As filed with the Securities and Exchange Commission on April 16, 1999
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
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UNITED STATES CELLULAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 62-1147325
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8410 West Bryn Mawr Avenue, Suite 700
Chicago, Illinois 60631
(Address of Principal Executive Offices) (Zip Code)
United States Cellular Corporation
1999 Employee Stock Purchase Plan
(Full title of the plan)
H. Donald Nelson
President & CEO
United States Cellular Corporation
8410 West Bryn Mawr Avenue, Suite 700
Chicago, Illinois 60631
(Name and address of agent for service)
(773) 399-8900
(Telephone number, including
area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Maximum Maximum Proposed
Securities Offering Aggregate Amount of
to be Amount to be Price Offering Registration
Registered Registered (1) Per Share Price Fee
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Common Shares,
$1.00 par value 110,000 Shares $46.69(2) $5,135,625 $1,427.70
================================================================================
(1) In addition, this Registration Statement also covers an indeterminate
amount of additional securities which may be issued under the
above-referenced Plan pursuant to the anti-dilution provisions of such
Plan and, if interests 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 Company on the American Stock
Exchange on April 14, 1999, pursuant to Rule 457(h)(1) under the
Securities Act of 1933.
================================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
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Item 2. Registration Information and Employee Plan Annual Information.*
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* 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.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents which have heretofore been filed by United
States Cellular Corporation (the "Company" or the "Registrant"), with the
Securities and Exchange Commission (the "Commission") pursuant to the 1933 Act
and the Securities Exchange Act of 1934, as amended (the "1934 Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1998;
2. The description of the Common Shares contained the Company's
Amendment No. 2 on Form 8, dated December 28, 1992, to the
Company's Report on Form 8-A; and
3. All other reports filed by the Company pursuant to Section
13(a) and 15(d) of the 1934 Act since December 31, 1998.
All documents, subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made a part hereof from their
respective dates of filing (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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See Item 3.
Item 5. Interests of Named Experts and Counsel.
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Certain legal matters relating to the securities registered hereby will
be addressed by Sidley & Austin, One First National Plaza, Chicago, Illinois
60603. The Company is controlled by Telephone and Data Systems, Inc. ("TDS")
which
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is controlled by a voting trust. Walter C.D. Carlson, a trustee and beneficiary
of such voting trust and a director of TDS, the Company and certain other
subsidiaries of TDS, Michael G. Hron, the Secretary of TDS, the Company and
certain other subsidiaries of TDS, William S. DeCarlo, the Assistant Secretary
of TDS, the Company and certain other subsidiaries of TDS, Stephen P. Fitzell,
the Secretary of certain subsidiaries of TDS, and Sherry S. Treston, the
Assistant Secretary of certain subsidiaries of TDS, are partners of Sidley &
Austin.
Item 6. Indemnification of Directors and Officers.
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Article XI of the Company's Restated Certificate of Incorporation, as
amended, contains a provision providing that no director or officer of the
Company shall be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director or officer except
for breach of the director's or officer's duty of loyalty to the Company or its
stockholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, unlawful payment of dividends,
unlawful stock redemptions or repurchases and transactions from which the
director or officer derived an improper personal benefit.
Article XI of the Company's Restated Certificate of Incorporation, as
amended, also provides that the Company shall indemnify directors and officers
of the Company, its consolidated subsidiaries and certain other related entities
to the fullest extent permitted by the Delaware General Corporation Law
("DGCL"). Under the DGCL, directors and officers, as well as other employees or
persons, may be indemnified against judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation - a "derivative action"), and against expenses
(including attorney's fees) in any action (including a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. However, in the case of a derivative action, a person cannot be
indemnified for expenses in respect of any matter as to which the person is
adjudged to be liable to the corporation unless and to the extent a court
determines that such person is fairly and reasonably entitled to indemnity for
such expenses.
The DGCL also provides that, to the extent a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action or matter, the corporation must indemnify
such party against expenses (including attorneys' fees) actually and reasonably
incurred by such party in connection therewith.
The DGCL provides that expenses incurred by a director or officer in
defending any action may be paid by a Delaware corporation in advance of the
final disposition of the action upon receipt of an undertaking by or on behalf
of such director or officer to repay such amount if it is ultimately determined
that such party is not entitled to be indemnified by the corporation.
The Company's Restated Certificate of Incorporation, as amended, states
that the right to indemnification conferred in Article XI thereof is a contract
right and includes the right to be paid by the Company for expenses incurred in
defending proceedings covered by Article XI in advance of their final
disposition; provided, however, that, if the DGCL requires, the payment of such
expenses in advance of the final disposition of a proceeding shall be made only
upon delivery to the Company of an undertaking, by or on behalf of an
indemnified director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to be
indemnified under the Restated Certificate of Incorporation, as amended, or
otherwise.
The DGCL provides that the indemnification and advancement of expenses
provided thereby are not exclusive of any other rights granted by bylaws,
agreements or otherwise, and provides that a corporation shall have the power to
purchase and maintain insurance on behalf of any person, whether or not the
corporation would have the power to indemnify such person under Delaware law.
The Company has directors' and officers' liability insurance which
provides, subject to certain policy limits, deductible amounts and exclusions,
coverage for all persons who have been, are or may in the future be, directors
or officers of the Company, against amounts which such persons must pay
resulting from claims against them by reason of their being such directors or
officers during the policy period for certain breaches of duty, omissions or
other acts done or wrongfully attempted or alleged.
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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.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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The exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index. The Plan is not intended to be qualified under
Section 401(a) of the Internal Revenue Code.
Item 9. Undertakings.
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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:
(a) To include any prospectus required by Section
10(a)(3) of the 1933;
(b) 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;
(c) 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.
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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.
4. 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 initial bona
fide offering hereof.
5. That, 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.
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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 Chicago, State of Illinois, on the 16th day of
April, 1999.
UNITED STATES CELLULAR CORPORATION
By: /s/ H. Donald Nelson
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H. Donald Nelson
President
POWER OF ATTORNEY AND SIGNATURES
The undersigned officers and directors of United States
Cellular Corporation hereby severally constitute and appoint LeRoy T. Carlson,
Jr. and H. Donald Nelson, and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution, to sign for us in
our names in the capacities indicated below, all amendments to this registration
statement, and generally to do all things in our names and on our behalf in such
capacities to enable United States Cellular Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission in connection with this registration
statement.
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 16th day of April, 1999.
/s/ LeRoy T. Carlson, Jr. Chairman and Director
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LeRoy T. Carlson, Jr.
/s/ H. Donald Nelson President and Chief Executive Officer and
- -------------------------------- Director
H. Donald Nelson
/s/ LeRoy T. Carlson Director
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LeRoy T. Carlson
/s/ Walter C.D. Carlson Director
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Walter C.D. Carlson
/s/ Sandra L. Helton Director
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Sandra L. Helton
/s/ Kenneth R. Meyers Director, Executive Vice President-Finance,
- -------------------------------- Chief Financial Officer and Treasurer
Kenneth R. Meyers
/s/ Paul-Henri Denuit Director
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Paul-Henri Denuit
/s/ J. Samuel Crowley Director
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J. Samuel Crowley
/s/ John T. Quille Controller (Principal Accounting Officer)
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John T. Quille
EXHIBIT INDEX
The following documents are filed herewith or incorporated
herein by reference.
Exhibit
No. Description
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4.1 Restated Certificate of Incorporation, as amended, of the
Company (Incorporated herein by reference to Exhibit 2(a) to
Amendment No. 2 on Form 8 dated December 28, 1992 to the
Company's Report on Form 8-A).
4.2 Restated Bylaws, as amended, of the Company (Incorporated
herein by reference to Exhibit 3.2 of Form 10-K for the year
ended December 31, 1998).
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (contained in Exhibit 5 hereto)
99.1 United States Cellular Corporation 1999 Employee Stock
Purchase Plan
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