AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2002
REGISTRATION NO. 333-92091
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 52-2126573
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
600 TELEPHONE AVENUE
ANCHORAGE, ALASKA 99503
(907) 297-3000
(Address of Principal Executive Offices)
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 1999 STOCK INCENTIVE PLAN
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC. 1999 NON-EMPLOYEE DIRECTOR STOCK
COMPENSATION PLAN
(Full title of the plan)
KEVIN P. HEMENWAY
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
600 TELEPHONE AVENUE
ANCHORAGE, ALASKA 99503
(907) 297-3000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
EXPLANATORY NOTE
Alaska Communications Systems Group Inc. (the "Registrant") filed a
Registration Statement on Form S-8 (Registration No. 333-92091) (the
"Registration Statement"), which originally registered 6,021,489 shares of
common stock, par value $.01 per share of the Registrant (the "Common Stock"),
reserved for issuance pursuant to four plans: (1) ALEC Holdings, Inc. 1999
Stock Incentive Plan (the "ALEC Plan"); (2) Alaska Communications Systems
Group, Inc. 1999 Stock Incentive Plan (the "Alaska Plan"); (3) Alaska
Communications Systems Group, Inc. 1999 Employee Stock Purchase Plan (the
"ESPP") ; and (4) Alaska Communications Systems Group, Inc. 1999 Non-employee
Director Stock Compensation Plan (the "Director Plan"), and collectively, the
"Plans". In addition, pursuant to Rule 416 under the Securities Act of 1933,
the Registration Statement also covered an indeterminate number of additional
shares of the Common Stock issuable pursuant to the exercise of options and/or
awards granted or to be granted under the Plans to prevent dilution that may
result from any future stock splits, stock dividends or similar transactions
affecting the Common Stock.
The Registrant amended the Alaska Plan to merge it with the ALEC Plan and
include all of the securities issued and issuable under the ALEC Plan in the
Alaska Plan. The merger preserved the original terms of any and all options
previously granted under the ALEC Plan and the original terms of any and all
options previously granted under the Alaska Plan. As of March 26, 2002, all
available shares allocated to the Alaska Plan will be issued pursuant to options
granted under the amended Alaska Plan.
This Post-Effective Amendment No. 1 to the Registration Statement is filed
to allocate the 421,578 shares issued and outstanding under the ALEC Plan to the
Alaska Plan, the 2,448,449 shares reserved for options granted under the ALEC
Plan to the Alaska Plan, and the 540,459 shares available under the ALEC Plan to
the Alaska Plan. As of March 26, 2002, the number of shares issued and
outstanding under the Alaska Plan is 15,260, the number of shares reserved for
options granted under the Alaska Plan is 1,180,118, and the number of shares
available under the Alaska Plan is 304,622. As of March 26, 2002, the number of
shares issued and outstanding under the ESPP is 217,569, and the number of
shares available under the ESPP is 782,431. As of March 26, 2002, the number of
shares issued and outstanding under the Director Plan is 51,542, and the number
of shares available under the Director Plan is 98,458.
ITEM 8. EXHIBITS
See Index to Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Anchorage, State of Alaska, on this 3rd day of April
2002.
ALASKA COMMUNICATIONS SYSTEMS
GROUP, INC.
By: /s/ Kevin P. Hemenway
---------------------
Name: Kevin P. Hemenway
Title: Senior Vice President,
Chief Financial Officer and
Treasurer (Principal Accounting
Officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
capacities on this 3rd day of April 2002.
SIGNATURE TITLE
- --------- -----
/s/ Charles E. Robinson Chief Executive Officer and Chairman of
- ----------------------- the Board
Charles E. Robinson
/s/ Wesley E. Carson President and Chief Operating Officer
- --------------------
Wesley E. Carson
/s/ Kevin P. Hemenway Senior Vice President, Chief Financial
- --------------------- Officer and Treasurer (Principal
Kevin P. Hemenway Accounting Officer)
/s/ Kathryn Anderson Senior Vice President, Sales and
- -------------------- Marketing
Kathryn Anderson
/s/ Leonard A. Steinberg Vice President, General Counsel and
- ------------------------ Corporate Secretary
Leonard A. Steinberg
/s/ W. Dexter Paine, III Director
- ------------------------
W. Dexter Paine, III
/s/ Saul A. Fox Director
- ---------------
Saul A. Fox
/s/ Wray T. Thorn Director
- -----------------
Wray T.Thorn
/s/ Byron I. Mallott Director
- --------------------
Byron I. Mallott
* Director
- -------------------
Carl H. Marrs
/s/ Brian Rogers Director
- ----------------
Brian Rogers
*By: /s/ Kevin P. Hemenway * Pursuant to Power of Attorney dated
--------------------- December 3, 1999
Kevin P. Hemenway
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INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
--- -----------
4.1 ALEC Holdings, Inc. 1999 Stock Incentive Plan. *
4.2 Alaska Communications Systems Group, Inc. 1999 Stock Incentive Plan. *
4.3 Alaska Communications Systems Group, Inc. 1999 Employee Stock Purchase
Plan.*
4.4 Alaska Communications Systems Group, Inc. 1999 Non-Employee Director
Stock Compensation Plan.*
4.5 First Amendment to Alaska Communications Systems Group, Inc. 1999 Stock
Incentive Plan.
5.1 Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of common
stock, par value $.01, issuable under the plans (including consent)**
23.1 Consent of Deloitte & Touche LLP relating the audited financial
statements of Alaska Communications Systems Group, Inc.
23.7 Consent of Wachtell, Lipton, Rosen & Katz (included in their opinion
filed as Exhibit 5.1).**
24.1 Powers of Attorney (included on signature page). **
- ------------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-88753).
** Filed as an exhibit to the Registrant's Form S-8 filed on December 3, 1999
(Registration No. 333-92091) and incorporated by reference thereto.
4