<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 20, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN COMMUNICATIONS SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 4813 52-1947746
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NO.)
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131 NATIONAL BUSINESS PARKWAY
ANNAPOLIS JUNCTION, MARYLAND 20701
(301) 617-4200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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RILEY M. MURPHY, ESQ.
AMERICAN COMMUNICATIONS SERVICES, INC.
131 NATIONAL BUSINESS PARKWAY
ANNAPOLIS JUNCTION, MARYLAND 20701
(301) 617-4215
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
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with copies to:
GEORGE W. BILICIC, JR., ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NEW YORK 10019-7475
(212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED DISTRIBUTION OF THE SECURITIES
TO THE PUBLIC: As soon as practicable after the Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-34395
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER NOTE(1)(2) PRICE(1)(2) FEE(3)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------
13 3/4% Senior Notes due
2007....................... $7,000,000 100% $7,000,000 $2,065
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(1) Estimated solely for purposes of calculating the registration fee.
(2) Exclusive of accrued interest, if any.
(3) Calculated pursuant to Rule 457(o).
(4) Includes $959 previously paid with the filing of the Registration Statement
on Form S-4 (Registration No. 333-45471) on February 2, 1998.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) ("Rule
462(b)") under the Securities Act of 1933, as amended (the "Securities Act"),
and includes the registration statement facing page, this page, the signature
page, an exhibit index, a legal opinion and related consents and auditors'
consents. Pursuant to Rule 462(b), the contents of the Registration Statement on
Form S-4, (File No. 333-34395) of American Communications Services, Inc.,
including the exhibits thereto, are incorporated by reference into this
registration statement.
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THE REGISTRANT HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ANNAPOLIS JUNCTION, STATE
OF MARYLAND, ON THIS 20TH DAY OF FEBRUARY, 1998.
AMERICAN COMMUNICATIONS SERVICES,
INC.,
Registrant
By: /s/ JACK E. REICH
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Jack E. Reich
Director, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jack E. Reich and David L. Piazza and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and all 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 or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, and each of them, and agents or their substitutes may
lawfully do or cause to be done by virtue hereof.
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:
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SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------------------- ------------------
<S> <C> <C>
/s/ ANTHONY J. POMPLIANO Chairman of the February 20, 1998
- ---------------------------------------- Board of Directors
Anthony J. Pompliano
/s/ JACK E. REICH Director, President and February 20, 1998
- ---------------------------------------- Chief Executive Officer
Jack E. Reich (Principal Executive Officer)
/s/ DAVID L. PIAZZA Chief Financial Officer February 20, 1998
- ---------------------------------------- (Principal Financial and
David L. Piazza Accounting Officer)
Director February 20, 1998
- ----------------------------------------
George M. Middlemas
/s/ EDWIN M. BANKS Director February 20, 1998
- ----------------------------------------
Edwin M. Banks
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II-1
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<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- ---------------------------------- ------------------
<S> <C> <C>
- ---------------------------------------- Director February 20, 1998
Christopher L. Rafferty
/s/ BENJAMIN P. GIESS Director February 20, 1998
- ----------------------------------------
Benjamin P. Giess
/s/ OLIVIER L. TROUVEROY Director February 20, 1998
- ----------------------------------------
Olivier L. Trouveroy
/s/ PETER C. BENTZ Director February 20, 1998
- ----------------------------------------
Peter C. Bentz
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II-2
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EXHIBIT INDEX
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SEQUENTIALLY
EXHIBIT NO. DESCRIPTION NUMBERED PAGE
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5 Opinion of Riley M. Murphy General Counsel of the Company............
23.1 Consent of KPMG Peat Marwick LLP.....................................
23.2 Consent of Riley M. Murphy (included in Exhibit 5)...................
24.1 Powers of Attorney (included on Signature Page)......................
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<PAGE> 1
EXHIBIT 5
Riley M. Murphy
American Communications Services, Inc.
131 National Business Parkway, Suite 100
Annapolis Junction, MD 20701
February 20, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-1004
Re: AMERICAN COMMUNICATIONS SERVICES, INC. FORM S-4
Gentlemen:
The undersigned has acted as legal counsel to American Communications Services,
Inc., a Delaware corporation (the "Company"), in connection with the
Registration Statement on Form S-4 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission on the date hereof and
relating to $177,000,000 aggregate principal amount of the Company's 13 3/4%
Senior Notes due 2007 (the "New Notes"), to be offered in exchange for an equal
principle amount of the Company's outstanding 13 3/4% Senior Notes due 2007 (the
"Old Notes"; the exchange of the Old Notes for the New Notes is hereinafter
referred to as the "Exchange Offer") pursuant to a Prospectus (the "Prospectus")
contained in the Registration Statement. This Registration Statement has been
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and
incorporates the contents of the Company's Registration Statement on Form S-4
(File No. 333-34395).
In the capacity of legal counsel to the Company, the undersigned has examined
originals or copies, certified or otherwise identified to the satisfaction of
the undersigned, of such documents, corporate records and other instruments as
the undersigned has deemed necessary for the purpose of rendering this opinion,
including (a) the Indenture dated as of July 23, 1997 (the "Indenture"), between
the Company and the Chase Manhattan Bank, as trustee (the "Trustee) and (b) the
Registration Rights Agreement dated as of July 23, 1997 between the Company and
BT Securities Corporation as representative of the Initial Purchasers named
therein (the "Registration Rights Agreement"). In the course of such
examinations, the undersigned has assumed the genuineness of all documents
submitted as originals and the conformity to originals and certified documents
of all copies submitted as conformed copies.
Based upon and subject to the foregoing, and assuming that the Registration
Statement becomes and remains effective and that applicable state securities
laws are complied with, the undersigned is of the opinion that the New Notes,
when duly executed by the Company and authenticated by the Trustee in accordance
with the terms of the Indenture and duly issued and delivered by the Company in
exchange for an equal principal amount of Old Notes pursuant to the terms of the
Registration Rights Agreement, will be duly issued and will constitute valid and
binding obligations of the Company enforceable against the Company in accordance
with their terms (subject to applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer and other similar laws affecting creditors'
rights generally from time to time in effect and to general principles of
equity, including, without limitation, concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether considered in a proceeding in
equity or at law).
The undersigned hereby consents to the filing of this opinion as Exhibit 5 to
the Registration Statement and the reference to the undersigned under the
caption "Legal Matters" in the Prospectus which forms a part of the Registration
Statement.
Very truly yours,
/s/ Riley M. Murphy
<PAGE> 1
EXHIBIT 23.1
The Board of Directors
American Communications Services, Inc.:
We consent to the incorporation by reference in the Registration Statement
on Form S-4, filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, of our report included in Amendment No. 2 to the Registration Statement
on Form S-4 (File No. 333-34395) and to the reference to our firm under the
headings "Experts" and "Selected Consolidated Financial Data" in the related
prospectus.
KPMG Peat Marwick LLP
Washington, DC
February 20, 1998
