As filed with the Securities and Exchange Commission on July 12, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELLULAR TECHNICAL SERVICES COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 11-2962080
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2401 Fourth Avenue, Seattle, Washington 98121
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(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option Plan
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(Full title of the plan)
Kyle R. Sugamele, Esq.
Vice President, General Counsel
Cellular Technical Services Company, Inc.
2401 Fourth Avenue
Seattle, Washington 98121
(206) 443-6400
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(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Edward R. Mandell, Esq.
Parker Chapin Flattau & Klimpl, LLP
1211 Avenue of the Americas
New York, New York 10036
Approximate date of proposed sale to the public: As soon as practicable and
from time to time after the effective date of this Registration Statement.
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Calculation of Registration Fee
Title of Amount Proposed maximum Proposed maximum
securities to be to be offering price aggregate Amount of
registered registered per share offering price registration fee
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Common stock,
$.001 par value 940,000 $16.125(1) $15,157,500 $5,226.72
160,000 17.875(2) 2,860,000 986.20
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1,100,000(3) $18,017,500 $6,212.92
(1) Calculated pursuant to Rule 457(h) and (c) solely for the purpose of
calculating the registration fee on the basis of the average of the
high and low prices ($17 and $15 1/4) of a share on July 10, 1996 as
quoted on the Nasdaq National Market System.
(2) Based, pursuant to Rule 457(h), on the exercise price of the related
option.
(3) Pursuant to Rule 416(b), there shall also be deemed covered hereby
such additional securities as may result from anti-dilution
adjustments under the 1996 Stock Option Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
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The Registrant hereby incorporates by reference the following
documents into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1996.
(c) The description of the Registrant's Common Stock contained
in its Registration Statement on Form 8-A filed on July
30, 1991 under the Securities Exchange Act of 1934 (the
"Exchange Act"), including any amendment or report filed
for the purpose of updating such description, and all
other reports heretofore filed by the Registrant with the
Securities and Exchange Commission (the "SEC") pursuant to
Sections 13(a) or 15(d) of the Exchange Act since December
31, 1995.
In addition, all documents filed by the Registrant with the SEC
subsequent to the filing date of this Registration Statement pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all the securities offered by this
Registration Statement have been sold or which de-registers all such securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated herein by reference, except for portions of such documents which
shall not be deemed incorporated by reference as indicated by statute, rule or
regulation or by such document itself, 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 subsequently filed document which also is,
or is deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement, except as indicated herein.
ITEM 4. DESCRIPTION OF SECURITIES.
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Not required, inasmuch as the Registrant's Common Stock is registered
under Section 12 of the Exchange Act.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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The description of the indemnification and insurance provided to the
officers and directors of the Registrant contained in Item 14 of the
Registrant's Registration Statement on Form S-1 (Registration No. 33-44176) is
hereby incorporated by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
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Not applicable.
ITEM 8. EXHIBITS.
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See Exhibit Index on page 6 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
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The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement;
(1) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Act");
(2) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement; and
(3) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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PROVIDED, HOWEVER, that paragraphs (a)(1) and (a)(2) will 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 registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the 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.
(c) 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 purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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 Act 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 SEC 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Valley Stream, New York, on this day of 11th July, 1996.
CELLULAR TECHNICAL SERVICES COMPANY, INC.
By: /s/ Stephen Katz
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Stephen Katz
Chairman of the Board of Directors and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below does hereby constitute and appoint Stephen Katz and Michael E.
McConnell and each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including,
without limitation, post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said 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
in and about the premises, as fully to all intents and purposes as he 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, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
Signature Title Date
/s/ Stephen Katz Chairman of the Board of July 11, 1996
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Stephen Katz Officer (Principal Executive Officer)
/s/ Robert P. Dahut President, Chief Operating July 11, 1996
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Robert P. Dahut
/s/ Michael E. McConnell Vice President and Chief July 11, 1996
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Michael E. McConnell Financial and Accounting Officer)
Director July 11, 1996
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Jay Goldberg
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Exhibit Index
Exhibit
Number Description
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4.1(i)* Restated Certificate of Incorporation of the Registrant.
4.1(ii)** Certificate of Amendment of Restated Certificate of
Incorporation.
4.2(i)* By-Laws of the Registrant.
4.2(ii)*** Amendment I dated October 31, 1993 to By-Laws of the Registrant.
5 Opinion of Parker Chapin Flattau & Klimpl, LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Parker Chapin Flattau & Klimpl (included in their
opinion filed as Exhibit 5).
24 Power of Attorney (included on the signature page of this
Registration Statement).
99 1996 Stock Option Plan.
* Incorporated by reference to Registration Statement on Form S-1, File
No. 33-41176.
** Incorporated by reference to Registration Statement on Form S-8, File
No. 33-82016.
*** Incorporated by reference to the Annual Report on Form 10-K for the year
ended December 31, 1993, File No. 0-19437.
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