As filed with the Securities and Exchange Commission on May 30, 2003 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION POST-EFFECTIVE AMENDMENT TO UNITED STATES CELLULAR CORPORATION |
Delaware | 62-1147325 | ||
(State or other jurisdiction of | (I.R.S. Employer Identification No.) | ||
incorporation or organization) |
8410 West Bryn Mawr Avenue, Suite 700 |
United States Cellular Corporation LeRoy T. Carlson, Jr., Chairman CALCULATION OF REGISTRATION FEE |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Shares, $1.00 par value | 5,350,000 Shares | $ 24.50(2) | $ 131,075,000 | $ 10,604(3) |
(1) | In addition, this Registration Statement also covers an indeterminate amount of additional securities which may be issued under the above-reference Plan pursuant to the anti-dilution provisions of such Plan and, if interest in the above-referenced Plan are deemed to constitute separate securities, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the above-referenced Plan. |
(2) | Estimated for the Common Shares solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Shares of the Registrant on the American Stock Exchange on May 28, 2003, pursuant to Rule 457(h)(1) under the Securities Act of 1933. |
(3) | A filing fee of $16,100 was previously paid by the Registrant in connection with Registration No. 333-98921, initially filed August 29, 2002 and subsequently withdrawn on January 22, 2003 prior to any offering or sale of securities thereunder. Pursuant to Rule 457(p) under the Securities Act of 1933, the Registrant hereby offsets $10,604 of such previously paid filing fee against the total amount of the filing fee due for this Registration Statement. After such offset, a balance of $5,496 remains available from the filing fee paid with respect to Registration Statement No. 333-98921. |
The Registrant has previously filed a Registration Statement on Form S-8 (No. 033-57255), relating to 750,000 Common Shares, which first became effective on January 15, 1995, for issuance under the registrant’s 1994 Long-Term Incentive Plan, which was redesignated as the 1998 Long-Term Incentive Program, and the registrant has previously filed a Registration Statement on Form S-8 (No. 333-57063) relating to 950,000 Common Shares (of which 50,000 of such shares are being deregistered by this Registration Statement), which first became effective on June 17, 1998, for issuance under the registrant’s 1998 Long-Term Incentive Program, which has been redesignated as the 2003 Long-Term Incentive Plan. Pursuant to Rule 429 under the Securities Act of 1933, as amended, the Prospectus related to the Plan includes the 750,000 and 900,000 Common Shares covered by Registration Statement No. 333-57255 and No. 333-57063, respectively, that remain unissued, as well as the securities registered by this Registration Statement. |
* | Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “1933 Act”) and the Note to Part I of Form S-8. |
1. | The description of the Company’s Common Shares, par value $1.00 per share (“Common Shares”), contained in Amendment No. 2 on Form 8 dated December 28, 1992 to the Company’s Registration Statement on Form 8-A. |
2. | The Company’s Annual Report on Form 10-K for the year ended December 31, 2002. |
3. | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003. |
4. | The Company’s Current Reports on Form 8-K filed on February 5, March 10, March 20, and May 5, 2003. |
5. | All other reports filed by the Company pursuant to Section 13(a) and 15(d) of the 1934 Act since December 31, 2002. |
(a) | The Company hereby undertakes: |
(1) | 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 1933 Act; |
(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 set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
5 |
(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; |
provided,however, that paragraphs 1.(a) and 1.(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. |
(2) | That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the Common Shares being registered hereby which remain unsold at the termination of the offering. |
(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the 1933 Act, each filing of the Company’s Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbonafide offering thereof. |
(c) Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 1933 Act and will be governed by the final adjudication of such issue. |
6 |
UNITED STATES CELLULAR CORPORATION | ||
By: | /s/ LeRoy T. Carlson, Jr. | |
LeRoy T. Carlson, Jr. | ||
Chairman | ||
By: | /s/ John E. Rooney | |
John E. Rooney | ||
President and Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Kenneth R. Meyers | |
Kenneth R. Meyers | ||
Executive Vice President-Finance, Chief Financial Officer and Treasurer |
POWER OF ATTORNEY AND SIGNATURESThe undersigned officers and directors of United States Cellular Corporation hereby severally constitute and appoint LeRoy T. Carlson, Jr., John E. Rooney, Kenneth R. Meyers, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and any registration statement under Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission (the “Commission”), and to take such actions under the Securities Act, and file with the Commission all such applications, statements, consents and other documents as may be necessary or expedient to register securities of the Company for sale, granting unto each said attorney-in-fact and agent full power and authority to do so and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all the said attorneys-in-fact and agents or any one of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 30th day of May, 2003. |
/s/ LeRoy T. Carlson, Jr. | Chairman and Director |
LeRoy T. Carlson, Jr. | |
/s/ John E. Rooney | President and Chief Executive Officer (Principal Executive Officer) and Director |
John E. Rooney | |
/s/ Kenneth R. Meyers | Executive Vice President-Finance, Chief Financial Officer, Treasurer and Director |
Kenneth R. Meyers | |
/s/ LeRoy T. Carlson | Director |
LeRoy T. Carlson | |
/s/ Walter C.D. Carlson | Director |
Walter C.D. Carlson |
SIGNATURE PAGE 1 of 2 TO FORM S-8 |
|
/s/ Sandra L. Helton | Director |
Sandra L. Helton | |
/s/ Paul-Henri Denuit | Director |
Paul-Henri Denuit | |
/s/ J. Samuel Crowley | Director |
J. Samuel Crowley | |
/s/ Harry J. Harczak, Jr. | Director |
Harry J. Harczak, Jr. | |
/s/ Barrett A. Toan | Director |
Barrett A. Toan | |
/s/ Thomas S. Weber | Vice President and Controller (Principal Accounting Officer) |
Thomas S. Weber |
SIGNATURE PAGE 2 of 2 TO FORM S-8 |
|
EXHIBIT INDEX The following documents are filed herewith or incorporated herein by reference. |
Exhibit No. | Description |
4.1 | Restated Certificate of Incorporation of the Company, as amended, is hereby incorporated herein by reference to Exhibit 3.1 to the Company’s Amendment No. 2 on Form 8 dated December 28, 1992 to the Company’s Registration Statement on Form 8-A. |
4.2 | Bylaws of the Company are hereby incorporated herein by reference to Exhibit 3.2 to the Company's Form 10-K for the year ended December 31, 1999. |
5 | Opinion of Counsel |
23.1 | Consent of Independent Accountants |
23.2 | Notice Regarding Consent of Arthur Andersen LLP |
23.3 | Consent of Counsel (contained in Exhibit 5) |
24 | Powers of Attorney (included on signature page) |
99.1 | United States Cellular Corporation 2003 Long-Term Incentive Plan, as amended, is hereby incorporated by reference to Exhibit B of the Company’s Notice of Annual Meeting of Shareholders and Proxy Statement dated April 7, 2003. |