1
As filed with the Securities and Exchange Commission on May 4, 1995
Registration No. 33-58271
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ROSEVILLE COMTECH
(Exact name of registrant as specified in its charter)
California 4813 Applied For
(State or other (Primary Standard Industri (I.R.S. Employer
jurisdiction of al Classification Identification No.)
incorporation or Code Number)
organization)
211 Lincoln Street
Roseville, California 95678
(916) 786-6141
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Brian H. Strom
President and Chief Executive Officer
Roseville Telephone Company
211 Lincoln Street
Roseville, California 95678
(916) 786-1407
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Jed E. Solomon, Esq.
Cooper, White & Cooper
201 California Street
San Francisco, California 94111
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective time of the Reorganization described in this
Registration Statement.
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. ___
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Maximum Maximum Amount of
Class of Amount Offering Aggregate Registration
Securities to be Price Offering Fee
to be Registered Per Unit Price
Registered
--------- ---------- -------- ----- ---
Common Stock, 14,484,953 $24.00 $347,638,872 $119,875
Without Par shares
Value
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
shall determine.
ROSEVILLE COMTECH
FORM S-4
CROSS REFERENCE SHEET
PART I
INFORMATION REQUIRED IN PROSPECTUS
S-4 Item Location in Prospectus
Item 1. Forepart of the Outside Front Cover Page
Registration Statement and of Proxy
Outside Front Cover Page Statement/Prospectus
of Prospectus..............
.
Item 2. Inside Front and Outside Inside Front Cover Page
Back Cover of Prospectus... of Proxy
. Statement/Prospectus
Item 3. Risk Factors, Ratio of Outside Front Cover Page
Earnings to Fixed Charges of Proxy
and Other Information...... Statement/Prospectus;
. General Information for
Shareholders; Proposal
to Approve the Agreement
and Plan of
Reorganization
Item 4. Terms of the Transaction... Proposal to Approve the
. Agreement and Plan of
Reorganization
Item 5. Pro Forma Financial
Information Not Applicable
Item 6. Material Contacts with the
Company Being Acquired..... Not Applicable
Item 7. Additional Information
Required for Reoffering by
Persons and Parties Deemed
to be Underwriters......... Not Applicable
Item 8. Interests of Named Experts
and Counsel................ Not Applicable
Item 9. Disclosure of Commission
Position on
Indemnification for Not Applicable
Securities Act Liabilities.
...............
Item 10. Information with Respect
to S-3 Registrants......... Not Applicable
...
Item 11. Incorporation of Certain
Information by Reference... Not Applicable
Item 12. Information with Respect
to S-2 or S-3 Registrants.. Not Applicable
...
Item 13. Incorporation of Certain
Information by Reference... Not Applicable
Item 14. Information with Respect Business of Roseville
to Registrants Other than and Holding Company
S-2 or S-3 Registrants.....
....
Item 15. Information with Respect Incorporation of Certain
to S-3 Companies........... Documents by Reference
...
Item 16. Information with Respect
to S-2 or S-3 Companies.... Not Applicable
...
Item 17. Information with Respect
to Companies Other than S-
2 or S-3 Companies......... Not Applicable
.....
Item 18. Information if Proxies, General Information for
Consents or Authorizations Shareholders; Proposal
are to be Solicited........ to Approve the Agreement
and Plan of
Reorganization; Election
of Directors;
Compensation of
Directors; Executive
Compensation; Report of
Compensation Committee
Concerning Compensation;
Performance Graph;
General Matters and
Shareholder Proposals.
Item 19. Information if Proxies,
Consents or Authorizations
are not to be Solicited in
an Exchange
Offer...................... Not Applicable
ROSEVILLE TELEPHONE COMPANY
Dear Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Roseville Telephone Company to be held at the Company's Industrial Avenue
Facility, 8150 Industrial Avenue, Building A, Roseville, California, on Friday,
June 16, 1995 at 8:00 o'clock P.M.
At the meeting, shareholders will be asked to approve the creation of a
holding company and to elect the five directors. As we do at each annual
meeting of our shareholders, officers will present reports on the various
activities of Roseville Telephone Company and its financial performance.
Information concerning these matters is set forth in the attached Notice of
Annual Meeting of Shareholders and Proxy Statement/Prospectus. As a result of
the proposal to create a holding company, the materials you are receiving in
connection with the 1995 Annual Meeting are lengthier than those normally
distributed to Roseville's shareholders. We urge you to read all of the
materials carefully.
The Board of Directors recommends that you vote your shares in favor of the
election of directors and the proposal to approve the Agreement and Plan of
Reorganization to implement the holding company structure.
Please return the enclosed proxy card as promptly as possible whether or
not you plan to attend the meeting. You will assure that your shares will be
voted at the meeting.
Thank you for your continued support.
Sincerely yours,
Robert L. Doyle
Chairman of the Board
ROSEVILLE TELEPHONE COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Roseville Telephone Company
(hereinafter called "Roseville") will be held at Roseville's Industrial Avenue
Facility, 8150 Industrial Avenue, Building A, Roseville, California, on Friday,
June 16, 1995 at 8:00 o'clock P.M., for the following purposes:
1. To elect a Board of five (5) Directors;
2. To consider and act upon a proposal to approve the creation of a
holding company by approving the Agreement and Plan of Reorganization described
herein; and
3. To transact such other business as may properly come before the
meeting.
Only shareholders of record on the books of Roseville as of 5:00 o'clock
P.M., May 5, 1995 will be entitled to vote at the meeting or any adjournment
thereof.
By Order of the Board of Directors
Thomas E. Doyle
Secretary
SHAREHOLDERS WHO CANNOT ATTEND IN PERSON ARE REQUESTED TO FILL IN, DATE,
SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE.
Roseville, California, May 8, 1995.
ROSEVILLE COMTECH
ROSEVILLE TELEPHONE COMPANY
211 Lincoln Street
Roseville, California 95678
(916) 786-6141
PROXY STATEMENT/PROSPECTUS
For Annual Meeting Of Shareholders
To Be Held On June 16, 1995
and the issuance of up to 14,484,953 shares
of Common Stock, without par value
This Proxy Statement/Prospectus contains both a Proxy Statement for the
Annual Meeting of Shareholders of Roseville Telephone Company, a California
corporation ("Roseville"), to be held on June 16, 1995 (the "Annual Meeting")
and a Prospectus of Roseville ComTech, a newly-formed California corporation
("Holding Company"), relating to the issuance of up to 14,484,953 shares of
Holding Company common stock without par value (the "Holding Company Common
Stock"), in connection with the adoption of a holding company structure for
Roseville.
No person has been authorized to give any information or to make any
representation not contained in this Proxy Statement/Prospectus and, if given or
made, such information or representation must not be relied upon as having been
authorized by Holding Company or Roseville. This Proxy Statement/Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
securities, nor does it constitute the solicitation of a proxy, in any
jurisdiction, to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Proxy
Statement/Prospectus nor any distribution of securities made hereunder shall,
under any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Proxy Statement/Prospectus is May 8, 1995.
AVAILABLE INFORMATION
Roseville is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy and information statements and
other information filed by Roseville with the Commission can be inspected and
copied at the public reference facilities of the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Washington, DC 20549, and at the Commission's New York
Regional Office, Jacob K. Javits Federal Building, 26 Federal Plaza, New York,
New York, 10278 and Chicago Regional Office, Everett McKinley Dirksen Building,
219 South Dearborn Street, Chicago, Illinois 60604. Copies of such material can
also be obtained at prescribed rates from the Public Reference Section of the
Commission at its Washington address.
Following completion of the Reorganization described in this Proxy
Statement/Prospectus, both Roseville and Holding Company will file such reports
and other information under the Exchange Act, and Holding Company will send its
shareholders annual reports containing financial information that has been
examined and reported upon, with an opinion expressed by, independent auditors.
A registration statement on Form S-4 under the Securities Act of 1933, as
amended (the "Securities Act"), has been filed with the Commission with respect
to the Holding Company Common Stock offered by this Proxy Statement/Prospectus.
This Proxy Statement/Prospectus does not contain all information set forth in
such registration statement, certain portions of which have been omitted
pursuant to rules and regulations promulgated by the Commission. The omitted
information may be obtained from the Commission as indicated above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Roseville has filed with the Commission, pursuant to Section 13 of the
Exchange Act, an Annual Report on Form 10-K for the year ended December 31,
1994, as amended by Form 10-K/A filed with the Commission on April 28,
1995 . Such Annual Report on Form 10-K, as amended, is hereby
incorporated by reference in and made a part of this Proxy Statement/Prospectus.
All documents hereafter filed by Roseville with the Commission, pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the date of the
consummation of the Reorganization referred to herein shall hereby be deemed to
be incorporated by reference in and to be a part of this Proxy
Statement/Prospectus from the date of filing of such documents.
THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH
ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS) ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN OR ORAL
REQUEST DIRECTED TO: LAUREL DISMUKES, CONTROLLER, ROSEVILLE TELEPHONE COMPANY,
211 LINCOLN STREET, ROSEVILLE, CALIFORNIA 95678, TELEPHONE NUMBER (916) 786-
1162. IN ORDER TO INSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD
BE MADE BY JUNE 12, 1995.
TABLE OF CONTENTS
Page
SUMMARY
ANNUAL MEETING OF SHAREHOLDERS
VOTING SECURITIES
ELECTION OF DIRECTORS
Compensation of Directors
EXECUTIVE COMPENSATION
Summary Compensation Table
Retirement Supplement Plan
Pension Plan and SERP
Compensation Committee Interlocks and Insider Participation
Report of the Compensation Committee Concerning Compensation
EXECUTIVE OFFICERS
Compliance with Section 16(a) of the Securities
Exchange Act of 1934
Performance Graph
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
General
Business of Roseville and Holding Company
Reasons for the Reorganization
Description of Reorganization
Automatic Conversion of Common Stock
Debt of Roseville
Directors and Officers of Holding Company
Employee Benefit Plans
Amendment or Termination of the Reorganization Agreement
Income Tax Consequences
Articles of Incorporation, Bylaws and Rights of Shareholders
Conditions to the Reorganization
Regulatory Approvals
Exchange of Share Certificates Not Required
Description of Capital Stock of Holding Company
Exchange Act Filings
Financial Statements
Legal Opinion
No Appraisal Rights
INDEPENDENT AUDITORS
COST OF SOLICITATION
OTHER MATTERS AND SHAREHOLDER PROPOSALS
EXHIBIT A - Agreement and Plan of Reorganization
EXHIBIT B - Articles of Incorporation of Roseville
ComTech
SUMMARY
THE FOLLOWING IS A BRIEF SUMMARY OF CERTAIN INFORMATION CONTAINED IN THIS
PROXY STATEMENT/PROSPECTUS. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE REMAINDER OF THIS PROXY
STATEMENT/PROSPECTUS.
Annual Meeting of Shareholders
This Proxy Statement/Prospectus is furnished in connection with the Annual
Meeting of Shareholders on June 16, 1995 of Roseville Telephone Company
("Roseville"). At the Annual Meeting, Roseville's shareholders will consider
and vote on a proposal to adopt an Agreement and Plan of Reorganization dated
March 30, 1995 (the "Reorganization Agreement") among Roseville, Roseville
ComTech ("Holding Company") and a wholly-owned subsidiary of Holding Company.
Voting Securities
Roseville has only one class of voting security, its Common Stock, entitled
to one vote per share and to cumulative voting in the election of Directors.
Shares cannot be voted at the meeting unless the owner is present or represented
by proxy. Any shareholder may revoke his or her proxy at any time prior to its
use by written communication to the Secretary of Roseville or by attendance at
the Annual Meeting and voting in person. Approval of the Reorganization
Agreement will require the affirmative vote of a majority of the shares of
Roseville present or represented and entitled to vote at the meeting.
Agreement and Plan of Reorganization
Pursuant to the Reorganization Agreement, the corporate structure of
Roseville and its one existing subsidiary will be reorganized by creating a new
holding company to be the publicly-held parent of Roseville (the
"Reorganization"). Following the Reorganization, Holding Company, together with
its subsidiaries, will conduct all the operations currently conducted by
Roseville and its subsidiary, and Holding Company and its subsidiaries will have
the same consolidated net worth as do Roseville and its subsidiary. Each share
of Roseville Common Stock will automatically be converted into one share of
Holding Company Common Stock. Consequently, the shareholders of Roseville
become shareholders of Holding Company and will have the same ownership
interests in Holding Company as they now have in Roseville. This conversion
will not require the exchange of stock certificates.
Business of Roseville and Holding Company
Roseville is engaged in the business of furnishing communication services,
mainly local and toll telephone service and network access services in Placer
and Sacramento Counties, California. Roseville operates no significant line of
business other than communication services it now provides. Roseville's
principal executive offices are located at 211 Lincoln Street, Roseville,
California 95678, telephone number (916) 786-6141. The address of Holding
Company's principal executive offices and its telephone number are the same as
Roseville's. The current business of Roseville and its subsidiary will be
operated by Holding Company and its subsidiaries, including Roseville, after the
Reorganization.
Reasons for the Reorganization
The formation of a Holding Company structure for Roseville will provide a
corporate structure with clear separation between the telephone company and
other communication businesses, will provide a framework that can better
accommodate future growth from internal operations, acquisitions or joint
ventures, and will broaden the alternatives available for future financing and
will generally provide greater administrative and operational flexibility. The
holding company structure which is utilized by many other publicly and privately
held local exchange carriers, will better allow for such separation and will
provide improved financial information to management. With respect to future
investments or acquisitions, a holding company structure will provide Roseville
with the flexibility to operate any future investment or acquisition either as a
part of the telephone company or as a separate entity.
Income Tax Consequences
Roseville has not requested a ruling from the Internal Revenue Service with
respect to the Federal income tax consequences of the Reorganization under the
Internal Revenue Code of 1986, as amended. In the opinion of Cooper, White &
Cooper, counsel to Roseville and Holding Company, the Reorganization will be a
tax-free transaction. Because of the many consequences which must be taken into
account in determining the possible income tax consequences of the
Reorganization, shareholders are urged to consult their own tax advisors. See
"PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION - Income Tax
Consequences".
No Appraisal Rights
Holders of Roseville Common Stock will not, under California law, be
entitled to any appraisal rights as a result of the Reorganization.
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement/Prospectus is furnished in connection with the
solicitation by the Board of Directors of Roseville to be used at the Annual
Meeting of Shareholders on June 16, 1995, or any adjournment thereof, for the
purposes set forth in the foregoing notice. Any shareholder may revoke his or
her proxy at any time prior to its use by written communication to the Secretary
of Roseville or by attendance at the Annual Meeting and voting in person.
The approximate date of mailing to shareholders of Notice of Annual Meeting
and this Proxy Statement/Prospectus is May 8, 1995.
VOTING SECURITIES
Roseville has only one class of voting security, its Common Stock, entitled
to one vote per share and, as explained below, to cumulative voting in the
election of Directors. Only shareholders of record at 5:00 o'clock P.M. on May
5, 1995, will be entitled to vote at the Annual Meeting. As of the close of
business on February 28, 1995, there were 14,484,953 shares of Roseville's
Common Stock outstanding. On February 28, 1995, no person was known by
Roseville to be the beneficial owner of more than five percent of its issued and
outstanding Common Stock, except as follows:
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership Class
Roseville Telephone Company Retirement
Supplement Plan....................... 1,341,907(1) 9.3%
P.O. Box 969
Roseville, California 95678
(1) Shared voting and investment power.
Shares cannot be voted at the meeting unless the owner is present or
represented by proxy. Because abstentions with respect to any matter are
treated as shares present or represented and entitled to vote for the purposes
of determining whether that matter has been approved by the shareholders,
abstentions have the same effect as negative votes. Broker non-votes and shares
as to which proxy authority has been withheld with respect to any matter are not
deemed to be present or represented for purposes of determining whether
shareholder approval of that matter has been obtained.
In voting for Directors, each shareholder is entitled to vote his shares
for as many persons as there may be Directors to be elected, to accumulate his
votes and give one nominee votes equal to the number of Directors multiplied by
the number of shares of stock owned by him or to distribute his votes upon the
same principle among as many nominees as he thinks fit. The five candidates for
election as Directors at the Annual Meeting of Shareholders who receive the
highest number of affirmative votes will be elected.
Approval of the Agreement and Plan of Reorganization requires the
affirmative vote of a majority of the outstanding shares of Roseville. The
approval of any other matters submitted for shareholder approval at the
Annual Meeting will require the affirmative vote of a majority of the shares of
Roseville present or represented and entitled to vote at the meeting.
ELECTION OF DIRECTORS
The following persons are nominees for Director to serve until the next
Annual Meeting of Shareholders and until their successors shall have been
elected and shall qualify. The nominees constitute the present Board of
Directors, all of whom were elected at the last Annual Meeting of Shareholders
of Roseville. During 1994, the Board of Directors held twelve regular meetings,
of which no Director attended less than 75 percent. Roseville's Board of
Directors has no standing audit or nominating Committee. In January 1994 the
Board of Directors established a Compensation Committee, composed of independent
Directors, whose functions include the review of and recommendations with
respect to officer compensation, the review of officer performance and
consideration of benefit issues generally. The Compensation Committee members
are Ralph E. Hoeper, who serves as Chairman, and John R. Roberts III.
Shares represented by the proxy will be voted and the proxies will vote for
the election of all the nominees to the Board of Directors, except to the extent
that authority to vote for particular nominees has been withheld. If any person
is unable or unwilling to serve as a nominee for the office of Director at the
date of the Annual Meeting, or any adjournment thereof, the proxies will vote
for such substitute nominee as shall be designated by the proxies. The
management has no reason to believe that any of the nominees will be unable to
serve if elected a Director. The present Directors and Officers (consisting of
seven individuals) beneficially owned, as of February 28, 1995, an aggregate
665,836 shares, or 4.6% of Roseville's Common Stock. In respect to the nominees
and all the Directors and Officers as a group, the following information is
furnished as of February 28, 1995.
Shares of
Principal Occupation and Roseville
Business Experience for Benefi- Percent
Past Five Years Director cially of Class
Name Age Since Owned (1)
---- --- ------------------- ----- ---------- -----
Robert L. 76 Chairman of the Board 1954 303,225 2.1%
Doyle(2)(3) of Directors of
Roseville; President
and Chief Executive
Officer of Roseville
from 1954 to 1993.
Brian H. Strom(4) 52 President and Chief 1993 5,985 *
Executive Officer of
Roseville (since
December 1993); Vice
President and Chief
Financial Officer of
Roseville from 1989 to
1993.
Thomas E. Doyle(2) 66 Vice President (since 1951 282,766 2.0%
1972) and Secretary-
Treasurer (since 1965)
of Roseville; Chairman
of the Board, Placer
Savings Bank, Auburn,
California.
Ralph E. Hoeper(5) 70 President, Foresthill 1987 32,309 *
Telephone Company,
Foresthill,
California.
John R. Roberts 43 Executive Director 1993 10,152 *
III(5) (since 1990),
California Rice
Industry Association;
Executive Director
(from 1989 to 1990),
Sacramento
Metropolitan Chamber
of Commerce; Director,
Meta Information
Services, Inc.,
Sacramento,
California.
All Directors and 665,836 4.6%
Officers as a
group (7 persons)
____________
* Less than 1.0%
(1) Each beneficial owner has shared voting and investment power
unless otherwise noted.
(2) Robert L. Doyle and Thomas E. Doyle are brothers.
(3) Included in Robert L. Doyle's share ownership figure are 139,201
shares in respect of which he has sole voting and investment power.
(4) Included in Brian H. Strom's share ownership figure are 5,096
shares in respect of which he has sole voting and investment power.
(5) Ralph E. Hoeper and John R. Roberts III serve on the compensation
committee.
Compensation of Directors
All Directors were compensated by a fee of $1,000 per month during the
first three months of 1994. Beginning in April 1994, Directors other than
Robert L. Doyle and Brian H. Strom (who no longer receive compensation as
Directors) were compensated by a fee of $1,000 per month and $500 for each Board
meeting they attend.
EXECUTIVE COMPENSATION
The following table sets forth the executive compensation paid during the
years ended December 31, 1994, 1993 and 1992 to all officers of Roseville who
earned more than $100,000 in combined salary and bonus in 1994:
Summary Compensation Table
Annual Compensation
Name and Other Annual All Other
Principal Salary Bonus Compensation Compensation
Position(1) Year (2) $ $ (3) $ (4) $
---------- ---- ------ ---- ------------ ------------
Robert L. Doyle 1994 361,496 -- 9,685 21,097
Chairman of the 1993 359,775 -- 9,685 10,000
Board of Directors 1992 349,236 -- 6,235 10,000
Brian H. Strom 1994 271,207 -- 1,235 8,493
President and Chief 1993 201,385 -- 1,080 10,000
Executive Officer 1992 195,463 -- 795 10,000
A. A. Johnson 1994 238,428 -- 9,685 8,493
Executive Vice 1993 201,865 -- 8,480 10,000
President and Chief 1992 195,843 -- 6,235 10,000
Operating Officer
Michael D. Campbell 1994 163,255 -- 560 --
Vice President and
Chief Financial
Officer
__________
(1) On December 22, 1993, Brian H. Strom, former Vice President and Chief
Financial Officer of Roseville was elected President and Chief Executive
Officer and A. A. Johnson, former Vice President, Operations of Roseville
was elected Executive Vice President and Chief Operating Officer. Robert
L. Doyle continues to serve as Chairman of the Board of Directors, a
position he held in addition to his service to December 1993 as President
and Chief Executive Officer. Michael D. Campbell was elected Vice
President and Chief Financial Officer effective March 14, 1994.
(2) Reflects for Robert L. Doyle and Brian H. Strom, in addition to salary,
director's fees in the amount of $3,000 for the year ended December 31,
1994, and for Robert L. Doyle in the amount of $12,000 for the years ended
December 31, 1993 and 1992 and, in respect of Michael D. Campbell, salary
from the commencement of his employment on March 14, 1994.
(3) Other annual compensation consists of gross-up payments to officers and
other employees for tax liability incurred in connection with imputed
premiums in respect of life insurance coverage in excess of $50,000.
(4) Reflects employer contributions to Roseville's Retirement Supplement Plan
and, for Robert L. Doyle in 1994, a payment to Mr. Doyle pursuant to the
SERP in the amount of $11,864. See "Retirement Supplement Plan" and
"Pension Plan and SERP" for further information.
Retirement Supplement Plan
Roseville has a Retirement Supplement Plan in which all employees of
Roseville are eligible to participate after one year of service. Under the
Retirement Supplement Plan, eligible employees of Roseville are allowed to
contribute to the plan not more than 6% of their annual compensation as an
"employee savings contribution." Eligible employees may also contribute to the
plan not more than 10% of their annual compensation as an "employee retirement
contribution." Generally, in accordance with Section 401(k) of the Internal
Revenue Code, an employee who makes an employee retirement contribution reduces
by the amount of such contribution the amount of his or her taxable income that
is otherwise currently reportable for Federal tax purposes. Roseville will make
employer contributions to the plan equal to 50% of the employee's aggregate
savings and retirement contributions. Subject to plan limitations on total
contributions and Roseville matching contributions, an employee may elect to
make either a savings contribution or a retirement contribution, or both.
Employees may voluntarily withdraw their employee savings contributions upon
appropriate notice to Roseville, but must reach the age of 59 1/2, or
alternatively, demonstrate a financial hardship to withdraw their employee
retirement contributions. Employees are always fully vested in employer
retirement contributions, and become vested in employer savings contributions at
the rate of 20% per each year of service or fully vested upon death, disability
or the reaching of age 65. Distribution from the plan occurs generally upon
termination of employment.
Pension Plan and SERP
Roseville has a qualified defined benefit pension plan in which all
employees are eligible to participate substantially concurrently with the
commencement of employment ("Pension Plan"), as well as a supplemental non-
qualified and unfunded supplemental executive retirement plan ("SERP"). The
SERP provides benefits that would otherwise be denied participants by reason of
certain Internal Revenue Code limitations on qualified plan benefits, based on
remuneration that is covered under the plans and years of service with
Roseville. Benefits under the plans are a function of a participant's years of
service with Roseville and the employee's average annual compensation during the
period of the five consecutive years in the last ten years of credited service
in which annual compensation was the largest. The monthly retirement benefit
payable under the plans will be adjusted on the basis of actuarial equivalents
for a joint and survivor benefit and for optional forms of benefit, such as the
early retirement benefit. Benefits become fully vested at age 65 or on the
completion of 5 years of service, whichever first occurs, and are not subject to
any deduction for Social Security or other offset amounts.
While Roseville may terminate the plans at any time, such termination will
not deprive any participant or beneficiary of any vested accrued benefits under
the plan to the extent such benefits are then funded.
Since the Pension Plan is a defined benefit plan, funding is determined
with respect to participants as a group and costs cannot be readily allocated to
any individual participant. The ratio of 1994 plan contributions to estimated
total covered compensation was 14.5%. Estimated total covered compensation has
been determined by increasing the total base annual rate of compensation of plan
participants at January 1, 1994 by 6.0%. Robert L. Doyle, Brian H. Strom and A.
A. Johnson are entitled to benefits under the Pension Plan and the SERP and, at
December 31, 1994, were credited with 41, 6 and 17 years of service,
respectively, under the plans. Michael D. Campbell had less than one year of
service under the Plan at December 31, 1994. The compensation covered by the
Pension Plan and the SERP for each participant is substantially similar to the
sum of the salary and other annual compensation reported above for each
executive officer. The table below illustrates approximate annual benefits
payable under the plans for the ranges of pay and periods of service indicated,
assuming retirement at age 65 in 1995.
Estimated Annual Pension for Representative Years of Service
Highest
Consecutive
Five-Year
Average
Compensation 15 20 25 30 35 40
- ------------ -- -- -- -- -- --
$100,000 $26,250 $35,000 $43,750 $52,500 $61,250 $70,000
125,000 32,813 43,750 54,688 65,625 76,563 87,500
150,000 39,375 52,500 65,625 78,750 91,875 105,000
175,000 45,938 61,250 76,563 91,875 107,188 122,500
200,000 52,500 70,000 87,500 105,000 122,500 140,000
225,000 59,063 78,750 98,438 118,125 137,813 157,500
250,000 65,625 87,500 109,375 131,250 153,125 175,000
300,000 78,750 105,000 131,250 157,500 183,750 210,000
400,000 105,000 140,000 175,000 210,000 245,000 280,000
Compensation Committee Interlocks and Insider Participation
In early 1994, the Board of Directors established a Compensation Committee
of independent Directors comprised of Ralph E. Hoeper, who serves as Chairman,
and John R. Roberts III.
Report of the Compensation Committee Concerning Compensation
The Compensation Committee in 1994 assumed the responsibility of
recommending and reviewing a compensation program for Roseville's officers.
Previously such responsibility was held by the entire Board of Directors.
Consistent with past practices followed by Roseville, and deemed by the
Compensation Committee to be a proper articulation of the factors to be utilized
in connection with officer compensation, the Compensation Committee considered:
(i) operational goals and financial performance and the achievement
of stockholder value, together with each officer's individual effectiveness
in reaching those goals and achieving desirable financial performance and
stockholder value;
(ii) the years of service, skill levels and duties of Roseville's
officers giving effect to the limited number of officers and the resulting
determination of increased responsibilities for Roseville's officers in
relation to other companies;
(iii) the compensation earned by officers of other telephone and
telecommunications companies; and
(iv) officer compensation at general industry companies of similar
size to Roseville within the Sacramento, California metropolitan area and
in other areas of the United States with comparable cost-of-living and
compensation levels.
The Compensation Committee also realizes the significance of the
distinctions between the compensation policy at Roseville and at other
companies, both within and outside the telecommunications industry. Most
importantly, substantially all of the officers' compensation is derived from
base salary. Roseville has traditionally not paid bonuses to its officers, nor
did it do so in 1994. Compensation incentives utilized at other companies, such
as stock-based or other long-term incentive plans have never been adopted by
Roseville. As a result, substantially all of the officers' compensation at
Roseville is determined by base salary with reference to prior years performance
by the Company and the officer and competitive conditions.
In addition, the Compensation Committee received the assistance of an
independent consulting firm specializing in compensation matters which prepared
a report in early 1994 with respect to Roseville's compensation policies and
related matters. The engagement of the independent consulting firm was
implemented in furtherance of the Compensation Committee's desire to assure the
maintenance of a policy which attracts and retains the most qualified officers
who can contribute to the long-term performance and growth of Roseville. For
Roseville's executive officers 1994 compensation was below median figures for
telecommunication and general industry companies with comparable revenues
studied and discussed in the 1994 report delivered to the Compensation
Committee.
The 1994 compensation awarded to Robert L. Doyle, Chairman of the Board,
was comprised almost entirely of his salary. Notwithstanding that Roseville
again recorded record revenues and net income in 1993, and continued its
technological improvements, Mr. Doyle received only a minimal increase over his
1993 compensation, in recognition of the commencement of the transition of
certain of his duties to Brian H. Strom. Only a minimal number of the
comparable companies which were studied by the independent consulting firm for
the 1994 report employed individuals who served solely in the capacity of
chairman. As a result, the Compensation Committee does not believe that a
comparison of Mr. Doyle's compensation with that of the chairmen of such
companies is meaningful.
In connection with the 1994 report utilized to assist in the determination
of officer compensation, three of the twelve companies whose compensation
policies were considered are among the seventeen companies constituting the Dow
Jones Telephone Systems Index. All of the companies whose policies were
considered for compensation comparisons are engaged in the telecommunications
industry in general, and the local exchange carrier business in particular. In
addition to the nature of their business, such comparison companies were
comparable to Roseville in one or more of the following categories: revenues,
access lines, assets and geographical location. Substantially all of the
companies in the Dow Jones Telephone Systems Index are larger than Roseville and
it was determined that comparison of compensation of Roseville's officers with
the officers of the other companies would not be meaningful.
Compensation Committee,
Ralph E. Hoeper, Chairman
John R. Roberts III
EXECUTIVE OFFICERS
The following table provides information regarding certain executive
officers of Roseville as of February 28, 1995:
Shares of
Principal Occupation and Roseville Percent
Business Experience for Beneficially of
Name Age Past Five Years Owned (1) Class
---- --- ---------- ----- -----
Robert L. Doyle(2) 76 Chairman of the Board of 303,225 2.1%
Directors; President and
Chief Executive Officer
(1954 to 1993)
Brian H. Strom(3) 52 President and Chief 5,985 *
Executive Officer (since
December 1993); Vice
President and Chief
Financial Officer (1989
to 1993)
A. A. Johnson 73 Executive Vice President 31,119 *
and Chief Operating
Officer (since December
1993); Vice President,
Operations (1989 to 1993)
Michael D. Campbell 46 Vice President and Chief 280 *
Financial Officer (since
March 1994); Partner,
Ernst & Young LLP (1983
to 1994).
____________
* Less than 1.0%
(1) Each beneficial owner has shared voting and investment power
unless otherwise noted.
(2) Included in Robert L. Doyle's share ownership figure are 139,201
shares in respect of which he has sole voting and investment power.
(3) Included in Brian H. Strom's share ownership figure are 5,096
shares in respect of which he has sole voting and investment power.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Roseville's directors and executive officers, and persons who own more than ten
percent of the Common Stock of Roseville to file with the Securities and
Exchange Commission (the "Commission") initial reports of ownership and reports
of changes in ownership of Common Stock of Roseville. Officers, directors and
greater than ten-percent shareholders are required by the Commission's
regulations to furnish Roseville with copies of all forms they file pursuant to
Section 16(a).
To Roseville's knowledge, during the two fiscal years ended December 31,
1994, all Section 16(a) filing requirements applicable to its officers,
directors and greater than ten-percent beneficial owners were complied with,
except, that one initial report of ownership was filed late by Michael D.
Campbell.
Performance Graph
The following graph shows a five year comparison of cumulative total
shareholder return of Roseville's Common Stock (assuming dividend reinvestment)
with the Dow Jones Telephone Systems Index (a published index which includes 17
telecommunications companies) and Standard & Poor's ("S&P") 500 Stock Index.
The comparison of total return on investment (change in year end stock price
plus reinvested dividends) for each of the periods assumes that $100 was
invested on December 31, 1989 in each of Roseville Telephone Company, the Dow
Jones Telephone Systems Index and S&P 500 Stock Index. The stock performance
shown on the graph below is not necessarily indicative of future price
performance.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Roseville Telephone Company,
DJ Telephone Systems and S&P 500
[Graph to Be Inserted]
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
Roseville Telephone Company $100 $145 $173 $195 $219 $236
DJ Telephone Systems Index $100 $ 89 $ 99 $110 $131 $124
S&P 500 Stock Index $100 $ 97 $126 $136 $150 $152
PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
General
The Board of Directors believes that it is in the best interests of
Roseville and its shareholders to reorganize the corporate structure of
Roseville and its one existing subsidiary by creating a new holding company to
be the publicly-held parent of Roseville (the "Reorganization"). To implement
this Reorganization, the Board of Directors has approved and adopted the
Agreement and Plan of Reorganization (the "Reorganization Agreement"), a copy of
which is attached hereto as Exhibit A and incorporated herein by reference,
among Roseville, Roseville ComTech ("Holding Company") and a wholly-owned
subsidiary of Holding Company ("Reorganization Sub").
Following the Reorganization, Holding Company will be the publicly-held
parent corporation and, together with its subsidiaries, will conduct all the
operations currently conducted by Roseville and its subsidiary, and Holding
Company and its subsidiaries will have the same consolidated net worth as do
Roseville and its subsidiary. Under the Reorganization Agreement, each share of
Roseville Common Stock will automatically be converted into one share of Holding
Company Common Stock. Consequently, the shareholders of Roseville become
shareholders of Holding Company and will have the same ownership interests in
Holding Company as they now have in Roseville. This conversion will not result
in the recognition of gain or loss for Federal income tax purposes to the
holders of Roseville Common Stock and will not require the exchange of stock
certificates. See "Income Tax Consequences" below.
Holding Company does not plan to be an operating company and its assets
will consist principally of the capital stock of its subsidiaries. It will
derive its income principally from dividends from and fees for services rendered
to its subsidiaries and from any interest on any loans to subsidiaries.
Approval and consummation of the Reorganization require the affirmative
vote of the holders of a majority of the outstanding shares of Roseville Common
Stock. No shareholder actions are required with respect to Roseville's
Retirement Supplement Plan or other benefit plans. See "Employee Benefit Plans"
below.
If the Reorganization is approved, it is anticipated that it will become
effective at 12:01 A.M. Pacific Standard Time on January 1, 1996 or such other
date as may be approved by Roseville's Board of Directors unless terminated by
Roseville as described below under "Amendment or Termination of the
Reorganization Agreement".
Business of Roseville and Holding Company
Roseville is engaged in the business of furnishing communication services,
mainly local and toll telephone service and network access services, in a
territory covering approximately 83 square miles in Placer and Sacramento
Counties, California. Roseville, with a 23.5% equity interest, is also one of
four limited partners of Sacramento Valley Limited Partnership, a California
limited partnership formed for the construction and operation of a cellular
mobile radio telephone system which now operates in Sacramento and other
Standard Metropolitan Statistical Areas. Roseville operates no significant line
of business other than communication services it now provides. Roseville's
principal executive offices are located at 211 Lincoln Street, Roseville,
California 95678, telephone number (916) 786-6141. The address of Holding
Company's principal executive offices and its telephone number are the same as
Roseville's. The current business of Roseville and its subsidiary will be
operated by Holding Company and its subsidiaries, including Roseville, after the
Reorganization.
Reasons for the Reorganization
The Board of Directors has unanimously approved, and recommended that
shareholders of Roseville approve, the Reorganization. In determining to
approve the Reorganization, the Board concluded that the formation of a holding
company structure for Roseville will provide a corporate structure with clear
separation between the telephone company and other communication businesses,
will provide a framework that can better accommodate future growth from internal
operations, acquisitions or joint ventures, and will broaden the alternatives
available for future financing and will generally provide greater administrative
and operational flexibility. During its consideration of the Reorganization,
the Board recognized that Roseville has pursued a number of opportunities that,
while communications-related, are not solely telephone operations. Such
opportunities have included the limited partnership investment to operate the
cellular telephone system. Roseville is also investigating possible
participation in the personal communications services industry, video
enterprises, the provision of long distance services and other communications
opportunities. Such investigations, however, are too preliminary for Roseville
to make a final determination as to the merits of participation. While
Roseville's current corporate structure would not legally preclude participation
in the other communications services, the Board of Directors believes that such
opportunities should be managed and their results assessed separate from the
results of Roseville's current local exchange carrier operations. The holding
company structure which is utilized by many other publicly and privately held
local exchange carriers, will better allow for such separation and will provide
improved financial information to management. With respect to future
investments or acquisitions, a holding company structure will provide Roseville
with the flexibility to operate any future investment or acquisition either as a
part of the telephone company or as a separate entity. Roseville has no present
intention to engage in any activity other than communications related activities
although Holding Company's Articles of Incorporation, which are substantially
similar to those of Roseville, do not restrict or place any conditions upon the
type of business activities which Holding Company may pursue.
The Board of Directors also believes that a holding company structure will
broaden the alternatives for future financing. As proposed, Holding Company
will not be a public utility as defined under the California Public Utilities
Code and, as a consequence, it should not be subject to the regulatory
restrictions on the issuance of its securities to which Roseville is currently
subject under the rules of the California Public Utilities Commission ("CPUC").
Under current CPUC practice, a local exchange carrier, such as Roseville, must
file an application with the CPUC prior to its issuance of securities. An
interested party may raise objection to the issuance, in which event the CPUC
may postpone or disallow the issuance. Even absent any objection, the filing of
the application with and approval by the CPUC normally requires a number of
months or an even longer period. After the Reorganization, the CPUC will not
have jurisdiction to regulate securities issuance s by Holding Company
after the Reorganization unless Holding Company submits itself to the CPUC's
jurisdiction by participating in a transaction that is subject to the CPUC's
jurisdiction. As a result, Holding Company will be able to issue its securities
after the Reorganization without facing premature disclosure, the uncertainty
presented by the notice filing requirements or unnecessary delays unless Holding
Company submits itself to the CPUC's jurisdiction by participating in a
transaction that is subject to CPUC jurisdiction. Certain securities issuances
that are solely in support of Roseville, such as debt placements for equipment
acquisitions, or other transactions pursuant to which the assets attributable to
Roseville's local exchange operations are encumbered, may continue to be made by
Roseville and will be regulated by the CPUC after the Reorganization is
completed.
Roseville does not believe that the business opportunities to be pursued
nor the amounts or types of financing to be considered will be impacted by the
proposed Reorganization, whether or not approved by the
shareholders .
Description of Reorganization
The Boards of Directors of Roseville, Holding Company and Reorganization
Sub have approved the Reorganization Agreement. The following summary of the
principal provisions of the Reorganization Agreement is qualified in its
entirety by the Reorganization Agreement, a copy of which is attached as Exhibit
A and incorporated herein by reference.
The formation of the Holding Company structure contemplated by the
Reorganization will be accomplished through a merger pursuant to which
Reorganization Sub, a newly-formed, wholly-owned subsidiary of Holding Company,
will be merged with and into Roseville. The Reorganization, pursuant to the
terms and conditions of the Reorganization Agreement, is scheduled to become
effective at 12:01 A.M., Pacific Standard Time, on January 1, 1996 (the
"Effective Time"), at which time the separate existence of Reorganization Sub
will cease and Roseville, as the surviving corporation in the Reorganization,
will become a wholly-owned subsidiary of Holding Company. Following the
Reorganization, Roseville will continue to operate under the name "Roseville
Telephone Company" and Holding Company will be known as "Roseville ComTech".
Under the Reorganization Agreement, by virtue of the Reorganization, (i)
each share of Roseville Common Stock which is issued or outstanding or held in
the treasury of Roseville immediately prior to the Effective Time will be
automatically converted into one share of Holding Company Common Stock, (ii)
each share of Holding Company Common Stock issued and outstanding immediately
prior to the Effective Time will be automatically cancelled and retired; and
(iii) each share of Reorganization Sub Common Stock issued and outstanding
immediately prior to the Effective Time will be automatically converted into one
share of Roseville Common Stock. As a result of the transactions described
above, Holding Company will in effect replace Roseville as the publicly-held
corporation, and each shareholder of Roseville immediately before the Effective
Time will own, immediately after the Effective Time the same number of shares of
Common Stock of Holding Company as such shareholder owned of Roseville Common
Stock immediately before the Effective Time.
Automatic Conversion of Common Stock
When the Reorganization is effected, each share of Roseville Common Stock,
without par value, will automatically be converted into one share of Holding
Company Common Stock, without par value.
Debt of Roseville
Upon consummation of the Reorganization, Holding Company may assume joint
and several responsibility with Roseville for payment of obligations in respect
of Roseville's approximate $40 million of outstanding debt. Roseville has not
yet made a final determination, nor concluded discussions with its lender,
regarding the assumption by Holding Company of Roseville's debt. Prior to the
consummation of the Reorganization, Roseville expects to obtain consent from
Bank of America National Trust and Savings Association in order to effect the
Reorganization. Whether or not such debt is assumed, it is the intention of
Holding Company, after the Reorganization, to present consolidated financial
statements which would include the debt, even if there is no legal assumption by
Holding Company.
Directors and Officers of Holding Company
Upon the effectiveness of the Reorganization, the persons who are Directors
of Roseville will become the Directors of Holding Company. Consequently, it is
anticipated that those persons who are elected Directors of Roseville at the
Annual Meeting of Shareholders and for whose election proxies are being
solicited by this Proxy Statement/Prospectus will be Directors of Holding
Company. See "Election of Directors".
Following the Annual Meeting of Shareholders, the Directors of Roseville
will elect officers of Roseville to serve until their successors are elected and
qualified. The officers so elected will become officers of Holding Company,
Roseville or both upon effectiveness of the Reorganization. Such additional
officers of Holding Company and Roseville as the Board of Directors considers
advisable will be elected or appointed from time to time.
Employee Benefit Plans
Participants in Roseville's Retirement Supplement Plan, following the
effectiveness of the Reorganization, shall be entitled to the same number of
shares of Holding Company's Common Stock equal to the number of shares of
Roseville Common Stock such holder would be entitled to prior to the
effectiveness of the Reorganization, upon the same terms and conditions as under
such Retirement Supplement Plan in effect immediately prior to the
Reorganization.
The Retirement Supplement Plan, the Pension Plan of Roseville and any other
employee benefit plans of Roseville will continue in effect following the
effectiveness of the Reorganization. All or some of such plans may be assumed
by Holding Company in the future to the extent its Board of Directors deems
necessary or desirable.
Amendment or Termination of the Reorganization Agreement
The Board of Directors of Roseville may, to the extent permitted by
California corporation law, amend, modify and supplement the Reorganization
Agreement at any time prior to the effective time, whether before or after
shareholder approval. The Board of Directors of Roseville may also terminate
their Reorganization Agreement, notwithstanding shareholder approval, at any
time prior to the effective time for any reason including, without limitation,
non-fulfillment of any condition referred to under "Conditions to the
Reorganization" below.
Income Tax Consequences
The following is a general discussion of certain Federal income tax
consequences of the Reorganization. Although it is not anticipated that state
or local income tax consequences will vary substantially from the Federal income
tax consequences described below, shareholders are urged to consult their own
tax advisors with respect thereto.
In the opinion of Cooper, White & Cooper, counsel to Roseville and Holding
Company:
1. No gain or loss will be recognized by Holding Company, Roseville or
Roseville's shareholders whose Roseville Common Stock will be converted
into Holding Company Common Stock by reason of the Reorganization;
2. The tax basis of Holding Company Common Stock received by
Roseville's shareholders in the transaction will be the same as the tax
basis of the Roseville Common Stock converted into such Holding Company
Capital Stock; and
3. Shareholders who hold their Roseville Common Stock as a capital
asset will include in their holding period for the Holding Company Common
Stock which they receive in the transaction their holding period for the
Roseville Common Stock converted into such Holding Company Common Stock.
Articles of Incorporation, Bylaws and Rights of Shareholders
The Articles of Incorporation and Bylaws of Holding Company are
substantially identical to the Amended and Restated Articles of Incorporation
and Bylaws of Roseville. Holders of Holding Company Common Stock immediately
after the Reorganization will have the same rights as holders of Roseville
Common Stock immediately before the Reorganization.
Conditions to the Reorganization
Consummation of the transactions contemplated by the Reorganization
Agreement is conditioned, among other things, on (i) receipt of the requisite
approval by the holders of Roseville Common Stock, (ii) receipt of all consents,
approvals and authorizations that Roseville deems necessary and appropriate to
obtain from governmental and regulatory authorities in connection with the
consummation of the transactions contemplated by the Reorganization which
Roseville considers to be approval by the CPUC, and the consent of the Federal
Communications Commission required as a result of the technical change in
ownership of Roseville as a radio license holder, and (iii) the absence of any
action by any court, governmental or regulatory authority having jurisdiction
over Holding Company, Roseville or Reorganization Sub, the Reorganization or the
transactions contemplated by the Reorganization, that prohibit or restrict the
consummation of any of the transactions contemplated by the Reorganization.
Regulatory Approvals
Roseville intends to make application to the CPUC on or before May 15, 1995
seeking authority to effect the Reorganization and expects to receive from the
CPUC by the Effective Time an approval to the Reorganization with respect to the
creation of the Holding Company structure as contemplated by the Reorganization.
If Roseville does not receive the approval from the CPUC by the Effective Time,
Roseville will postpone the Reorganization until the CPUC requirements are
satisfied.
Exchange of Share Certificates Not Required
The Common Stock of Roseville will automatically be converted into Common
Stock of Holding Company at the Effective Time, without the necessity of the
holders thereof surrendering their certificates for exchange. Certificates for
Roseville Common Stock will be deemed to represent certificates in an equal
number of shares of Holding Company Common Stock. Certificates for Roseville
Common Stock presented for transfer following the effectiveness of the
Reorganization will be replaced with certificates for Holding Company Common
Stock. Holders of certificates of Roseville Common Stock who wish to exchange
such certificates for certificates of Holding Company Common Stock may do so by
submitting their Roseville Common Stock certificates to Holding Company with a
request for exchange.
Description of Capital Stock of Holding Company
The authorized Capital Stock of Holding Company will at the time the
Reorganization becomes effective be 20,000,000 shares of Common Stock, without
par value. The rights and preferences of the outstanding stock of Holding
Company will be substantially the same as the rights and preferences of
outstanding stock of Roseville prior to the Effective Time. The following
statements summarize certain relevant provisions of Holding Company's Articles
of Incorporation. This summary should be read in the context of and as
qualified by the full Articles of Incorporation of Holding Company which are
attached to this Proxy Statement/Prospectus as Exhibit B, and the laws of the
State of California. All of the shares of Holding Company Common Stock issued
in connection with the Reorganization will be validly issued,fully paid and non-
assessable and the holders thereof will not be subject to any personal liability
as shareholders . The Holding Company Common Stock will have cumulative
voting rights for the election of directors which means that in voting for
Directors, each shareholder is entitled to vote his shares for as many persons
as there may be directors to be elected, to accumulate his votes and give one
nominee votes equal to the number of directors multiplied by the number of
shares of stock owned by him, or distribute his votes upon the same principle
among as many nominees as he thinks fit.
Dividends will be paid on the Holding Company Common Stock when and as
declared by the Board of Directors, out of funds legally available therefor.
The Holding Company Common Stock will have no preemptive rights.
Holding Company shall act as its own Transfer Agent for the Holding Company
Common Stock.
Exchange Act Filings
Following the effectiveness of the Reorganization, it is expected that
Holding Company will be a reporting company under the Securities Exchange Act of
1934, as amended, but it is expected that Roseville will not remain a reporting
company.
Financial Statements
Prior to the Reorganization, Holding Company has no operations and has
assets consisting solely of cash required for the minimum capitalization of
Holding Company. Accordingly, no financial statements of Holding Company are
presented in this Proxy Statement/Prospectus. In addition, no pro forma
consolidated financial statements of Holding Company are included herein. Such
statements would reflect no differences from the consolidated financial
statements of Roseville and its subsidiary incorporated by reference herein.
Legal Opinion
The validity of the share of Holding Company Common Stock to which this
Proxy Statement/Prospectus relates will be passed upon for Roseville and Holding
Company by Cooper, White & Cooper, San Francisco, California, counsel for each
of Roseville and Holding Company. Members of the firm of Cooper, White & Cooper
own beneficially or of record an aggregate 978 shares of Roseville Common
Stock.
No Appraisal Rights
Holders of Roseville Common Stock will not, under California law, be
entitled to any appraisal rights as a result of the Reorganization.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE
REORGANIZATION, AS DESCRIBED ABOVE, AND YOUR PROXY WILL BE SO VOTED UNLESS YOU
SPECIFY OTHERWISE.
INDEPENDENT AUDITORS
Ernst & Young LLP, Roseville's auditors since 1960, has been selected by
Roseville as its independent auditors for the current year. A representative of
Ernst & Young LLP is expected to be present at the meeting to be available to
respond to appropriate questions and will have the opportunity to make a
statement if such representative desires to do so.
COST OF SOLICITATION
The total cost of preparing, assembling and mailing the proxy statement,
the form of proxy, any additional material intended to be furnished to
shareholders concurrently with the proxy statement, and any additional material
relating to the same meeting or subject matter furnished to shareholders
subsequent to the furnishing of the proxy statement, will be borne by Roseville.
Roseville will, upon request, reimburse brokers and other nominees for costs
incurred by them in mailing the proxy statement, the form of proxy and any
additional material intended to be furnished to shareholders concurrently with
the proxy statement to beneficial owners. In addition, officers and regular
employees may solicit proxies by telephone or in person.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
As of this date, there are no other matters the management intends to
present or has reason to believe others will present to the meeting. If other
matters now unknown to the management come before the meeting, those who shall
act as proxies will vote in accordance with their best judgement.
Proposals of shareholders intended to be presented at the 1996 Annual
Meeting must be received by Roseville not later than January 9, 1996 to be
considered for inclusion in Roseville's proxy statement.
Roseville, California, May 8, 1995.
By Order of the Board of Directors
Robert L. Doyle
Chairman of the Board
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization (this "Agreement") is entered
into as of this 30th day of March, 1995, between Roseville Telephone Company, a
California corporation ("Surviving Corporation"), RTC Reorganization Sub, a
California corporation ("Disappearing Corporation") (such two corporations
together being herein sometimes called the "Constituent Corporations"), and
Roseville ComTech, a California corporation ("Holding Company").
RECITALS:
A. Surviving Corporation is a California corporation organized on June
20, 1914 and has authorized capitalization consisting of 20,000,000 shares of
Common Stock, without par value, of which 14,484,953 shares were issued and
outstanding at February 28, 1995.
B. Disappearing Corporation is a California corporation organized on
March 22, 1995 and has authorized capitalization consisting of 1,000 shares of
Common Stock, without par value, 100 shares of which are now issued and
outstanding and held by Holding Company.
C. Holding Company is a California corporation organized on March 22,
1995 and has an authorized capitalization consisting of 20,000,000 shares of
Common Stock, without par value, 100 of which shares are now issued and
outstanding and held by Surviving Corporation;
D. The boards of directors of each of the Constituent Corporations and
the shareholders of Disappearing Corporation have approved the merger and other
transactions set forth herein.
NOW, THEREFORE, Disappearing Corporation, Surviving Corporation and Holding
Company do hereby adopt and make themselves parties to the plan of
reorganization encompassed by this Agreement and do hereby agree that
Disappearing Corporation shall merge with and into Surviving Corporation upon
the following terms and conditions:
AGREEMENT:
1. Disappearing Corporation shall be merged into Surviving Corporation
and Surviving Corporation shall survive the merger.
2. Pursuant to Section 110(c) of the California General Corporation Law,
this Agreement and the merger contemplated hereby shall become effective at the
close of business on 12:01 A.M. Pacific Standard Time, January 1, 1996;
provided, that if this Agreement has not been filed on or before such date this
Agreement and the merger and other transactions contemplated hereby shall become
effective when a copy of this Agreement, together with officers' certificates
attached, is filed in accordance with Section 1103 of the California General
Corporation Law. The date and time upon which the merger becomes effective in
accordance with the foregoing sentence is referred to herein as the "Effective
Date."
3. Upon the Effective Date:
(a) Each share of Surviving Corporation Common Stock issued and
outstanding immediately prior to the merger shall be converted into and become
one share of Holding Company Common Stock. Each share of Surviving Corporation
Common Stock held in the treasury of Surviving Corporation shall be cancelled
and no shares of Holding Company Common Stock shall be issued for such treasury
stock.
(b) Each share of Disappearing Corporation Common Stock issued and
outstanding immediately prior to the merger shall be converted into and become
one share of Surviving Corporation Common Stock authorized as provided in
Section 4 of this Agreement. Immediately thereafter, the Surviving Corporation
shall deliver to Holding Company an appropriate certificate or certificates for
such Surviving Corporation Common Stock upon surrender by Holding Company of the
certificate or certificates representing the Disappearing Corporation Common
Stock held by Holding Company.
(c) Each share of Holding Company Common Stock held by Surviving
Corporation shall be cancelled.
4. The articles of incorporation of Surviving Corporation, as amended and
in effect on the Effective Date, shall continue to be the articles of
incorporation of Surviving Corporation, except that Article Third of the
Certificate of Incorporation of Surviving Corporation shall be amended as of the
Effective Date to read as follows:
THIRD: This corporation is authorized to issue only
one class of shares of stock. The total number of shares
which this corporation is authorized to issue is One
Thousand (1,000).
The bylaws of Surviving Corporation, as amended and in effect on the Effective
Date, shall continue to be the bylaws of Surviving Corporation without change or
amendment until further amended in accordance with the provisions thereof and
applicable law.
5. On and after the Effective Date, the directors and officers of
Surviving Corporation shall remain directors and officers, respectively, of
Surviving Corporation until expiration of their current respective terms as such
or their respective prior resignation, removal or death.
6. On and after the Effective Date, all of the outstanding certificates
which prior to that time represented shares of Surviving Corporation Common
Stock shall be deemed for all purposes to evidence ownership of and to represent
the shares of Holding Company Common Stock into which the shares of Surviving
Corporation Common Stock represented by such certificates have been changed as
herein provided. The registered owner on the books of Surviving Corporation of
any such outstanding stock certificate shall, until such certificate shall have
been surrendered for transfer or exchange or otherwise accounted for to Holding
Company or its transfer agents, have and be entitled to exercise any voting and
other rights with respect to and to receive any dividend and other distributions
upon the shares of Surviving Corporation evidenced by such outstanding
certificates as above provided.
7. Upon the Effective Date, the separate existence of Disappearing
Corporation ceases and Surviving Corporation shall succeed, without other
transfer, to all the rights and property of Disappearing Corporation and shall
be subject to all the debts and liabilities thereof in the same manner as if
Surviving Corporation had itself incurred them. All rights of creditors and all
liens upon the property of each corporation shall be preserved unimpaired,
provided that such liens upon property of Disappearing Corporation shall be
limited to the property affected thereby immediately prior to the time the
merger is effective. On the Effective Date, Surviving Corporation shall succeed
to Disappearing Corporation in the manner of and as more fully set forth in
Section 1107 of the California General Corporation Law.
8. From time to time as and when required by Surviving Corporation or by
its successors or assigns, there shall be executed and delivered on behalf of
Disappearing Corporation such deeds and other instruments, and there shall be
taken or caused to be taken such further and other actions as shall be
appropriate or necessary in order to vest or perfect in or to confirm of record
or otherwise in Surviving Corporation the title to and possession of all the
property, interests, assets, rights, privileges, immunities, powers, franchises
and authority of Disappearing Corporation, and otherwise to carry out the
purposes of this Agreement, and the officers and directors of Surviving
Corporation are fully authorized in the name and on behalf of Disappearing
Corporation or otherwise to take any and all such actions and to execute and
deliver any and all such deeds and other instruments.
9. This Agreement is intended as a plan of reorganization within the
meaning of Section 368 of the Internal Revenue Code.
10. The obligations of each of the Constituent Corporations and Holding
Company to consummate the merger and the other transactions contemplated by this
Agreement are subject to the fulfillment of each of the following conditions at
or prior to the Effective Date:
(a) any consents, approvals or authorizations that Surviving
Corporation deems necessary or appropriate to be obtained from any governmental
or regulatory authority in connection with the execution and delivery of this
Agreement or the consummation of the merger or any of the other transactions
contemplated hereby shall have been obtained;
(b) no court, governmental or regulatory authority having
jurisdiction over either of the Constituent Corporations or Holding Company,
this Agreement, the merger or any of the other transactions contemplated hereby,
shall have enacted, issued, promulgated, enforced or entered any statute, rule,
regulation, judgment, decree, injunction or other order, whether temporary,
preliminary or permanent, which is in effect and which prohibits or restricts
the consummation of the merger of any of the other transactions contemplated
hereby; and
(c) the holders of shares representing a majority of the votes cast
by the holders of Surviving Corporation Common Stock voting as a single class,
in person or by proxy, at a meeting of such shareholders called for the purpose
of considering this Agreement and the merger and other transactions contemplated
hereby shall have approved this Agreement and the merger and other transactions
contemplated hereby.
Surviving Corporation shall have the right to waive any of the conditions set
forth in this Section 10 except clause (c) which cannot be waived by any person.
11. At any time before the Effective Date, the merger contemplated by this
Agreement may be abandoned by either Constituent Corporation or both,
notwithstanding approval of the merger by the shareholders of the Constituent
Corporations, without prejudice to any rights to damages that any party to this
Agreement may have. The terms and conditions of this Agreement and the merger
and other transactions contemplated hereby may be amended by the board of
directors of Surviving Corporation without any further action or consent by the
shareholders of Surviving Corporation at any time prior to the Effective Date;
provided, however, that no such amendment after the approval of this Agreement
and the merger and other transactions contemplated hereby by the shareholders of
Surviving Corporation in accordance with the California General Corporation Law
shall (a) alter or change the amount or kind of consideration to be received in
exchange for all or any of the Surviving Corporation Common Stock, (b) alter or
change any terms of the articles of incorporation of Surviving Corporation, or
(c) alter or change any of the terms and conditions of this Agreement and the
merger and other transactions contemplated hereby if, in any such case, such
alteration or change would adversely affect the holders of Surviving Corporation
Common Stock.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
ROSEVILLE TELEPHONE COMPANY
By: /s/BRIAN H. STROM
Brian H. Strom
President
RTC REORGANIZATION SUB
By: /s/BRIAN H. STROM
Brian H. Strom
President
ROSEVILLE COMTECH
By: /s/BRIAN H. STROM
Brian H. Strom
President
EXHIBIT B
ARTICLES OF INCORPORATION
OF
ROSEVILLE COMTECH
FIRST The name of this corporation is ROSEVILLE COMTECH.
SECOND The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
THIRD The name and address in the State of California of this
corporation's initial agent for service of process is:
Brian H. Strom
211 Lincoln Street
Roseville, California 95678
FOURTH This corporation is authorized to issue only one class of shares
of stock. The total number of shares which this corporation is authorized to
issue is Twenty Million (20,000,000).
FIFTH The liability of the directors of this corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law. Any repeal or modification of the provisions of this Article FIFTH shall
not adversely affect any right or protection of a director of this corporation
existing at the time of such repeal or modification.
SIXTH This corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the Corporations Code) through bylaw
provisions, agreements with agents, vote of shareholders or disinterested
directors, or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the Corporations Code, subject only to the applicable limits set
forth in Section 204 of the Corporations Code with respect to actions for breach
of duty to the corporation and its shareholders. Any repeal or modification of
the provisions of this Article SIXTH shall not adversely affect any right or
protection of an agent of the corporation existing at the time of such repeal or
modification.
DATED: March 21, 1995
/s/MARK J. SEIDEMANN
Mark J. Seidemann
I hereby declare that I am the person who executed the foregoing
Articles of Incorporation, which execution is my act and deed.
/s/MARK J. SEIDEMANN
Mark J. Seidemann
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Section 317 of the California General Corporation Law sets forth conditions
and limitations governing the indemnification of officers, directors and other
persons. Roseville's and Holding Company's Articles of Incorporation and Bylaws
each contain indemnification provisions pursuant to authority contained in the
above-mentioned California statute. In accordance with such documents, each
company has broad powers to indemnify directors, officers and other persons
against liabilities they may incur in such capacities, within the limitations
permitted by law.
Item 21. Exhibits.
The following documents (unless otherwise indicated) are filed herewith and
made a part of the Registration Settlement.
Exhibit Method
Number Description of Filing
2.01 Agreement and Plan of Filed as
Reorganization Exhibit A to
Proxy
Statement/
Prospectus
3.01(a) Articles of Incorporation Filed as
Exhibit B to
Proxy
Statement/
Prospectus
3.01(b) Bylaws Filed with
Form S-4
4.01 Articles of Incorporation Included as
Exhibit
3.01(a)
5.01 Opinion of Cooper, White & Cooper Filed
regarding legality of common Herewith
stock
5.02 Opinion of Cooper, White & Cooper Filed
regarding tax matters Herewith
10.01 Credit Agreement with Bank of Incorporated
America National Trust and by reference
Savings Association dated March
27, 1992, with respect to
$25,000,000 term loan. Filed as
Exhibit 10(a) to Roseville's Form
10-Q for the quarter ended March
31, 1992.
10.02 Credit Agreement with Bank of Incorporated
America National Trust and by reference
Savings Association dated January
4, 1994, with respect to
$15,000,000 term loan. Filed as
Exhibit 10(c) to Roseville's Form
10-K for the year ended December
31, 1993.
23.01 Consent of Cooper, White & Cooper Included as
a part of
Exhibit 5.01
23.02 Consent of Ernst & Young LLP Filed
Herewith
Item 22. Undertakings.
(1) The undersigned registrant hereby undertakes (a) 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 the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information in the
registration statement; (iii) 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; (b) that, for the purpose of determining any liability under the
Securities Act of 1933, 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 (c) 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.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roseville, County of Placer and State of California,
on May 4, 1995
ROSEVILLE COMTECH
By: /s/ ROBERT L. DOYLE
Robert L. Doyle
Chairman of the Board
By: /s/ BRIAN H. STROM
Brian H. Strom
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 capacity
and on the date indicated.
Name Title Date
/s/ ROBERT L. DOYLE Chairman of the Board May 4, 1995
Robert L. Doyle
/s/ BRIAN H. STROM President, Chief Executive May 4, 1995
Brian H. Strom Officer and Director
(principal executive
officer)
/s/ THOMAS E. DOYLE Director May 4, 1995
Thomas E. Doyle
/s/ MICHAEL D. CAMPBELL Vice President and Chief May 4, 1995
Michael D. Campbell Financial Officer
(principal financial
officer and principal
accounting officer)
/s/ JOHN R. ROBERTS III Director May 4, 1995
John R. Roberts III
/s/ RALPH E. HOEPER Director May 4, 1995
Ralph E. Hoeper
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-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roseville, County of Placer and State of California,
on May 4, 1995
ROSEVILLE COMTECH
By:
Robert L. Doyle
Chairman of the Board
By:
Brian H. Strom
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 capacity
and on the date indicated.
Name Title Date
Chairman of the Board May 4, 1995
Robert L. Doyle
President, Chief Executive May 4, 1995
Brian H. Strom Officer and Director
(principal executive
officer)
Director May 4, 1995
Thomas E. Doyle
Vice President and Chief May 4, 1995
Michael D. Campbell Financial Officer
(principal financial
officer and principal
accounting officer)
Director May 4, 1995
John R. Roberts III
Director May 4, 1995
Ralph E. Hoeper
Appendix
ROSEVILLE TELEPHONE
COMPANY
PROXY
SOLICITED
ON BEHALF OF THE
BOARD OF
DIRECTORS FOR THE
ANNUAL MEETING
JUNE 16, 1995
THE UNDERSIGNED STOCKHOLDER HEREBY APPOINTS ROBERT L. DOYLE, BRAIN H. STROM,
THOMAS E. DOYLE, RALPH E. HOEPER AND JOHN R. ROBERTS III OR ANY ONE OR MORE OF
THEM, WITH FULL POWER OF SUBSTITUTION, TO ACT AS PROXY FOR AND TO VOTE THE STOCK
OF THE UNDERSIGNED AT THE ANNUAL MEETING OF STOCKHOLDERS OF ROSEVILLE TELEPHONE
COMPANY, TO BE HELD AT THE COMPANY'S INDUSTRIAL AVENUE FACILITY, 8150 INDUSTRIAL
AVENUE, BUILDING A, ROSEVILLE, CALIFORNIA, ON JUNE 16, 1995, OR ANY ADJOURNMENT
THEREOF ON THE MATTERS BELOW:
(1) Election of Directors:
FOR ALL NOMINEES LISTED BELOW WITHHOLD AUTHORITY
(except as marked to the contrary below __ to vote for all nominees
listed below __
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE
STRIKE A LINE THROUGH THAT NOMINEE'S NAME
ROBERT L. DOYLE, THOMAS E. DOYLE, RALPH E. HOEPER,
JOHN R. ROBERTS III, BRIAN H. STROM
(2) Approval of the Agreement and Plan of Reorganization to create a holding
company structure:
FOR __ AGAINST __ ABSTAIN __
(3) In their discretion on any other business which may properly come before
the meeting or any adjournment thereof including any adjournment
requested for the purpose of soliciting sufficient proxies to approve the
Agreement and Plan of Reorganization;
FOR __ AGAINST __ ABSTAIN __
all as set forth in the Notice of said meeting and in the Proxy
Statement/Prospectus, both dated May 8, 1995, the receipt of which is hereby
acknowledged.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
SPECIFICATIONS INDICATED. WHERE NO SPECIFICATION IS MADE SUCH SHARES
WILL BE VOTED FOR PROPOSALS (1), (2) AND (3) HEREOF.
PLEASE DATE AND SIGN ON REVERSE SIDE (OVER)
DATED:__________ DAY OF__________, 1995. SIGNED:
____________________________________________
____________________________________________
SIGNATURE OF STOCKHOLDER(S)
PLEASE DATE PROXY AND SIGN EXACTLY AS NAME
OR NAMES APPEAR AT LEFT. IF STOCK IS
REGISTERED IN THE NAME OF TWO OR MORE
PERSONS, EACH MUST SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY THE PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AN AUTHORIZED PERSON.
YOUR VOTE IS IMPORTANT, PLEASE FILL IN AND RETURN PROMPTLY
EXHIBIT 5.01
Roseville ComTech
211 Lincoln Street
Roseville, California
Gentlemen:
We have acted as your counsel in connection with the
organization of Roseville ComTech, a California corporation
("Holding Company"), and the preparation of a Registration
Statement on Form S-4, Reg. No. 33-582 7 1, as amended by
Amendment No. 1 thereto, filed with the Securities and Exchange
Commission on or about May 1, 1995, and by Amendment No. 2
thereto, filed with the Securities and Exchange Commission on or
about May 4, 1995 (the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of
14,484,953 shares of the Holding Company's Common Stock, without
par value.
In so acting, we have participated in the preparation
of the Registration Statement, the Certificate of Incorporation
of Holding Company as filed with the Secretary of State of the
State of California, the Bylaws and the minute book of Holding
Company, the form of stock certificate and originals or copies
(certified or otherwise identified to our satisfaction) of such
records, documents, certificates and other instruments and have
made such other investigations as in our judgment are necessary
or appropriate to enable us to render the opinion hereinafter
expressed.
Based upon the foregoing it is our opinion that all of
the shares of Holding Company Common Stock, when sold and issued
in accordance with the final prospectus will be legally and
validly issued and outstanding, fully paid and nonassessable.
We are aware that the Registration Statement indicates
we have passed on legal matters in connection with the merger of
Roseville Telephone Company into a wholly-owned subsidiary of
Holding Company and the issuance of Holding Company's Common
Stock thereunder, and we hereby consent to all references to us
therein.
Very truly yours,
/s/Cooper, White & Cooper
EXHIBIT 5.02
Roseville Telephone Company
211 Lincoln Street
Roseville, California
Roseville ComTech
211 Lincoln Street
Roseville, California
Gentlemen:
We have acted as your counsel in connection with the
organization of Roseville ComTech, a California corporation
("Holding Company"), the exchange of each share of Roseville
Telephone Company ("Roseville") Common Stock for a share of
Holding Company Common Stock pursuant to a merger of Roseville
into a wholly-owned subsidiary of Holding Company (the "Merger"),
and the preparation of a Registration Statement on Form S-4, Reg.
No. 33-58271, as amended by Amendment No. 1 thereto, filed with
the Securities and Exchange Commission on or about May 1, 1995,
and by Amendment No. 2 thereto, filed with the Securities and
Exchange Commission on or about May 4, 1995 (the
"Registration Statement"), relating to the registration under the
Securities Act of 1933, as amended, of 14,484,953 shares of
Holding Company common stock without par value.
We have reviewed such data, questions of law and fact,
records, documents, certificates and other instruments and have
made such other investigations as in our judgment are necessary
or appropriate to enable us to render the opinion hereinafter
expressed. Based upon the foregoing we hereby confirm our
opinion expressed under the caption "Income Tax Consequences" in
the Prospectus constituting a part of the Registration Statement
that:
1. No gain or loss will be recognized by Holding
Company, Roseville or Roseville's shareholders whose
Roseville common stock will be converted into Holding
Company Common Stock by reason of the Merger;
2. The tax basis of Holding Company Common Stock
received by Roseville's shareholders in the transaction will
be the same as the tax basis of the Roseville Common Stock
converted into such Holding Company Common Stock; and
3. Shareholders who hold their Roseville Common Stock
as a capital asset will include in their holding period for
the Holding Company Common Stock which they receive in the
transaction their holding period for the Roseville Common
Stock converted into such Holding Company Common Stock.
Very truly yours,
/s/COOPER, WHITE & COOPER
EXHIBIT 23.02
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-4 No.33-58271) and related Prospectus of Roseville
ComTech pertaining to the registration of 14,484,953 shares of its
common stock of our report dated February 23, 1995, with respect to
the consolidated financial statements of Roseville Telephone Company
included in the Annual Report (Form 10-K) for the year ended
December 31, 1994, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Sacramento, California
April 28, 1995
ACCELERATION REQUEST
ROSEVILLE COMTECH
ROSEVILLE TELEPHONE COMPANY
PROXY STATEMENT/PROSPECTUS
Registration No. 33-58271
Roseville ComTech and Roseville Telephone Company
hereby request acceleration of the effectiveness of their
Registration Statement on Form S-4, as amended, Registration
No. 33-58271, to 10:00 a.m. Eastern Time on May 8, 1995, or
as soon thereafter as the convenience of the Securities and
Exchange Commission may permit.
ROSEVILLE COMTECH
By:/s/ Brian H. Strom
Brian H. Strom
President and Chief
Executive Officer
ROSEVILLE TELPHONE COMPANY
By:/s/ Brian H. Strom
Brian H. Strom
President and Chief
Executive Officer
Dated: May 4, 1995
