Boston, Massachusetts 02108
(610) 660-4910 (617) 573-4800
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Amount Proposed Maximum Proposed Maximum Amount of
Title of To Be Offering Price Aggregate Registration
Securities To Be Registered (1) Registered Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Class B Common Stock, $.10 par value
(together with the accompanying 1,727,438 (2) $4,658,047.24 $1,411.53
Preferred Stock Purchase Rights)
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</TABLE>
(1) This Registration Statement also covers the same number of shares Class
A Common Stock, par value $ .10 per share (together with the
accompanying Preferred Stock Purchase Rights), of the Registrant (the
"Class A Common Stock"), which will be issuable or transferable in the
event the Registrant elects to convert the Class B Common Stock into
Class A Common Stock pursuant to Article Fourth of its Amended and
Restated Certificate of Incorporation.
(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, as amended,
the proposed maximum offering price per share is based upon the actual
prices at which the options for the purchase of the securities
registered hereby may be exercised, which range from $2.69 per share
to $3.23 per share.
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<PAGE>
PART II
INCORPORATION OF EARLIER REGISTRATION STATEMENT
There is incorporated herein the contents of the Registration Statement
on Form S-8 (Reg. No. 33-88084) for The Associated Group, Inc. Amended and
Restated 1994 Stock Option and Incentive Award Plan (the "Plan"), filed with the
Securities and Exchange Commission on December 30, 1994.
Item 5. Interests of Named Experts and Counsel
An opinion concerning the legality of the securities being registered
has been rendered by Scott G. Bruce, General Counsel and Secretary of the
Registrant. Mr. Bruce has been granted options to acquire 254,926 shares of
the Registrant's Class B Common Stock at prices ranging from $2.69 per share to
$8.25 per share, of which 95,926 are exercisable on the date hereof.
Item 8. Exhibits
Exhibit
Number
4.1* Restated Certificate of Incorporation of
the Registrant
4.2* Amended and Restated By-Laws of the Registrant
4.3** Forms of Certificates for Class A Common Stock
and Class B Common Stock of the Registrant
5 Opinion of Scott G. Bruce, Esquire
23.1 Consent Of Ernst & Young LLP, Independent
Accountants
23.2 Consent Of KPMG Cardenas Dosal, S.C.,
Independent Accountants
23.3 Consent Of Scott G. Bruce, Esquire (contained in
the opinion filed as Exhibit 5 to this
Registration Statement)
24 Power of Attorney (included on the signature page
of this Registration Statement)
*Incorporated herein by reference to the forms of such documents
included as Exhibits 3.1 and 3.2 to the Registrant's Registration
Statement on Form 10 dated October 7, 1994, as amended by Forms 10/A
dated November 4, 1994 and November 15, 1994 (File No. 0-24924).
**Incorporated herein by reference to Exhibit 4.3 to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 22, 1994 (File No. 0-24924).
II-1
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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 City of Pittsburgh, State of Pennsylvania, on June 5, 1998.
THE ASSOCIATED GROUP, INC.
By: /s/ Myles P. Berkman
-------------------------
Myles P. Berkman
Chairman, President and
Chief Executive Officer
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
DATES INDICATED. EACH OF THE UNDERSIGNED ALSO MAKES, CONSTITUTES AND APPOINTS
MYLES P. BERKMAN AND SCOTT G. BRUCE, AND EACH OF THEM ACTING ALONE, HIS TRUE AND
LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND CAUSE
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), ANY AND ALL
PRE-EFFECTIVE AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH
EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND ANY RELATED
REGISTRATION STATEMENT AND ITS PRE-EFFECTIVE AND POST-EFFECTIVE AMENDMENTS FILED
PURSUANT TO RULE 462(B) UNDER THE ACT, WITH EXHIBITS THERETO AND OTHER DOCUMENTS
IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL THAT SAID
ATTORNEY-IN-FACT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO OR CAUSE TO BE DONE BY
VIRTUE THEREOF.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
Chairman, President, Chief Executive June 5, 1998
Officer, Treasurer and Director
(principal executive, financial and
By /s/ Myles P. Berkman accounting officer)
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Myles P. Berkman
Executive Vice President and Director June 5, 1998
By /s/ David J. Berkman
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David J. Berkman
By /s/ Donald H. Jones Director June 5, 1998
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Donald H. Jones
By /s/ Joseph A. Katarincic Director June 5, 1998
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Joseph A. Katarincic
</TABLE>
II-1
<PAGE>
EXHIBIT 5 -- OPINION OF SCOTT G. BRUCE, ESQUIRE
June 5, 1998
The Associated Group, Inc.
200 Gateway Towers
Pittsburgh, Pennsylvania 15222
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am General Counsel and Secretary of The Associated Group, Inc., a
Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering with the Securities and
Exchange Commission, under the Securities Act of 1933, as amended (the "1933
Act"), 1,727,438 shares (the "Shares") of Class B common stock, par value $.10
per share (together with the accompanying Preferred Stock Purchase Rights), of
the Company issuable upon the exercise of options granted under The Associated
Group, Inc. Amended and Restated 1994 Stock Option and Incentive Award Plan (the
"Plan"). The Shares registered pursuant to the Registration Statement relate to
grants originally made by Microwave Services, Inc. ("MSI"), a wholly-owned
subsidiary of the Company, pursuant to The Microwave Services, Inc. 1996 Stock
Incentive Plan (the "MSI Plan"). On March 16, 1998, all outstanding options to
purchase common stock of MSI under the MSI Plan were converted into (the
"Conversion") and became options to purchase Shares under the Plan, pursuant to
an Action by Unanimous Written Consent of the Microwave Services, Inc. 1996
Stock Incentive Plan Committee and an Action by Written Consent of the Board of
Directors of the Company, each dated as of February 27, 1998.
In this connection, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) forms of Award Agreements (as that
term is defined in the Plan), (iv) the Restated Certificate of Incorporation and
Amended and Restated By-Laws of the Company, each as currently in effect, (v)
certain resolutions adopted by the Board of Directors of the Company relating to
the issuance of the Shares, the Conversion and certain related matters and (vi)
such other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinion set forth herein. In my examination, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
copies. As to any facts material to the opinion expressed herein which I have
not independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Company and others.
I am admitted to the practice of law in the Commonwealth of
Pennsylvania, and to the extent that matters of law are addressed herein, the
opinions expressed are limited to the federal laws of the United States of
America, the laws of the Commonwealth of Pennsylvania and the General
Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when the Shares have been
paid for and certificates therefor have been issued and delivered in accordance
with the terms of the Plan and the corresponding Award Agreement as contemplated
by the Registration Statement, the Shares will be validly issued, fully paid and
non assessable.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the 1933
Act or the Rules and Regulations promulgated thereunder.
This opinion is furnished by me, as counsel to the Company, in
connection with the filing of the Registration Statement and, except as provided
in the immediately preceding paragraph, is not be used, circulated, quoted or
otherwise referred to for any other purpose without my express written
permission or relied upon by any other person.
Very truly yours,
/s/ Scott G. Bruce
Scott G. Bruce
<PAGE>
EXHIBIT 23.1 -- CONSENT OF ERNST & YOUNG LLP, INDEPENDENT ACCOUNTANTS
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to The Associated Group, Inc. Amended and Restated 1994
Stock Option and Incentive Award Plan of our report dated February 27, 1998 with
respect to the consolidated financial Statements and schedule of The Associated
Group, Inc. included in its Annual Report on Form 10-K for the year ended
December 31, 1997.
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
June 1, 1998
<PAGE>
EXHIBIT 23.2 -- CONSENT OF KPMG CARDENAS DOSAL, S.C., INDEPENDENT ACCOUNTANTS
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors and Stockholders
Grupo Portatel, S.A. de C.V.
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (Reg. No. ___________) pertaining to The Associated Group, Inc. Amended
and Restated 1994 Stock Option and Incentive Award Plan of our report dated
February 20, 1998, with respect to the consolidated balance sheets of Grupo
Portatel, S.A. de C.V. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1997
(not presented separately herein), which report is included in the Annual
Report on Form 10-K of The Associated Group, Inc. for the year ended
December 31, 1997.
KPMG CARDENAS DOSAL, S.C.
/s/ Felipe Lopez Villegas
Felipe Lopez Villegas
Merida, YUC., Mexico
Junio 1, 1998
