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WASHINGTON, D.C. 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
the securities exchange act of 1934
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LYNCH INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1458056
State or other jurisdiction) (I.R.S. Employer
of incorporation or organization) Identification Number)
401 Theodore Fremd Avenue
Rye, New York 10580
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(914) 921-7601
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, American Stock Exchange
par value $.0001 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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LYNCH INTERACTIVE CORPORATION
I. INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10
ITEM NO. IN
INFORMATION STATEMENT CAPTION
1. Business "Summary"; "Interactive"; "Risk Factors";
"Business of Interactive"; and "Management's
Discussion and Analysis of Financial Condition and
Results of Operations."
2. Financial Information "Summary"; "Selected Financial Data"; and
"Management's Discussion and Analysis of Financial
Condition and Results of Operations."
3. Properties "Business of Interactive."
4. Security Ownership of Certain "Principal Stockholders of Interactive."
Beneficial Owners and Management
5. Directors and Executive "Executive Officers and Directors of Interactive."
Officers
6. Executive Compensation "Summary"; "Relationship Between Lynch and
Interactive After the Spin Off"; Executive Officers
and Directors of Interactive"; and "Corporate
Expense."
7. Certain Relationships and "Summary"; "Relationship Between Lynch and
Related Transactions Interactive After the Spin Off"; "Corporate
Expense"; and "Transactions With Certain
Affiliated Persons."
8. Legal Proceedings "Business of Interactive."
9. Market Price of and Dividends "Summary"; and "Listing and Trading of
on the Registrant's Common Interactive Stock."
Equity and Related Stock-
holder Matters
11. Description of Registrant's "Summary"; "Listing and Trading of Interactive
Securities to be Registered Common Stock"; and "Description of the Capital
Stock of Interactive."
12. Indemnification of Directors "Executive Officers and Directors of Interactive."
and Officers
13. Financial Statements and "Summary"; "Selected Financial Data"; and
Supplementary Data. "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
15. Financial Statements and "Selected Financial Data"; "Index to Combined
Exhibits Financial Statements"; and "Financial Statements."
II. INFORMATION NOT INCLUDED IN INFORMATION STATEMENT
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Lynch Interactive Corporation was incorporated in 1996 under the laws
of the State of Delaware and issued 2 shares of its Common Stock to Lynch at
that tine. Immediately prior to the Spin Off, it will issuance 1,418,248 shares
of its Common Stock to Lynch. Such issuances were exempt from registration under
the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof because
such issuance did not involve any public offering of securities.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statement Schedules
Financial statement schedules are omitted because of the
absence of the conditions under which they are required or
because the information required by such omitted schedules is
set forth in the financial statement or the notes thereto.
b. Exhibits:
EXHIBIT
N0. DESCRIPTION
--- -----------
2. Separation Agreement+
3.1 Amended and Restated Certificate of Incorporation of
Interactive+
3.2 By-laws of Interactive+
4.1 Specimen Common Share certificate+
4.2 Amended and Restated Certificate of Incorporation of Interactive
(filed as Exhibit 3.1 hereto)+
4.3 By-laws of Interactive as amended (filed as Exhibit 3.2 hereto)+
4.4 Mortgage, Security Agreement and Financing Statement among
Haviland Telephone Company, Inc., the United States of America
and the Rural Telephone Bank.+
EXHIBIT
N0. DESCRIPTION
--- -----------
4.5 Restated Mortgage, Security Agreement and Financing Statement
between Western New Mexico Telephone Company, Inc. and the United
States of America.+
Registrant, by signing this Form 10, agrees to furnish to the
Securities and Exchange Commission a copy of any long-term debt
instrument where the amount of the securities authorized
thereunder does not exceed 10% of the total assets of the
Registrant on a consolidated basis.
10(a) Partnership Agreement, dated March 11, 1987, between Lombardo
Communications, Inc. and Lynch Entertainment Corporation
(incorporated by reference to Exhibit 10(e) of the Lynch
Corporation ("Lynch")'s Annual Report on Form 10-K for the year
ended December 31, 1987).
*10(b) Lynch Corporation 401(k) Savings Plan (incorporated by reference
to Exhibit 10(b) to Lynch's Report Form 10-K for the year ended
December 31, 1995).
10(c) Shareholders Agreement among Capital Communications Company,
Inc., Lombardo Communications, Inc. and Lynch Entertainment
Corporation II (incorporated by reference to Exhibit 10 of
Lynch's Form 8-K, dated March 14, 1994).
10(d)(i) Loan Agreement, dated as of November 6, 1995, between Lynch PCS
Corporation A and Aer Force Communications L.P. (now Fortunet
Wireless, L.P.) (plus four similar loan agreements with Fortunet
Wireless, L.P.) (incorporated by reference to Exhibit 10(w) to
Lynch's Form 10-K for the year ended December 31, 1995.
10(d)(ii) Amendment No. 1 to the Loan Agreement, dated as of November 6,
1995, referred to in 10(d)(i) incorporated by reference to
Exhibit 10(a) to Lynch's Form 10-Q for quarter ended March 31,
1996).
10(e)(i) Letter Agreement, dated as of August 12, 1996, between Rivgam
Communicators, L.L.P. and Lynch PCS Corporation G (incorporated
by reference to Exhibit 10(u)(ii) to Lynch's Form 10-K for the
year ended December 31, 1996).
10(f)(ii) Letter Agreement dated as of December 16, 1998, between Rivgam
Communicators, L.L.P. and Lynch PCS Corporation G (incorporated
by reference in Exhibit 10(u)(iv) to Lynch's Form 10-K for the
year ended December 31, 1998).
10(f) Letter Agreement between Lynch PCS Corporation G and Bal/Rivgam,
L.L.C. (incorporated by reference to Exhibit 10(x) to Lynch's
Form 10Q for the Quarter ended September 30, 1997).
10(g) Letter Agreement, dated January 20, 1998, between Lynch PCS
Corporation G and BCK/Rivgam, L.L.C. (incorporated by reference
to Exhibit 10(y) to Lynch's Form 10-K for the year ended
December 31, 1997).
*10(h) Employment Agreement, dated February 2, 1998, between Registrant
and Mark Feldman (incorporated by reference to Exhibit 10(z) to
Lynch's Form 10-K for the year ended December 31, 1997.
10(i) Lease Agreement between Lynch and Gabelli Funds, Inc.
(incorporated by reference to Exhibit 10(a)(a) to Lynch's Form
10-Q for the Quarter ended March 31, 1998).
EXHIBIT
N0. DESCRIPTION
--- -----------
10(j) Letter Agreement dated November 11, 1998, between Registrant and
Gabelli & Company, Inc. (incorporated by reference to Exhibit
10(c)(c) to Lynch Form 10-K for the year ended December 31,
1998).
10(k) Separation Agreement (filed as Exhibit 2 hereto)+
21 List of Subsidiaries of Interactive+
27 Financial Data Schedule ++
99.1 Interactive Information Statement dated , 1999++
99.2 Report of McGladrey & Pullen, L.L.P. on the Financial Statements
of Capital Communications Company, Inc. for the year ended
December 31, 1997.++
99.3 Report of McGladrey & Pullen, L.L.P. on the Financial Statements
of Coronet Communications Company for the year ended December
31, 1997.++
99.4 Report of Frederick & Warinner on the Financial Statement of CLR
Video, L.L.C. for the years ended December 31, 1997 and 1996.++
99.5 Report of McGladrey & Pullen, L.L.P. on the Financial Statements
of Capital Communications Company, Inc. for the years ended
December 31, 1996 and 1995 (incorporated by reference to Exhibit
99 to Lynch's Form 10-K for the year ended December 31, 1996).
99.6 Report of McGladrey & Pullen L.L.P. on the Financial Statements
of Coronet Communications Company for the years ended December
31, 1996 and 1995 (incorporated by reference to Exhibit 99 to
Lynch's Form 10-K for the year ended December 31, 1996).
99.7 Report of Jackson Mackowiak Moore & Myott, LLP on the Financial
Statements of Dunkirk and Fredonia Telephone Company for the
period from November 26, 1996 through December 31, 1996
(incorporated by reference to Exhibit 99 to Lynch's Form 10-K
for the year ended December 31, 1996).
<FN>
+ To be filed by amendment.
++ Filed herewith.
* Employee compensation document.
</FN>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Lynch Interactive Corporation
(Registrant)
By: /s/
Name: Robert E. Dolan
Title: President
Date: June 8, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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EXHIBITS TO
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
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Lynch Interactive Corporation
(Exact name of registrant as specified in its charter)
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EXHIBIT NO. DESCRIPTION
(a) Financial Statement Schedules
[List]
(b) Exhibits:
2. Separation Agreement+
3.1 Amended and Restated Certificate of Incorporation of
Interactive+
3.2 By-laws of Interactive+
4.1 Specimen Common Share certificate+
4.2 Amended and Restated Certificate of Incorporation of Interactive
(filed as Exhibit 3.1 hereto)+
4.3 By-laws of Interactive as amended (filed as Exhibit 3.2 hereto)+
4.4 Mortgage, Security Agreement and Financing Statement among
Haviland Telephone Company, Inc., the United States of America
and the Rural Telephone Bank.+
EXHIBIT NO. DESCRIPTION
4.5 Restated Mortgage, Security Agreement and Financing Statement
between Western New Mexico Telephone Company, Inc. and the
United States of America.+
Registrant, by signing this Form 10, agrees to furnish to the
Securities and Exchange Commission a copy of any long-term debt
instrument where the amount of the securities authorized
thereunder does not exceed 10% of the total assets of the
Registrant on a consolidated basis.
10(a) Partnership Agreement, dated March 11, 1987, between Lombardo
Communications, Inc. and Lynch Entertainment Corporation
(incorporated by reference to Exhibit 10(e) of the Lynch
Corporation ("Lynch")'s Annual Report on Form 10-K for the year
ended December 31, 1987).
*10(b) Lynch Corporation 401(k) Savings Plan (incorporated by reference
to Exhibit 10(b) to Lynch's Report Form 10-K for the year ended
December 31, 1995).
10(c) Shareholders Agreement among Capital Communications Company,
Inc., Lombardo Communications, Inc. and Lynch Entertainment
Corporation II (incorporated by reference to Exhibit 10 of
Lynch's Form 8-K, dated March 14, 1994).
10(d)(i) Loan Agreement, dated as of November 6, 1995, between Lynch PCS
Corporation A and Aer Force Communications L.P. (now Fortunet
Wireless, L.P.) (plus four similar loan agreements with Fortunet
Wireless, L.P.) (incorporated by reference to Exhibit 10(w) to
Lynch's Form 10-K for the year ended December 31, 1995.
10(d)(ii) Amendment No. 1 to the Loan Agreement, dated as of November 6,
1995, referred to in 10(d)(i) incorporated by reference to
Exhibit 10(a) to Lynch's Form 10-Q for quarter ended March 31,
1996).
10(e)(i) Letter Agreement, dated as of August 12, 1996, between Rivgam
Communicators, L.L.P. and Lynch PCS Corporation G (incorporated
by reference to Exhibit 10(u)(ii) to Lynch's Form 10-K for the
year ended December 31, 1996).
20(f)(ii) Letter Agreement dated as of December 16, 1998, between Rivgam
Communicators, L.L.P. and Lynch PCS Corporation G (incorporated
by reference in Exhibit 10(u)(iv) to Lynch's Form 10-K for the
year ended December 31, 1998).
10(f) Letter Agreement between Lynch PCS Corporation G and Bal/Rivgam,
L.L.C. (incorporated by reference to Exhibit 10(x) to Lynch's
Form 10Q for the Quarter ended September 30, 1997).
10(g) Letter Agreement, dated January 20, 1998, between Lynch PCS
Corporation G and BCK/Rivgam, L.L.C. (incorporated by reference
to Exhibit 10(y) to Lynch's Form 10-K for the year ended
December 31, 1997).
*10(h) Employment Agreement, dated February 2, 1998, between Registrant
and Mark Feldman (incorporated by reference to Exhibit 10(z) to
Lynch's Form 10-K for the year ended December 31, 1997.
10(i) Lease Agreement between Lynch and Gabelli Funds, Inc.
(incorporated by reference to Exhibit 10(a)(a) to Lynch's Form
10-Q for the Quarter ended March 31, 1998).
EXHIBIT NO. DESCRIPTION
10(j) Letter Agreement dated November 11, 1998, between Registrant and
Gabelli & Company, Inc. (incorporated by reference by Schedule
10(c)(c) to Lynch's Form 10-K for the year ended December 31,
1998).
10(k) Separation Agreement (filed as Exhibit 2 hereto)+
21 List of Subsidiaries of Interactive+
27 Financial Data Schedule ++
99.1 Interactive Information Statement dated , 1999++
99.2 Report of McGladrey & Pullen, L.L.P. on the Financial Statements
of Capital Communications Company, Inc. for the year ended
December 31, 1997.++
99.3 Report of McGladrey & Pullen, L.L.P. on the Financial Statements
of Coronet Communications Company for the year ended
December 31, 1997.++
99.4 Report of Frederick & Warinner on the Financial Statement of CLR
Video, L.L.C. for the years ended December 31, 1997 and 1996.++
99.5 Report of McGladrey & Pullen, L.L.P. on the Financial Statements
of Capital Communications Company, Inc. for the years ended
December 31, 1996 and 1995 (incorporated by reference to Exhibit
99 to Lynch's Form 10-K for the year ended December 31, 1996).
99.6 Report of McGladrey & Pullen L.L.P. on the Financial Statements
of Coronet Communications Company for the years ended December
31, 1996 and 1995 (incorporated by reference to Exhibit 99 to
Lynch's Form 10-K for the year ended December 31, 1996).
99.7 Report of Jackson Mackowiak Moore & Myott, LLP on the Financial
Statements of Dunkirk and Fredonia Telephone Company for the
period from November 26, 1996 through December 31, 1996
(incorporated by reference to Exhibit 99 to Lynch's Form 10-K
for the year ended December 31, 1996).
<FN>
+ To be filed by amendment.
++ Filed herewith.
* Employee compensation document.
</FN>