As filed with the Securities and Exchange Commission on February 11, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Davel Communications Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Illinois 37-1064777
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1429 Massaro Boulevard
Tampa, Florida 33619
(Address of Principal Executive Offices) (Zip Code)
Davel Communications Group, Inc. Stock Option Plan
(Full Title of the Plan)
Mr. Robert D. Hill
Davel Communications Group, Inc.
1429 Massaro Boulevard
Tampa, Florida 33619
(Name and Address of Agent For Service)
(813) 623-3545
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Mr. Theodore C. Rammelkamp, Jr.
Davel Communications Group, Inc.
601 W. Morgan Street
Jacksonville, Illinois 62651
(217) 243-4391
CALCULATION OF REGISTRATION FEE
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Proposed Proposed Maximum Amount of
Title of Securities Amount to be Maximum Offering Aggregate Offering Registration
to be Registered Registered Price Per Share(1) Price(1) Fee
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Common Stock ($.01
per share
par value)........ 500,000 Shares $17.50(2) $8,750,000(2) $2,651.51
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(1) Estimated solely for the purpose of calculating the registration fee.
(2) Pursuant to Rule 457(h)(1), computed on the basis of the average of the
high and low prices of the Registrant's Common Stock as reported on the
Nasdaq National Market on February 7, 1997.
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STATEMENT OF INCORPORATION BY REFERENCE
The contents of the Form S-8 Registration Statement for the Davel
Communications Group, Inc. Stock Option Plan (File No. 33-83244), filed by the
registrant with the Securities and Exchange Commission on August 25, 1994, are
incorporated herein by reference as if set forth in their entirety herein.
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 Tampa, State of Florida, on this 11th day of
February, 1997.
DAVEL COMMUNICATIONS GROUP, INC.
By: /s/ Robert D. Hill
Name: Robert D. Hill
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints David R. Hill and Robert D. Hill, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned and
to file the same, with all exhibits thereto, in any and all capabilities, to
sign any and all amendments and any registration statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended (including post-effective
amendments thereto and other documents in connection therewith), with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his 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 below by the following persons in their
respective capacities on this 11th day of February, 1997.
Signature Title
- --------- -----
/s/ David R. Hill Chairman of the Board
David R. Hill
/s/ Robert D. Hill President, Chief Executive
Robert D. Hill Officer and a Director
/s/ Paul B. Demirdjian Senior Vice-President of
Paul B. Demirdjian Operations and a Director
/s/ Michael E. Hayes Senior Vice-President, Chief
Michael E. Hayes Financial Officer and a Director
/s/ Michael G. Kouri Senior Vice-President of
Michael G. Kouri Development and Finance
and a Director
/s/ Theodore C. Rammelkamp, Jr. Senior Vice-President, General
Theodore C. Rammelkamp, Jr. Counsel and a Director
/s/ Glen E. Barber Director
Glen E. Barber
/s/ Thomas M. Vitale Director
Thomas M. Vitale
/s/ A. Jones Yorke Director
A. Jones Yorke
EXHIBIT INDEX
Exhibit Sequential
Number Description of Exhibit Page Number
- ------- ---------------------- -----------
5 Opinion of Theodore C. Rammelkamp, Jr.......
10 Davel Communications Group, Inc. Stock
Option Plan, as amended.....................
23.1 Consent of Kerber, Eck & Braeckel...........
23.2 Consent of Theodore C. Rammelkamp, Jr.
(included in the opinion filed as Exhibit
5 hereto)...................................
24 Power of Attorney (included on the
signature page to this Form S-8
Registration Statement).....................
EXHIBIT 5
February 11, 1997
Davel Communications Group, Inc.
1429 Massaro Boulevard
Tampa, Florida 33619
Ladies and Gentlemen:
I am the Senior Vice President and General Counsel of Davel
Communications Group, Inc. (the "Company") and have acted as counsel for the
Company in connection with the registration under the Securities Act of 1933, as
amended, of 500,000 shares of its Common Stock, $.01 par value per share (the
"Shares"), to be offered pursuant to the Davel Communications Group, Inc. Stock
Option Plan (the "Plan"). In connection therewith, I have examined or am
otherwise familiar with the Company's Certificate of Incorporation, the
Company's By-Laws, the Plan, the Company's Registration Statement on Form S-8
(the "Registration Statement") relating to the Shares, each as amended to date,
relevant resolutions of the Board of Directors of the Company, and such other
documents and instruments as I have deemed necessary for the purposes of this
opinion.
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.
Based upon the foregoing, I am of the opinion that the Shares are
duly authorized for issuance and when issued in accordance with the provisions
of the Plan will be legally issued, fully paid and non-assessable shares of the
Company.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Theodore C. Rammelkamp, Jr.
Theodore C. Rammelkamp, Jr.
Senior Vice President & General Counsel
EXHIBIT 10
DAVEL COMMUNICATIONS GROUP, INC. STOCK OPTION PLAN
(As Amended and Restated, Effective as of July 1, 1996)
1. Purpose. The Davel Communications Group, Inc. Stock Option Plan was
established by Davel Communications Group, Inc., an Illinois corporation (the
"Company"), to secure for the Company and its stockholders the benefits arising
from capital ownership by those key employees of the Company and its
Subsidiaries (as defined below) who will be responsible for its future growth
and continued success. The Plan is intended to provide a means whereby such
individuals may acquire shares of common stock of the Company ("Shares"). The
following provisions constitute an amendment, restatement and continuation of
the Plan as in effect immediately prior to July 1, 1996, the "Effective Date" of
the Plan as set forth herein. The term "Subsidiary" means each corporation of
which the Company owns directly or indirectly at least 50% of the total combined
voting power of all classes of stock entitled to vote.
2. Administration. The authority to manage and control the operation and
administration of the Plan shall be vested in a Committee (the "Committee")
consisting of 2 or more members of the Board of Directors of the Company, who
shall be appointed by, and may be removed by, such Board. Such members shall
satisfy the requirements of a "disinterested director" or "non-employee
director" whichever is then required for compliance with Rule 16b-3 issued under
section 16 of the Securities Exchange Act of 1934, as amended, and of an
"outside director" within the meaning of section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). In the absence of any such appointment or
removal, the Committee shall consist of the Compensation Committee of the Board
of Directors. Any interpretation of the Plan by the Committee and any decision
made by the Committee on any matter within its discretion is final and binding
on all persons. No member of the Committee shall be liable for any action or
determination made with respect to the Plan.
3. Participation. Subject to the terms and provisions of the Plan, the
Committee shall determine and designate, from time to time, the key employees
("Participants") of the Company and its Subsidiaries to whom options or Share
Awards (as described in paragraph 6) are to be granted and the number of shares
to be optioned or granted to each Participant.
4. Shares Subject to the Plan. Subject to the provisions of paragraph 12,
the aggregate number of Shares for which awards may be granted under the Plan
shall not exceed 1,000,000 Shares. If, as to any number of Shares, any award
granted pursuant to the Plan shall expire or terminate for any reason without
the issuance of Shares, such number of Shares shall again be available for
awards under the Plan. The number of Shares underlying options which may be
awarded to any individual Participant in any 12-month period shall not exceed
200,000 Shares.
5. Awards of Options. Option awards under the Plan shall be subject to the
following provisions of this paragraph 5.
(a) Option Price. The price at which the Shares may be purchased pursuant
to the exercise of an option under the Plan shall be fixed by the
Committee on the date the option is granted; provided, however, that
the purchase price of a Share under an option shall not be less than
the par value of such Share.
(b) Option Expiration Date. The "Expiration Date" with respect to an
option or any portion thereof granted to a Participant under the Plan
means the date established by the Committee at the time of the grant,
but in no event later than the date that is ten years after the date
on which the option is granted. All rights to purchase Shares pursuant
to an option shall cease on the option's Expiration Date, subject to
earlier termination as provided herein. If the Participant's
employment with the Company and the Subsidiaries terminates for any
reason, his or her option may not be exercised after the date of such
termination of employment, except to the extent the Committee permits
exercise after such date, but in any case no later than the Expiration
Date.
(c) Exercise of Options. Each option shall be exercisable at such time or
times as shall be determined by the Committee at the time the option
is granted or at such earlier times as the Committee shall
subsequently determine. A Participant may exercise an option by giving
written notice thereof prior to the option's Expiration Date to the
Chief Executive Officer of the Company at the Company's corporate
headquarters. Such notice shall specify the number of Shares being
purchased and be accompanied by the full purchase price therefor,
together with the amount of any required state or federal withholding
taxes. Such purchase price and withholding taxes shall be paid in
cash, by tender of stock certificates in proper form for transfer to
the Company representing Shares valued at the Fair Market Value (as
defined in paragraph 7) of the Shares on the preceding day, in any
combination of the foregoing, or in any other consideration then
permitted by the Committee (including payment with a cashless exercise
program under which, if so instructed by the Participant, Shares may
be issued directly to the Participant's broker or dealer upon receipt
of the option price in cash from the broker or dealer), provided that
a Participant may make a written election to have Shares withheld by
the Company from the Shares otherwise to be received in an amount
sufficient to satisfy the applicable withholding taxes. The acceptance
of any such election by a Participant shall be subject to guidelines
established by the Committee.
Options granted under the Plan are not intended to qualify as incentive stock
options under section 422 of the Code.
6. Share Awards. A "Share Award" under the Plan is the grant of Shares to a
Participant, the number and timing of which shall be determined by the Committee
in its sole discretion. Share Awards shall be subject to the following:
(a) During the Restricted Period (as described below), the Shares may
not be sold, assigned, transferred, pledged or otherwise encumbered.
(b) A certificate representing such Shares shall be registered in the
name of the Participant and shall be deposited with the Company.
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(c) The Participant shall be treated as a shareholder with respect to
the Shares, including the right to vote such Shares and receive
dividends thereon.
The "Restricted Period" is the period beginning on the date that the Share Award
is granted and ending on the earlier of the date established by the Committee
which date shall be at least six months after the grant date or, if applicable,
on the date the Shares are forfeited. To the extent that the Committee
establishes terms and conditions with respect to the vesting of a Share Award
(including conditions relating to continued employment or attainment of
specified performance criteria) and such terms and conditions are not satisfied,
the Shares subject to the Share Award shall be forfeited by the Participant. At
the end of the Restricted Period with respect to any Shares which have not been
forfeited, the certificate representing such Shares shall be transferred to the
Participant (or the Participant's legal representative or heir) free of all
restrictions.
7. Fair Market Value. Subject to the provisions of paragraph 12, for all
purposes of the Plan the "Fair Market Value" of a Share as at any date means the
fair value of such Share determined in accordance with procedures established by
the Committee.
8. Compliance with Applicable Laws. Notwithstanding any other provision in
the Plan, the Company shall have no liability to issue any Shares under the Plan
unless such issuance would comply with all applicable laws and applicable
requirements of any securities exchange or similar entity. Prior to the issuance
of any Shares under the Plan, the Company may require a written statement that
the recipient is acquiring the Shares for investment and not for the intention
of distributing the Shares.
9. Death of Participant. In the event of the death of a Participant, any
options which the Participant was entitled to exercise on the date immediately
preceding his death shall be exercisable by the person or persons to whom that
right passes by will or by the laws of descent and distribution for a period of
three months after the date of death. Any such exercise shall be by written
notice thereof filed with the Chief Executive Officer of the Company at the
Company's corporate headquarters prior to the option's Expiration Date.
10. Transferability. Options under the Plan are not transferable except by
will or by the laws of descent and distribution or, to the extent not
inconsistent with the applicable provisions of the Code, pursuant to a qualified
domestic relations order (as that term is defined in the Code). Options may be
exercised during the lifetime of the Participant only by the Participant, and
after the death of the Participant, only as provided in paragraph 9.
11. Employment and Stockholder Status. The Plan does not constitute a
contract of employment, and selection as a Participant will not give any
employee the right to be retained in the employ of the Company or any
Subsidiary. The grant of an award under the Plan shall not confer upon the
holder thereof any right as a stockholder of the Company until such time as
Shares are registered in his or her name. No person entitled to exercise any
option granted under the Plan shall have any of the rights or privileges of a
stockholder of record with respect to any Shares issuable upon exercise of such
option until certificates representing such Shares
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have been issued and delivered. If the redistribution of Shares is restricted
pursuant to paragraph 8, certificates representing such Shares may bear a legend
referring to such restrictions.
12. Adjustments to Number of Shares Subject to the Plan and to Option
Terms. Subject to the following provisions of this paragraph 12, in the event of
any change in the outstanding Shares by reason of any stock dividend, stock
split, recapitalization, merger, consolidation, combination, exchange of shares
or other similar corporate change, an appropriate and proportionate adjustment
shall be made in the number and kind of Shares subject to the Plan and to
options outstanding under the Plan. Any such adjustment in any outstanding
option shall be made without change in the aggregate purchase price applicable
to the unexercised portion of such option but with a corresponding adjustment in
the price for each Share covered by such option as well as the adjustment in the
number and kind of Shares mentioned above. Adjustments under this paragraph 12
shall be made by the Committee, whose determination as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive. In no
event shall the purchase price for a Share under an option be adjusted below the
par value of such Share, nor shall any fraction of a Share be issued upon the
exercise of an option.
13. Agreement with Company. At the time of a grant of an award under the
Plan, the Committee may require a Participant to enter into an agreement with
the Company in a form specified by the Committee agreeing to the terms and
conditions of the Plan and to such additional terms and conditions, not
inconsistent with the Plan, as the Committee may, in its sole discretion,
prescribe.
14. Term of Plan. Subject to earlier termination of the Plan in accordance
with paragraph 15, no options or Share Awards may be granted under the Plan
after August 1, 2003.
15. Amendment and Termination of Plan. Subject to any approval of the
stockholders of the Company which may be required by law, the Board of Directors
of the Company may at any time amend, suspend or terminate the Plan. No
amendment, suspension or termination of the Plan shall alter or impair any
option or Share Award previously granted under the Plan without the consent of
the holder thereof.
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EXHIBIT 23.1
KERBER, ECK & BRAECKEL LLP
Certified Public Accountants
Consent of Independent Auditors
We have issued our reports dated March 20, 1996, accompanying the
consolidated financial statements of Davel Communications Group, Inc. and
Subsidiaries appearing in the 1995 Annual Report of the Company to its
shareholders and accompanying the schedules included in the Annual Report on
Form 10-K for the year ended December 31, 1995, which are incorporated by
reference in this Registration Statement on Form S-8. We consent to the
incorporation by reference in the Registration Statement of the aforementioned
reports.
KERBER, ECK & BRAECKEL LLP
Springfield, Illinois
February 7, 1997