AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2019
REGISTRATION NO.333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 72-1449411 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 5321 Corporate Boulevard, Baton Rouge, LA | 70808 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Amended and Restated 1996 Equity Incentive Plan
(Full title of the plan)
Sean E. Reilly
Chief Executive Officer
Lamar Advertising Company
5321 Corporate Boulevard
Baton Rouge, Louisiana 70808
(Name and address of agent for service)
(225)926-1000
(Telephone number, including area code, of agent for service)
Copy to:
Michelle Earley, Esq.
600 Congress Avenue
Suite 2200
Austin, TX 78701
512-305-4700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| ☒ Large accelerated filer | ☐ Accelerated filer | |||
| ☐ Non-accelerated filer | ☐ Smaller reporting company | |||
| ☐ Emerging growth company | ||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (3) | Amount of registration fee | ||||
Class A Common Stock, $0.001 par value per share | 2,000,000 shares | $80.54 | $161,080,000.00 | $19,522.90 | ||||
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, to the extent additional shares of the Registrant’s Class A Common Stock may be issued or issuable as a result of a stock split or other distribution declared at any time by the Registrant’s Board of Directors while this Registration Statement is in effect, this Registration Statement is hereby deemed to cover all such additional Class A Common Stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933. The price per share and aggregate offering price are based upon the average of the high and low asked prices of the Registrant’s Class A Common Stock on July 11, 2019, as reported on The Nasdaq Global Select Market. |
| (3) | This Registration Statement registers an additional 2,000,000 shares issuable under our Amended and Restated 1996 Equity Incentive Plan (the “1996 Plan”). The Registrant has previously registered 15,500,000 shares issuable under the 1996 Plan (Registration Statement Nos.333-160945,333-116008,333-89034,333-37858,333-79571,333-10337 and333-190603). |
Explanatory Note
Pursuant to General Instruction E to FormS-8, Lamar Advertising Company (the “Company”) incorporates by reference into this Registration Statement the contents of its registration statements filed on FormS-8 on August 13, 2013 (File No.333-190603), July 31, 2009 (FileNo. 333-160945), May 28, 2004 (FileNo. 333-116008), May 24, 2002 (FileNo. 333-89034), May 25, 2000 (FileNo. 333-37858), May 28, 1999 (FileNo. 333-79571), as amended by Post-Effective Amendment No. 1 thereto filed on July 19, 1999, and August 16, 1996 (FileNo. 333-10337), each as amended by Post-Effective Amendments thereto dated November 19, 2014, relating to its 1996 Plan, except as expressly modified herein.
This Registration Statement provides for the registration of an additional 2,000,000 shares of the Company’s Class A Common Stock authorized for issuance under the 1996 Plan pursuant to an amendment and restatement of the 1996 Plan adopted by our stockholders on May 30, 2019.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits |
EXHIBIT INDEX
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Baton Rouge, State of Louisiana, on July 17, 2019.
| LAMAR ADVERTISING COMPANY | ||
| By: | /s/ Sean E. Reilly | |
| Sean E. Reilly | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Lamar Advertising Company, hereby severally constitute and appoint Sean E. Reilly and Keith A. Istre, and each of them singly, our true and lawfulattorneys-in-fact, with full power to them in any and all capacities, to sign any amendments to this Registration Statement on FormS-8 (including any post-effective amendments thereto), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officers and directors to enable Lamar Advertising Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that each of saidattorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated.
Signature | Title | Date | ||
/s/ Sean E. Reilly Sean E. Reilly | Chief Executive Officer (Principal Executive Officer) | July 17, 2019 | ||
/s/ Keith A. Istre Keith A. Istre | Chief Financial Officer (Principal Financial and Accounting Officer) | July 17, 2019 | ||
/s/ Kevin P. Reilly, Jr. Kevin P. Reilly, Jr. | Director | July 17, 2019 | ||
/s/ John E. Koerner, III John E. Koerner, III | Director | July 17, 2019 | ||
/s/ Marshall A. Loeb Marshall A. Loeb | Director | July 17, 2019 | ||
/s/ Stephen P. Mumblow Stephen P. Mumblow | Director | July 17, 2019 | ||
/s/ Anna Reilly Anna Reilly | Director | July 17, 2019 | ||
/s/ Wendell Reilly Wendell Reilly | Director | July 17, 2019 | ||
/s/ Thomas V. Reifenheiser Thomas V. Reifenheiser | Director | July 17, 2019 | ||
/s/ Elizabeth Thompson Elizabeth Thompson | Director | July 17, 2019 | ||
