SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VANGUARD CELLULAR SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
North Carolina 56-1549590
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Address of Principal Executive Offices) (Zip Code)
VANGUARD CELLULAR SYSTEMS, INC.
1994 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
RICHARD C. ROWLENSON, GENERAL COUNSEL
Vanguard Cellular Systems, Inc.
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Name and address of agent for service)
(910) 282-3690
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
to be Amount to be Price Offering Amount of
registered Registered Per Share* Price* Registration Fee
Class A
Common Stock,
par value
$.01 per 2,000,000 $33.75 $67,500,000 $23,275.86*
share shares
*Pursuant to Rule 457(h), the average of the high and low
price of the Class A Common Stock as reported on NASDAQ's National
Market System on May 4, 1994 has been used to calculate the amount
of the registration fee.
This Registration Statement on Form S-8 covers 2,000,000 shares
of the Class A Common Stock, par value $.01 per share, (the "Common
Stock") of Vanguard Cellular Systems, Inc. (the "Registrant") issuable
upon exercise of options to be granted under the Registrant's 1994
Long-Term Incentive Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant is subject to the informational requirements of
the Securities Exchange Act of 1934 (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission. The following documents have
previously been filed by the Registrant with the Commission and are
incorporated herein by reference as of their respective dates:
a) the Annual Report on Form 10-K of Vanguard Cellular
Systems, Inc. for the fiscal year ended December 31, 1993
(dated March 30, 1994).
b) the description of the Registrant's Common Stock
included under the heading "Description of Capital Stock"
in the Registrant's Registration Statement on Form S-4
(File No. 33-35054), as amended by Post-Effective
Amendment No. 2 dated June 13, 1991, filed with the
Securities and Exchange Commission.
All documents that are hereafter filed by the Registrant
pursuant to Sections 13, 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all
shares of the Common Stock issuable pursuant to the Plan have been
issued or which deregisters any shares then remaining unissued,
shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the securities registered
hereunder are being passed upon for the Registrant by Messrs.
Schell Bray Aycock Abel & Livingston L.L.P., Renaissance Plaza, 230
North Elm Street, Suite 1500, Greensboro, North Carolina 27401.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Company's Bylaws provides:
"ARTICLE VIII
Indemnification
1. Extent. In addition to the indemnification otherwise
provided by law, the corporation shall indemnify and hold harmless
its directors and Indemnified Officers (as hereinafter defined)
against all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status as directors or
officers or their activities in any of such capacities or in any
capacity in which any of them is or was serving, at the
corporation's request, in another corporation, partnership, joint
venture, trust or other enterprise, and the corporation shall
indemnify and hold harmless those persons who are officers,
directors or employees and are deemed to be fiduciaries of the
corporation's present and future employee pension and welfare
benefit plans as defined under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA fiduciaries"), against all
liability and litigation expense, including reasonable attorneys'
fees, arising out of their status or activities as ERISA
fiduciaries; provided, however, that the corporation shall not
indemnify a director or Indemnified Officer against liability or
litigation expense that he may incur on account of his activities
that at the time taken were known or reasonably should have been
known by him to be clearly in conflict with the best interests of
the corporation, and the corporation shall not indemnify an ERISA
fiduciary against any liability or litigation expense that he may
incur on account of his activities that at the time taken were
known or reasonably should have been known by him to be clearly in
conflict with the best interests of the employee benefit plan to
which the activities relate. The corporation shall also indemnify
the director, Indemnified Officer or ERISA fiduciary for reasonable
costs, expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted herein, if it is
determined in accordance with Section 2 of this Article that the
director, officer or ERISA fiduciary is entitled to indemnification
hereunder.
2. Determination. Any indemnification under Section 1 shall
be paid by the corporation in any specific case only after a
determination that the director, Indemnified Officer or ERISA
fiduciary did not act in a manner, at the time the activities were
taken, that was known or reasonably should have been known by him
to be clearly in conflict with the best interests of the
corporation, or the employee benefit plan to which the activities
relate, as the case may be. Such determination shall be made
(a)\by the affirmative vote of a majority (but not less than two)
of directors who are or were not parties to such action, suit or
proceeding or against whom any such claim is asserted
("disinterested directors") even though less than a quorum, or
(b)\if a majority (but not less than two) of disinterested
directors so direct, by independent legal counsel in a written
opinion, or (c)\if there are less than two disinterested directors,
by the affirmative vote of all of the directors, or (d)\by the vote
of a majority of all of the voting shares other than those owned or
controlled by directors, officers or ERISA fiduciaries who were
parties to such action, suit or proceeding or against whom such
claim is asserted, or by a unanimous vote of all of the voting
shares, or (e)\by a court of competent jurisdiction.
3. Advanced Expenses. Expenses incurred by a director,
Indemnified Officer or ERISA fiduciary in defending a civil or
criminal claim, action, suit or proceeding may, upon approval of a
majority (but not less than two) of the disinterested directors,
even though less than a quorum, or, if there are less than two
disinterested directors, upon unanimous approval of the Board of
Directors, be paid by the corporation in advance of the final
disposition of such claim, action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, Indemnified
Officer or ERISA fiduciary to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified
against such expenses by the corporation.
4. Corporation. For purposes of this Article, references to
directors, officers, or ERISA fiduciaries of the "corporation"
shall be deemed to include directors, officers and ERISA
fiduciaries of Vanguard Cellular Systems, Inc., its subsidiaries,
and all constituent corporations absorbed into Vanguard Cellular
Systems, Inc. or any of its subsidiaries by a consolidation or
merger.
5. Indemnified Officer. For purposes of this Article,
"Indemnified Officer" shall mean all officers of the corporation
who are elected by the Board of Directors.
6. Reliance and Consideration. Any director, Indemnified
Officer, or ERISA fiduciary who at any time after the adoption of
this Bylaw serves or has served in any of the aforesaid capacities
for or on behalf of the corporation shall be deemed to be doing or
to have done so in reliance upon, and as consideration for, the
right of indemnification provided herein. Such right shall inure
to the benefit of the legal representatives of any such person and
shall not be exclusive of any other rights to which such person may
be entitled apart from the provision of this Bylaw. No amendment,
modification or repeal of this Article VIII shall adversely affect
the right of any director, Indemnified Officer or ERISA fiduciary
to indemnification hereunder with respect to any activities
occurring prior to the time of such amendment, modification or
repeal.
7. Insurance. The corporation may purchase and maintain
insurance on behalf of its directors, officers, employees and
agents and those persons who were serving at the request of the
corporation as a director, officer, partner or trustee of, or in
some other capacity in, another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against such liability under the
provisions of this Article or otherwise. Any full or partial
payment made by an insurance company under any insurance policy
covering any director, officer, employee or agent made to or on
behalf of a person entitled to indemnification under this Article
shall relieve the corporation of its liability for indemnification
provided for in this Article or otherwise to the extent of such
payment, and no insurer shall have a right of subrogation against
the corporation with respect to such payment."
The North Carolina General Statutes contain provisions
prescribing the extent to which directors and officers shall or may
be indemnified. These statutory provisions are set forth below:
CH. 55 N.C. BUSINESS CORPORATION ACT
Part 5. Indemnification.
Section 55-8-50. Policy Statement and Definitions.
(a) It is the public policy of this State to enable
corporations organized under this Chapter to attract and
maintain responsible, qualified directors, officers, employees
and agents, and, to that end, to permit corporations organized
under this Chapter to allocate the risk of personal liability
of directors, officers, employees and agents through
indemnification and insurance as authorized in this Part.
(b) Definitions in this Part:
(1) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or
other transaction in which the predecessor's
existence ceased upon consummation of the
transaction.
(2) "Director" means an individual who is or was a
director of a corporation or an individual who, while
a director of a corporation, is or was serving at the
corporation's request as a director, officer,
partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint
venture, trust, employee benefit plan, or other
enterprise. A director is considered to be serving
an employee benefit plan at the corporation's request
if his duties to the corporation also impose duties on,
or otherwise involve services by, him to the plan or
to participants in or beneficiaries of the plan.
"Director" includes, unless the context requires
otherwise, the estate or personal representative of a
director.
(3) "Expenses" means expenses of every kind incurred in
defending a proceeding, including counsel fees.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan),
or reasonable expenses incurred with respect to a
proceeding.
(4)(a) "Officer", "employee", or "agent" includes, unless
the context requires otherwise, the estate or
personal representative of a person who acted in that
capacity.
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax
assessed with respect to an employee benefit plan),
or reasonable expenses incurred with respect to a
proceeding.
(5) "Official capacity" means: (i) when used with
respect to a director, the office of director in a
corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in
G.S. 55-8-56, the office in a corporation held by the
officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the
corporation. "Official capacity" does not include
service for an other foreign or domestic corporation
or any partnership, joint venture, trust, employee
benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent
in a proceeding.
(7) "Proceeding" means any threatened, pending, or
completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative and
whether formal or informal.
Section 55-8-51. Authority to Indemnify.
(a) Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the
proceeding if:
(1) He conducted himself in good faith; and
(2) He reasonably believed (i) in the case of conduct in
his official capacity with the corporation, that his
conduct was in its best interests; and (ii) in all
other cases, that his conduct was at least not
opposed to its best interests; and
(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit
plan for a purpose he reasonably believed to be in the
interests of the participants in and beneficiaries of the plan
is conduct that satisfies the requirement of subsection
(a)(2)(ii).
(c) The termination of a proceeding by judgment, order,
settlement, conviction, or upon a plea of no contest or its
equivalent is not, of itself, determinative that the director
did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this
section:
(1) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged
liable to the corporation; or
(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not
involving action in his official capacity, in which
he was adjudged liable on the basis that personal
benefit was improperly received by him.
(e) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation that is
concluded without a final adjudication on the issue of
liability is limited to reasonable expenses incurred in
connection with the proceeding.
(f) The authorization, approval or favorable recommendation by
the board of directors of a corporation of indemnification, as
permitted by this section, shall not be deemed an act or
corporate transaction in which a director has a conflict of
interest, and no such indemnification shall be void or voidable
on such ground.
Section 55-8-52. Mandatory Indemnification.
Unless limited by its articles of incorporation, a corporation
shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a
party because he is or was a director of the corporation against
reasonable expenses incurred by him in connection with the
proceeding.
Section 55-8-53. Advance For Expenses.
Expenses incurred by a director in defending a proceeding may
be paid by the corporation in advance of the final disposition of
such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in
the articles of incorporation or bylaws or by any applicable
resolution or contract upon receipt of an undertaking by or on
behalf of the director to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the corporation against such expenses.
Section 55-8-54. Court-ordered Indemnification.
Unless a corporation's articles of incorporation provide
otherwise, a director of the corporation who is a party to a
proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On
receipt of an application, the court after giving any notice the
court considers necessary may order indemnification if it
determines:
(1) The director is entitled to mandatory indemnification
under G.S. 55-8-52, in which case the court shall
also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered
indemnification; or
(2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant
circumstances, whether or not he met the standard of
conduct set forth in G.S. 55-8-51 or was adjudged
liable as described in G.S. 55-8-51(d), but if he was
adjudged so liable his indemnification is limited to
reasonable expenses incurred.
Section 55-8-55. Determination and Authorization of Indemnification.
(a) A corporation may not indemnify a director under G.S.
55-8-51 unless authorized in the specific case after a
determination has been made that indemnification of the
director is permissible in the circumstances because he has met
the standard of conduct set forth in G.S. 55-8-51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time
parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1),
by majority vote of a committee duly designated by
the board of directors (in which designation
directors who are parties may participate),
consisting solely of two or more directors not at the
time parties to the proceeding;
(3) By special legal counsel (i) selected by the board of
directors or its committee in the manner
prescribed in subdivision (1) or (2); or (ii) if a
quorum of the board of directors cannot be obtained
under subdivision (1) and a committee cannot be
designated under subdivision (2), selected by majority
vote of the full board of directors (in which selection
directors who are parties may participate); or
(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time
parties to the proceeding may not be voted on the
determination.
(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as
the determination that indemnification is permissible, except
that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled
under subsection (b)(3) to select counsel.
Section 55-8-56. Indemnification of Officers, Employees, and Agents.
Unless a corporation's articles of incorporation provide
otherwise:
(1) An officer of the corporation is entitled to mandatory
indemnification under G.S. 55-8-52, and is entitled to
apply for court-ordered indemnification under G.S.
55-8-54, in each case to the same extent as a director.
(2) The corporation may indemnify and advance expenses under
this Part to an officer, employee, or agent of the
corporation to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to
an officer, employee, or agent who is not a director to
the extent, consistent with public policy, that may be
provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.
Section 55-8-57. Additional Indemnification and Insurance.
(a) In addition to and separate and apart from the
indemnification provided for in G.S. 55-8-51, 55-8-52, 55-8-54,
55-8-55 and 55-8-56, a corporation may in its articles of
incorporation or bylaws or by contract or resolution indemnify
or agree to indemnify any one or more of its directors,
officers, employees, or agents against liability and expenses
in any proceeding (including without limitation a proceeding
brought by or on behalf of the corporation itself) arising out
of their status as such or their activities in any of the
foregoing capacities; provided, however, that a corporation may
not indemnify or agree to indemnify a person against liability
or expenses he may incur on account of his activities which were
at the time taken known or believed by him to be clearly in
conflict with the best interests of the corporation. A corporation
may likewise and to the same extent indemnify or agree to indemnify
any person who, at the request of the corporation, is or was serving
as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise or as a trustee or administrator under an
employee benefit plan. Any provision in any articles of incorporation,
bylaw, contract, or resolution permitted under this section may include
provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement
of rights to indemnification granted therein and may further include
provisions establishing reasonable procedures for determining and
enforcing the rights granted therein.
(b) The authorization, adoption, approval, or favorable
recommendation by the board of directors of a public
corporation of any provision in any articles of incorporation,
bylaw, contract or resolution, as permitted in this section,
shall not be deemed an act or corporate transaction in which a
director has a conflict of interest, and no such articles of
incorporation or bylaw provision or contract or resolution
shall be void or voidable on such grounds. The authorization,
adoption, approval, or favorable recommendation by the board of
directors of a nonpublic corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as
permitted in this section, which occurred prior to July 1,
1990, shall not be deemed an act or corporate transaction in
which a director has a conflict of interest, and no such
articles of incorporation, bylaw provision, contract or
resolution shall be void or voidable on such grounds. Except
as permitted in G.S. 55-8-31, no such bylaw, contract, or
resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or
liabilities asserted against any director prior to its
adoption, authorization, or approval by the board of directors.
(c) A corporation may purchase and maintain insurance on
behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while a
director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise, against
liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer,
employee, or agent, whether or not the corporation would have
power to indemnify him against the same liability under any
provision of this Chapter.
Section 55-8-58. Application of Part.
(a) If articles of incorporation limit indemnification or
advance for expenses, indemnification and advance for expenses
are valid only to the extent consistent with the articles.
(b) This Part does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with
his appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent to the
proceeding.
(c) This Part shall not affect rights or liabilities arising
out of acts or omissions occurring before July 1, 1990.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
The Exhibits to this Form S-8 are listed in the accompanying
Index to Exhibits.
Item 9. Undertakings.
The undersigned Registrant 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 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 set forth 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 in such
information in the Registration Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the Registration Statement is on Form S-3 or Form
S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Registration Statement.
(2) 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.
(3) 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.
The undersigned Registrant hereby undertakes that, for the
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.
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-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Greensboro, State of North Carolina, on May 4, 1994.
VANGUARD CELLULAR SYSTEMS, INC.
By: /s/Haynes G. Griffin
Haynes G. Griffin, President
and Chief Executive Officer
POWER OF ATTORNEY
Each officer or director whose signature appears below hereby
appoints Haynes G. Griffin and Stuart S. Richardson, or either of
them, his true and lawful attorney-in-fact to sign on his behalf
as an individual and in the capacity stated below, any amendment
or post-effective amendment to this Registration Statement which
said attorney-in-fact may deem appropriate or necessary.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Stuart S. Richardson Chairman of the Board May 4, 1994
Stuart S. Richardson of Directors
/s/Haynes G. Griffin President, Chief May 4, 1994
Haynes G. Griffin Executive Officer
and Director
/s/L. Richardson Preyer, Jr. Vice Chairman of the May 4, 1994
L. Richardson Preyer, Jr. Board of Directors
/s/Stephen L. Holcombe Chief Financial Officer May 4, 1994
Stephen L. Holcombe (principal accounting
and principal financial
officer)
/s/Doris R. Bray Director May 4, 1994
Doris R. Bray
/s/Robert M. DeMichele Director May 4, 1994
Robert M. DeMichele
/s/John F. Dille, Jr. Director May 4, 1994
John F. Dille, Jr.
/s/Stephen R. Leeolou Director May 4, 1994
Stephen R. Leeolou
/s/L. Richardson Preyer, Sr. Director May 4, 1994
L. Richardson Preyer, Sr.
/s/Robert A. Silverberg Director May 4, 1994
Robert A. Silverberg
EXHIBITS
Index to Exhibits
Exhibit Sequential
No. Description Page No.
*4(a) Charter of the Registrant, filed as
Exhibit 3(a) to the Registrant's
Registration Statement on Form S-1
(File No. 33-18067).
*4(b) Articles of Amendment to the
Charter of the Registrant dated May
12, 1989, filed as Exhibit 3(b) to
the Registrant's Registration
Statement on Form S-4 (File No.
33-35054).
*4(c)(1) Amended and Restated Bylaws of the
Registrant, filed as Exhibit 4(b)
to the Registrant's Form 10-Q for
the quarter ended September 30,
1990.
*4(c)(2) Amendment to the Bylaws adopted
September 11, 1991, filed as
Exhibit 4(c)(2) to the amendment on
Form 8 dated September 27, 1991 to
the Registrant's Form 10-Q report
for the quarter ended June 30,
1991.
*4(d) Specimen Common Stock Certificate
filed as Exhibit 4(a) to the
Registrant's Registration Statement
on Form S-1 (No. 33-18067).
*4(e)(1) Loan Agreement between the
Registrant and various lenders led
by The Bank of New York and The
Toronto-Dominion Bank as agents,
dated as of April 21, 1993, filed
as Exhibit 2(a) to the Registrant's
Current Report on Form 8-K dated as
of April 21, 1993.
*4(e)(2) Security Agreement between the
Registrant and various lenders led
by The Bank of New York and The
Toronto-Dominion Bank, as Secured
Party, dated as of April 21, 1993,
filed as Exhibit 2(b) to the
Registrant's Current Report on
Form 8-K dated as of April 21,
1993.
*4(e)(3) Master Subsidiary Security
Agreement between the Registrant,
certain of its subsidiaries and
various lenders led by The Bank of
New York and The Toronto-Dominion
Bank, as Secured Party, dated as of
April 21, 1993 filed as Exhibit
2(c) to the Registrant's Current
Report on Form 8-K as of April 21,
1993.
*4(e)(4) Amendment No. 1 dated as of January
31, 1994 to the Loan Agreement
among Registrant and various
lenders led by The Bank of New York
and The Toronto-Dominion Bank, as
managing agents, filed as Exhibit 8
to Amendment 1 of Schedule 13D
dated February 23, 1994 with
respect to the common stock of
Geotek Communications, Inc.
5 Opinion of Messrs. Schell Bray
Aycock Abel & Livingston.
24(a) Consent of Arthur Andersen & Co.
24(b) The consent of Messrs. Schell Bray
Aycock Abel & Livingston L.L.P. is
contained in their opinion filed as
Exhibit 5.
99(a) 1994 Long-Term Incentive Plan of
the Registrant.
* Incorporated by reference to the statement or
report indicated.