As filed with the Securities and Exchange Commission on April 13, 1995.
REGISTRATION NO. 33-___________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------
PEOPLES TELEPHONE COMPANY, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 13-2626435
--------------------------------------------------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2300 N.W. 89th Place, Miami, Florida 33172
--------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Peoples Telephone Company 1987 Non-Qualified Stock Option Plan,
Peoples Telephone Company 1987 Non-Qualified Stock Option Plan for Non-Employee
Directors,
Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan,
Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for Employees,
and
Options Granted pursuant to Written Compensation Agreements, Related Stock
Option Plans and other Stock Option Grants
(Full title of the plans)
Robert D. Rubin copy to:
President Thomas O. Wells, Esq.
Peoples Telephone Company, Inc. Sparber, Kosnitzky, Truxton, Spratt
2300 N.W. 89th Place & Brooks, P.A.
Miami, Florida 33172 1401 Brickell Avenue, Suite 700
(305) 593-9667 Miami, Florida 33131
(305) 379-7200
(Name, address, including ZIP Code, and
telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------
Title of Proposed Proposed
securities maximum maximum
to be Amount to offering price aggregate Amount of
registered be registered per share (1) offering price (1) registration fee
- ------------------------------------------------------------------------------------
Common Stock, 5,967,401 $11.38 $27,599,230 $9,516.98
par value
$.01 per share
- ------------------------------------------------------------------------------------
(1) Estimated in accordance with Rule 457(h)(1) on the basis of the price
of the average of the high and low price of the Registrant's common stock, par
value of $.01 per share, on April 10, 1995, as reported on the NASDAQ National
Market System ("NASDAQ") ($4.625).
Page 1 of 8
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
- -----------------------------------------------
The documents listed in (a) through (c) below previously filed with
the Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement. In addition, all documents
subsequently filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such document.
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994.
(b) All other reports filed by the Registrant pursuant to Section 13(a) or
15 (d) of the Exchange Act since December 31, 1994, including without
limitation the Company's Current Report on Form 8-K filed with the
Commission on March 2, 1995 reporting the sale of substantially all of
the Company's prepaid telephone calling card assets to Global Link
Teleco Corporation.
(c) The description of the Registrant's Common Stock, par value $.01 per
share, to be offered pursuant the Peoples Telephone Company 1987 Non-
Qualified Stock Option Plan, Peoples Telephone Company 1987 Non-
Qualified Stock Option Plan for Non-Employee Directors, Peoples
Telephone Company, Inc. 1993 Non-Employee Director Stock Option Plan,
Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for
Employees and certain written compensation agreements, described in
the Registrant's Registration Statement filed with the Commission on
Form 10, Registration No. 0-16479 on March 1, 1988, as amended by any
amendments or reports filed for the purpose of updating such
description.
Item 4. Description of Securities.
- ---------------------------------
Not applicable, as the class of securities to be offered is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
- ----------------------------------------------
Not applicable, as no expert or counsel is employed by the Registrant on a
contingent basis or has an interest in the Registrant necessitating disclosure.
Page 2 of 8
Item 6. Indemnification of Directors and Officers.
- -------------------------------------------------
Paragraph Tenth of the Registrant's Certificate of Incorporation provides
that the Registrant will indemnify and reimburse the officers and directors of
the Registrant to the fullest extent provided by law. Paragraph Tenth of the
Registrant's Certificate of Incorporation also provides that the provisions
regarding indemnification and advancement of expenses as provided by law shall
not be exclusive of any other right which any officer or director of the
Registrant may have or acquire thereafter under any provision of the
Registrant's Certificate of Incorporation or By-laws or by any agreement, vote
of shareholders or disinterested directors of the Registrant or otherwise,
provided, that no indemnification may be made to or on behalf of any officer or
director if a judgement or other final adjudication adverse to such officer or
director establishes that his acts were committed in bad faith or were the
result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he personally gained in fact a financial profit
or other advantage to which he was not legally entitled.
A director shall not be liable to the Registrant or its shareholders for
damages for any breach of duty in such director's capacity as a director unless
(i) a judgment or other final adjudication adverse to the director establishes
that his acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of law or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled or that his acts
violated section 719 of the Business Corporation Law of New York or (ii) the
liability of any director for any act or omission occurred prior to the adoption
of this indemnification provision by the Registrant.
Item 7. Exemption from Registration Claimed.
- -------------------------------------------
Not applicable, as no restricted securities are to be reoffered or resold
pursuant to this Registration Statement.
Item 8. Exhibits.
- ----------------
No. Description
--- -----------
4.1 Amended and Restated Certificate of Incorporation of the Registrant,
adopted on November 30, 1987, and filed as an exhibit to the Registrant's
Registration Statement on Form 10, filed with the Commission on March 1,
1988, Registration No. 0-16479 (the "Registration Statement"), is hereby
incorporated by reference.
4.2 Amendments to Certificate of Incorporation, adopted on March 8, 1990, and
March 15, 1990, respectively, and filed with the Commission as an exhibit
to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1989, are hereby incorporated herein by reference.
4.3 Amendment to Certificate of Incorporation, adopted on June 29, 1990, and
filed with the Commission as an Exhibit to the Registrant's Form 10-K for
the year ended December 31, 1990, is hereby incorporated herein by
reference.
Page 3 of 8
4.4 Restated Bylaws of the Registrant, adopted on November 30, 1987, and
filed as an exhibit to the Registrant's Registration Statement, is hereby
incorporated by reference.
*4.5 Peoples Telephone Company 1987 Non-Qualified Stock Option Plan, as
amended.
*4.6 Peoples Telephone Company 1987 Non-Qualified Stock Option Plan for Non-
Employee Directors, as amended.
4.7 Peoples Telephone Company, Inc. 1993 Non-Employee Director Stock Option
Plan filed with the Commission as an exhibit to the Registrant's Proxy
Statement for the year ended December 31, 1993, is hereby incorporated
herein by reference.
4.8 Peoples Telephone Company, Inc. 1994 Stock Incentive Plan for Employees
filed with the Commission as an exhibit to the Registrant's Proxy
Statement for the year ended December 31, 1994, is hereby incorporated
herein by reference.
4.9 Employment Agreement, dated January 1, 1994, and related Stock Option
Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and
Jeffrey Hanft, filed with the Commission as an exhibit to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993, is hereby
incorporated by reference.
4.10 Employment Agreement, dated January 1, 1994, and related Stock Option
Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and
Robert D. Rubin, filed with the Commission as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1993, is hereby incorporated by reference.
4.11 Employment Agreement, dated January 1, 1994, and related Stock Option
Plan, dated February 16, 1994, between Peoples Telephone Company, Inc. and
Richard F. Militello, filed with the Commission as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1993, is hereby incorporated by reference.
*4.12 Employment Agreement, dated June 22, 1994, between Peoples Telephone
Company, Inc. and Larry Ellman.
4.13 Employment Agreement, dated July 11, 1994, between Peoples Telephone
Company, Inc. and Bonnie S. Biumi and related Stock Option Agreement,
dated July 11, 1994, filed with the Commission as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994, is hereby incorporated by reference.
4.14 Employment Agreement, dated January 1, 1995, between Peoples Telephone
Company, Inc. and Bruce W. Renard, filed with the Commission as an exhibit
to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1994, is hereby incorporated by reference.
*5 Opinion of Sparber, Kosnitzky, Truxton, Spratt & Brooks, P.A.
Page 4 of 8
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Sparber, Kosnitzky, Truxton, Spratt & Brooks, P.A. (included in
its opinion filed as Exhibit 5).
*24 Powers of Attorney.
- ----------------------------
* Filed herewith
Item 9. Undertakings.
- --------------------
The undersigned Registrant hereby undertakes:
(1) 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
this Registration Statement or any material change to such information in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
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.
(3) 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 Securities 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 Securities 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
Page 5 of 8
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 the City of Miami, State of Florida, on April 12, 1995.
PEOPLES TELEPHONE COMPANY, INC.
By: /s/ Jeffrey Hanft
----------------------------------------
Jeffrey Hanft, Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant in the capacities and on the date indicated:
DATE SIGNATURE TITLE
- ---- --------- -----
April 12, 1995 /s/ Jeffrey Hanft Chairman of the Board, Chief
------------------------
Jeffrey Hanft Executive Officer and Director
April 12, 1995 /s/ Robert D. Rubin President and Director
------------------------
Robert D. Rubin
April 12, 1995 /s/ Richard F. Militello Chief Operating Officer
------------------------
Richard F. Militello
April 12, 1995 /s/ Bonnie S. Biumi Chief Financial Officer
------------------------
Bonnie S. Biumi
April 12, 1995 /s/ Denise Gordon Controller
------------------------
Denise Gordon
April 12, 1995 Director
------------------------
Robert E. Lund
April 12, 1995 /s/ Jody Frank Director
------------------------
Jody Frank
April 12, 1995 Director
------------------------
Richard Whitman
April 12, 1995 /s/ Ronald Gelber Director
------------------------
Ronald Gelber
By: /s/ Jeffrey Hanft
-----------------------------
Jeffrey Hanft, Attorney-in-Fact
Page 6 of 8
INDEX OF EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Page Number
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation
of the Registrant, adopted on November 30, 1987, and
filed as an exhibit to the Registrant's
Registration Statement on Form 10, filed with the
Commission on March 1, 1988, Registration No.
0-16479 (the "Registration Statement"), is hereby
incorporated by reference.
4.2 Amendments to Certificate of Incorporation, adopted
on March 8, 1990, and March 15, 1990, respectively,
and filed with the Commission as an exhibit to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1989, are hereby incorporated
herein by reference.
4.3 Amendment to Certificate of Incorporation, adopted
on June 29, 1990, and filed with the Commission as
an Exhibit to the Registrant's Form 10-K for the
year ended December 31, 1990, is hereby incorporated
herein by reference.
4.4 Restated Bylaws of the Registrant, adopted on
November 30, 1987, and filed as an exhibit to the
Registrant's Registration Statement, is hereby
incorporated by reference.
*4.5 Peoples Telephone Company 1987 Non-Qualified Stock
Option Plan, as amended.
*4.6 Peoples Telephone Company 1987 Non-Qualified Stock
Option Plan for Non-Employee Directors, as amended.
4.7 Peoples Telephone Company, Inc. 1993 Non-Employee
Director Stock Option Plan filed with the Commission
as an exhibit to the Registrant's Proxy Statement
for the year ended December 31, 1993, is hereby
incorporated herein by reference.
4.8 Peoples Telephone Company, Inc. 1994 Stock Incentive
Plan for Employees filed with the Commission as an
exhibit to the Registrant's Proxy Statement for the
year ended December 31, 1994, is hereby incorporated
herein by reference.
4.9 Employment Agreement, dated January 1, 1994, and
related Stock Option Plan, dated February 16, 1994,
between Peoples Telephone Company, Inc. and Jeffrey
Hanft, filed with the Commission as an exhibit to
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, is hereby
incorporated by reference.
Page 7 of 8
INDEX OF EXHIBITS CONTINUED
Exhibit Page Number
- ------- -----------
4.10 Employment Agreement, dated January 1, 1994, and
related Stock Option Plan, dated February 16, 1994,
between Peoples Telephone Company, Inc. and Robert D.
Rubin, filed with the Commission as an exhibit to
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1993, is hereby
incorporated by reference.
4.11 Employment Agreement, dated January 1, 1994, and
related Stock Option Plan, dated February 16, 1994,
between Peoples Telephone Company, Inc. and
Richard F. Militello, filed with the Commission
as an exhibit to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993,
is hereby incorporated by reference.
*4.12 Employment Agreement, dated June 22, 1994, between
Peoples Telephone Company, Inc. and Larry Ellman.
4.13 Employment Agreement, dated July 11, 1994, between
Peoples Telephone Company, Inc. and Bonnie S. Biumi
and related Stock Option Agreement, dated July 11,
1994, filed with the Commission as an exhibit to
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1994, is hereby
incorporated by reference.
4.14 Employment Agreement, dated January 1, 1995, between
Peoples Telephone Company, Inc. and Bruce W. Renard,
filed with the Commission as an exhibit to the
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994, is hereby incorporated
by reference.
*5 Opinion of Sparber, Kosnitzky, Truxton, Spratt &
Brooks, P.A.
*23.1 Consent of Price Waterhouse.
*23.2 Consent of Sparber, Kosnitzky, Truxton, Spratt &
Brooks, P.A. (included in its opinion filed as
Exhibit 5).
*24 Powers of Attorney.
- --------------------------
* Filed herewith
Page 8 of 8