SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
(Amendment No. 3)*
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Vanguard Cellular Systems, Inc.
(Exact name of registrant as specified in its charter)
North Carolina
(State of incorporation or organization)
56-1549590
(I.R.S. Employer Identification No.)
2002 Pisgah Church Road, Suite 300
Greensboro, North Carolina 27455
(Address of principal executive offices)(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be Name of each exchange on which
so registered: each class is to be registered:
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock
(Title of Class)
Please Address All Correspondence To:
Doris R. Bray, Esq.
Schell Bray Aycock Abel & Livingston P.L.L.C.
Post Office Box 21847
Greensboro, North Carolina 27420
(910) 370-8800
*Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934,
this Amendment is filed for purpose of updating the description
of the Class A Common Stock of the Registrant.
Item 1. Description of Registrant's Securities to be Registered.
The statements made under this item include summaries of
certain provisions contained in the Articles of Incorporation and
bylaws of Vanguard Cellular Systems, Inc. (the "Registrant").
These statements do not purport to be complete and are qualified in
their entirety by reference to such Articles of Incorporation and
bylaws.
The authorized capital stock of the Registrant consists of
250,000,000 shares of Class A Common Stock par value $.01 per
share, 30,000,000 shares of Class B Common Stock, par value $.01
per share, and the Preferred Stock. As of July 8, 1997, 40,279,772
shares of Class A Common Stock were issued and outstanding in the
names of approximately 1,200 holders of record, and no shares of
Class B Common Stock were issued and outstanding.
Class A Common Stock
Holders of the Registrant's Class A Common Stock are entitled
ratably, share for share, to such dividends as may be declared upon
the Class A Common Stock by the Board of Directors and, upon any
liquidation of the Registrant, to participate ratably in the
distribution of any corporate assets remaining after payment of all
debts and the liquidation preferences, if any, of Preferred Stock
that then may be issued and outstanding. However, agreements
governing the Registrant's long-term debt financing substantially
prohibit the payment of dividends or other distributions with
respect to the Class A Common Stock.
Holders of the Registrant's Class A Common Stock are entitled
to one vote per share on all matters submitted to a vote of holders
of Class A Common Stock. No holder of Class A Common Stock of the
Registrant is entitled as a matter of right to subscribe for or to
purchase any shares of stock or any security convertible into
shares of stock of any class of the Registrant. Each outstanding
share of Class A Common Stock is validly issued, fully paid and
nonassessable.
Class B Common Stock and Preferred Stock
The Board of Directors has the authority, without any vote or
action by the shareholders, to issue Class B Common Stock and/or
Preferred Stock. The Registrant's Articles of Incorporation
provide that the Class B Common Stock would have the same
characteristics as the Class A Common Stock, except that the
holders of Class B Common Stock would be entitled to one-tenth of
one vote per share, voted as a single class with the Class A Common
Stock, except as required by law. Under North Carolina law, the
holders of Class B Common Stock generally would have the right to
vote as a separate voting group on (i) certain amendments to the
Articles of Incorporation, including amendments that would increase
or decrease the authorized number of shares of the class, effect an
exchange or reclassification of their shares for shares of another
class, or change the rights of the class, (ii) a plan of merger if
the plan contains a provision that, if contained in a proposed
amendment in the Articles of Incorporation, would give rise to the
right to vote, except where the consideration to be received in
exchange for the shares consists solely of cash, and (iii) a plan
of share exchange if the shares are to be acquired in the exchange.
Issuance of Class B Common Stock could have the effect of acting as
an anti-takeover device to
delay or prevent a change of control of the Registrant.
The Board of Directors of the Registrant is authorized to
issue in one or more series up to a maximum of 1,000,000 shares of
preferred stock, par value $.01 per share. The shares can be
issued with such designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion or
exchange rights and other special or relative rights as the Board
of Directors shall from time to time fix by resolution, which could
adversely affect the voting powers of the holders of Common Stock.
Issuance of the Preferred Stock could have the effect of acting as
an anti-takeover device to delay or prevent a change of control of
the Registrant. The Registrant currently has no shares of
Preferred Stock outstanding.
Certain Provisions of the Articles of Incorporation and Bylaws
A provision of the Registrant's Articles of Incorporation
requires the holders of at least 66 % of the outstanding shares of
stock of the Registrant then entitled to vote in elections of
directors or a majority of the "disinterested" members of the Board
of Directors to approve certain major corporate transactions
involving the Registrant and a holder of 10% or more of any class
of equity security of the Registrant (an "Interested Shareholder")
or the affiliate of an Interested Shareholder, including a merger
or consolidation with the Interested Shareholder or the sale, lease
or exchange of substantially all of the assets of the Registrant or
of the Interested Shareholder to the other, or any dissolution of
the Registrant. "Disinterested" directors are directors who are
neither the Interested Shareholder involved in the proposed
transaction nor affiliated with such Interested Shareholder. In
addition, the Registrant's bylaws permit (i) directors to be
removed only for cause and only upon the affirmative vote of the
holders of at least 66 % of the outstanding shares of the
Registrant's capital stock entitled to vote generally in the
election of directors and (ii) newly created directorships and
vacancies caused by any reason to be filled only by the vote of the
majority of directors then in office or by the shareholders. Both
the Articles of Incorporation and the bylaws require the
affirmative vote of the holders of at least 66 % of the outstanding
shares of capital stock of the Registrant entitled to vote
generally in the election of directors to amend these provisions.
These provisions could make it more difficult for a third party to
acquire control of the Registrant.
The Board of Directors of the Registrant is divided into three
classes, with one class elected annually by the shareholders to a
three-year term. The effect of the staggered Board of Directors is
to negate substantially the possibility of minority shareholders'
obtaining representation on the Board of Directors. The holders of
common stock of the Registrant do not have the right to vote
cumulatively in the election of directors.
FCC Restrictions
The transfer of shares of Class A and Class B Common Stock
may, in certain circumstances, be subject to provisions of the
Communications Act of 1934, as amended, and rules and policies
requiring prior FCC approval of the transfer of control of
cellular, microwave and other licensees, restricting the percentage
of alien ownership of such licensees, limiting the ownership of
interests in cellular systems serving the same area, and
establishing other licensee qualifications.
Transfer Agent and Registrar
First Union National Bank, Charlotte, North Carolina, is the
transfer agent and registrar for the Class A Common Stock.
Item 2. Exhibits.
*3(a) Articles of Incorporation of the Registrant as
amended through July 25, 1995, filed as Exhibit 1
to the Registrant's Form 8-A/A dated July 25, 1995.
*3(b) Bylaws of Registrant, as amended (compilation of July 25,
1995), filed as Exhibit 2 to the Registrant's Form 8-A/A
dated July 25, 1995.
*4(a) Specimen Common Stock Certificate, filed as Exhibit 4(a)
to the Registrant's Registration Statement on Form S-1
(File No. 33-18067).
* 4(b)(1) Amended and Restated 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 December 23, 1994, filed as Exhibit
2(a) to the Registrant's Current Report on Form
8-K dated as of December 23, 1994.
* 4(b)(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 December 23, 1994, filed as Exhibit
2(b) to the Registrant's Current Report on Form
8-K dated as of December 23, 1994.
* 4(b)(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 December 23, 1994, filed as Exhibit
2(c) to the Registrant's Current Report on Form
8-K dated as of December 23, 1994.
* 4(b)(4) Second Amended and Restated Loan Agreement
between Vanguard Cellular Operating Corp. and
various lenders led by The Bank of New York and
The Toronto-Dominion Bank as agents, dated as of
April 10, 1996, filed as Exhibit 4(d)(1) to the
Registrant's Form 10-Q/A dated March 31, 1996.
* 4(b)(5) VCOC Security Agreement between Vanguard Cellular
Operating Corp. and various lenders led by The
Bank of New York and The Toronto-Dominion Bank as
Secured Party, dated as of April 10, 1996, filed
as Exhibit 4(d)(2) to the Registrant's Form 10-Q/A
dated March 31, 1996.
* 4(b)(6) Second Amended and Restated Master Subsidiary
Security Agreement between certain subsidiaries
of the Registrant and various lenders led by The
Bank of New York and The Toronto-Dominion Bank,
as Secured Party, dated as of April 10, 1996,
filed as Exhibit 4(d)(3) to the Registrant's Form
10-Q/A dated
March 31, 1996.
* 4(b)(7) Assignment, Bill of Sale and Assumption Agreement
by and between Registrant and Vanguard Cellular
Financial Corp. dated as of April 10, 1996, filed
as Exhibit 4(d)(4) to the Registrant's Form 10-Q/A
dated March 31, 1996.
* 4(b)(8) First Amendment to Second Amended and Restated Loan
Agreement between Vanguard Cellular Operating Corp. and
various lenders led by The Bank of New York and The
Toronto-Dominion Bank as agents, dated as of July 31,
1996, filed as Exhibit 4(d)(5) to the Registrant's 10-Q
dated September 30, 1996 and confirmed electronically as
Exhibit 4(d)(5) to the Registrants 10-Q/A dated September
30, 1996.
* 4(b)(9) Second Amendment to Second Amended and Restated Loan
Agreement between Vanguard Cellular Operating Corp. and
various lenders led by The Bank of New York and The
Toronto-Dominion Bank as agents, dated as of October 9,
1996, filed as Exhibit 4(d)(6) to the Registrant's 10-Q
dated September 30, 1996 and confirmed electronically as
Exhibit 4(d)(6) to the Registrants 10-Q/A dated September
30, 1996.
* 4(b)(10) Third Amendment to Second Amended and Restated Loan Agreement
between Vanguard Cellular Operating Corp. and various lenders
led by The Bank of New York and The Toronto-Dominion Bank as
agents, dated as of March 31, 1997 and filed as Exhibit
4(b)(7) to the Registrant's 10-Q dated March 31, 1997.
* 4(c)(1) Indenture dated as of April 1, 1996 between
Registrant and The Bank of New York as Trustee,
filed as Exhibit 4(e)(1) to the Registrant's Form
10-Q/A dated March 31, 1996.
* 4(c)(2) First Supplemental Indenture, dated as of April
1, 1996 between Registrant and The Bank of New
York as Trustee, filed as Exhibit 4(e)(2) to the
Registrant's Form 10-Q/A dated March 31, 1996.
* Incorporated by reference to the registration statement or report
indicated.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
VANGUARD CELLULAR SYSTEMS, INC.
(Registrant)
Date: July 28, 1997 By:/s/ Stephen L. Holcombe
Stephen L. Holcombe
Executive Vice President and
Chief Financial Officer