As filed with the Securities and Exchange Commission on December 4, 1995.
Registration No. 33-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMNET CELLULAR INC.
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(Exact name of registrant as specified in its charter)
COLORADO 84-0924904
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(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
5990 GREENWOOD PLAZA BOULEVARD
ENGLEWOOD, COLORADO 80111
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(Address, including zip code of Principal Executive Offices)
STOCK OPTION AGREEMENT DATED SEPTEMBER 19, 1995
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(Full Title of the Plan)
Amy M. Shapiro, Esq.
Senior Vice President and General Counsel
CommNet Cellular Inc.
5990 Greenwood Plaza Boulevard
Englewood, Colorado 80111
(303) 694-3234
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(Name, address and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of each class of Amount to offering aggregate Amount of
securities to be be price per offering registration
registered registered share price fee
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Common Stock, $.001 par
value per share 60,000 shares $30.375 $1,822,500 $629
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are hereby incorporated by reference in this Registration
Statement:
(1) the Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, as amended by Form 10-K/A No. 1 dated January 11,
1995, Form 10-K/A No. 2 dated May 25, 1995 and Form 10-K/A No. 3 dated June 16,
1995;
(2) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, as amended by Form 10-Q/A No. 1 dated May 25,
1995;
(3) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1995, as amended by Form 10-Q/A No. 1 dated June 16,
1995;
(4) the Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1995;
(5) all other documents filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the shares to which
this Prospectus relates;
(6) the description of the Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A filed October 6, 1986; and
(7) the description of the Registrant's Preferred Stock Purchase
Rights contained in the Registrant's Registration Statement on Form 8-A filed
December 20, 1990.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein (an "Incorporated Document") shall be deemed to
be modified or superseded for all purposes to the extent that a statement
contained in this Prospectus or in any other subsequently filed Incorporated
Document or in an accompanying prospectus supplement modifies or supersedes such
statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Registrant by Amy M. Shapiro,
Vice President and General Counsel for the Registrant. As of November 30, 1995,
Ms. Shapiro was the beneficial owner (for purposes of the Exchange Act) of
41,175 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article IX of the Registrant's Amended and First Restated Articles of
Incorporation provides in part:
B. The Corporation shall, to the fullest extent permitted by applicable
law, (i) indemnify, and (ii) advance litigation expenses prior to the final
disposition of an action, to any person made or threatened to be made a party to
an action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he or she is or was a director or
officer of the Corporation or served any other enterprise as a director or
officer at the request of the Corporation and such rights of indemnification and
to advancement of litigation expenses shall also be applicable to the heirs,
executors, administrators and legal representatives of such director or officer.
C. The foregoing provisions of Article IX shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this Article IX is in effect, and any repeal or
modification hereof shall not affect the rights or obligations then or therefore
existing or any action, suit or proceeding theretofore or thereafter brought
based in whole or in part upon any such stated facts.
D. The foregoing rights to indemnification and to advancement of
litigation expenses shall not be deemed exclusive of any other rights to which a
director or officer or his or her legal representatives may be entitled apart
from the provisions of this Article IX.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
*5.1 Opinion of Amy M. Shapiro, General Counsel for the Registrant,
regarding the legality of the Common Stock being registered.
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*10.1 Stock Option Agreement dated September 19, 1995, between the
Registrant and Doron Lurie.
*23.1 Consent of Ernst & Young LLP, independent auditors.
*23.2 Consent of Amy M. Shapiro, General Counsel for the Registrant
(included in the opinion filed as Exhibit 5.1).
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* Filed herewith.
ITEM 9. UNDERTAKINGS.
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 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.
b. That, for the purpose of determining any liability under the
Securities Act of 1933, each 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.
d. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange 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 thereof.
e. To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim
financial information required to be presented by Article 3 of
Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically incorporated
by reference in the prospectus to provide such interim financial
information.
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f. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission 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, 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 Englewood, State of Colorado, on December 4, 1995.
COMMNET CELLULAR INC.
By: /s/ ARNOLD C. POHS
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Arnold C. Pohs, President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933 THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
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/s/ ARNOLD C. POHS Chairman of the Board, President December 4, 1995
- ------------------------ and Chief Executive Officer
Arnold C. Pohs (Principal Executive Officer)
/s/ DANIEL P. DWYER Vice President-Finance, Treasurer, December 4, 1995
- ------------------------ Chief Financial Officer and Director
Daniel P. Dwyer (Principal Financial Officer)
/s/ ANDREW J. GARDNER Assistant Vice President-Accounting/Tax December 4, 1995
- ------------------------ (Principal Accounting Officer)
Andrew J. Gardner
/s/ JOHN E. HAYES, JR. Director December 4, 1995
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John E. Hayes, Jr.
/s/ ROBERT J. PADEN Director December 4, 1995
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Robert J. Paden
/s/ DAVID E. SIMMONS Director December 4, 1995
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David E. Simmons
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