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As filed with the Securities and Exchange Commission on October 2, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
Registration Statement
Under
The Securities Act of 1933
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CITADEL COMMUNICATIONS CORPORATION
(Exact name of issuer as specified in its charter)
Nevada 86-0748219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
140 South Ash Avenue
Tempe, Arizona 85281
(Address of principal executive offices) (Zip Code)
Citadel Communications Corporation 1996 Equity Incentive Plan and
Individual Stock Option Agreements with employees and consultants, each
of which constitutes an employee benefit plan within the meaning of
Rule 405 under the Securities Act.
(full title of plan)
Lawrence R. Wilson
President and Chief Executive Officer
140 South Ash Avenue
Tempe, Arizona 85281
(Name and address of agent for service)
(602) 731-5222
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of Proposed maximum Proposed maximum
Securities to Amount to be offering price aggregate Amount of
be registered registered per share (1) offering price (1) registration fee (1)
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Common Stock 3,045,948
$.001 par value Shares $.97 to $20.03 $16,529,603.49 $4,877
==============================================================================================================================
(1) Calculated in accordance with Rule 457(h) on the basis of the exercise
prices of options granted as follows: 616,464 shares ($.97); 74,118 shares
($1.64); 713,796 shares ($1.79); 30,000 shares ($4.00); 1,148,055 shares
($5.72); 67,500 shares ($10.00); 189,000 shares ($16.00); and, with respect
to 207,015 shares not subject to options granted, in accordance with Rule
457(c) on the basis of the average of the high and low sales prices of the
Company's Common Stock on October 1, 1998.
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INTRODUCTORY STATEMENT
This Registration Statement on Form S-8 is being filed to register
3,045,948 shares of Common Stock, par value $.001 per share (the "Common
Stock"), of Citadel Communications Corporation (the "Company"), for issuance
upon the exercise of options granted or to be granted under the Company's 1996
Equity Incentive Plan and other options granted to employees of, and consultants
to, the Company.
Pursuant to Rule 428(b)(1), promulgated under the Securities Act of
1933, as amended (the "Securities Act"), the information required by Part I of
Form S-8 will be sent or given to employees, as specified in such Rule, in the
form of a prospectus that meets the requirements of Section 10(a) of the
Securities Act. In accordance with the note which precedes the instructions to
Part I of Form S-8, the documents containing the information specified in Part I
of Form S-8 have not been filed with the Securities and Exchange Commission
either as part of this registration statement or as a prospectus or prospectus
supplement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission by the Company under the Securities Act of 1933, as amended
(the "Securities Act"), or the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated herein by reference: (1) the Company's
prospectus dated June 30, 1998 filed on July 1, 1998 pursuant to Rule 424(b)(4)
under the Securities Act; (2) the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 1998; and (3) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A under
Section 12 of the Exchange Act, dated June 23, 1998 and as amended on June 30,
1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration statement
and 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 a part hereof from the date of filing of such
documents. Any statement contained in a document all or a portion of which is
incorporated or deemed to be incorporated by reference herein 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 other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. EXPERTS.
Certain legal matters with respect to the validity of the shares of
common stock offered hereby will be passed upon for the Company by Lionel Sawyer
& Collins, Las Vegas, Nevada.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 78.7502 of the Nevada General Corporation Law (the "NGCL")
empowers a corporation to indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the corporation, and, with respect to any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interest of the
corporation, and with respect to any criminal proceeding, he had reasonable
cause to believe that his conduct was unlawful.
Section 78.7502 of the NGCL also empowers a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including amounts paid in settlement and attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation unless, and only to the extent
that, the court in which such action or suit was brought or other court of
competent jurisdiction shall determine upon application that in view of all the
circumstances of the case, that despite the adjudication of liability such
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 78.7502 of the NGCL further provides that, to the extent that a
director or officer of a corporation has been successful on the merits or
otherwise, in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he must be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith and that indemnification provided for by Section
78.751 of the NGCL shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled, except that such indemnification may not
be made to any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was
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material to the cause of action, unless a court of competent jurisdiction orders
otherwise, utilizing the standard described in the immediately preceding
paragraph.
The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of the offices and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by the officer or
director to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation; these provisions do not affect any rights to advancement of
expenses to which corporate personnel other than officers and directors may be
entitled under any contract or otherwise by law.
Any indemnification referred to above, unless ordered by a court or
paid as incurred in advance of final disposition upon receipt of a proper
undertaking to repay the same, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (i) by the stockholders; (ii) by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding; (iii) if a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or (iv) if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
The Company's Amended and Restated Certificate of Incorporation
provides as follows:
To the full extent permitted by law, the Corporation shall
indemnify 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 of the Corporation or any predecessor of the Corporation or
serves or served any other enterprise as director at the request of the
Corporation or any predecessor of the Corporation.
The Company's Bylaws further implement the permissive provisions of
Section 78.751 of the NGCL discussed above.
As permitted by Section 78.037 of the NGCL, the Company's Amended and
Restated Certificate of Incorporation provides as follows:
To the full extent permitted by the General Corporation Law of
the State of Nevada in effect from time to time and to no greater
extent, no officer or member of the Board of Directors shall be liable
for monetary damages for breach of fiduciary duty in his or her
capacity as an officer or a director in any action brought by or on
behalf of the Corporation or any of its shareholders.
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Section 78.037 currently provides that any such provision of a
corporation's articles of incorporation may not eliminate or limit the liability
of a director or officer for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the payment of dividends
in violation of the NGCL.
The Company maintains insurance to protect persons entitled to
indemnification pursuant to its Amended and Restated Certificate of
Incorporation and Bylaws and the NGCL against expenses, judgments, fines and
amounts paid in settlement, to the fullest extent permitted by the NGCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Indenture dated as of July 1, 1997 among Citadel Broadcasting Company,
Citadel License, Inc. and The Bank of New York, as Trustee, with the
forms of 10 1/4% Senior Subordinated Notes due 2007 and 10 1/4% Series
B Senior Subordinated Notes due 2007 included therein (incorporated by
reference to Exhibit 4.1 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
4.2 Indenture dated as of July 1, 1997 among Citadel Broadcasting Company,
Citadel License, Inc. and The Bank of New York, as Trustee, with the
forms of 13 1/4% Exchange Debentures due 2009 and 13 1/4% Series B
Exchange Debentures due 2009 included therein (incorporated by
reference to Exhibit 4.2 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
4.3 Amendment to Certificate of the Designations, Voting Powers Preferences
and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations or Restrictions of the 13 1/4% Series A
Exchangeable Preferred Stock and the 13 1/4% Series B Exchangeable
Preferred Stock of Citadel Broadcasting Company (incorporated by
reference to Exhibit 3(i)(b) to Citadel Broadcasting Company's
Registration Statement No. 333-36771 on From S-4).
4.4 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4.5 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
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5 Opinion of Lionel Sawyer & Collins (including consent).
23.1 Consent of Lionel Sawyer & Collins (including in its opinion filed
herewith as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Deliotte & Touche LLP.
23.6 Consent of Erwin & Company.
23.7 Consent of Balukoff, Lindstrom & Co., P.A.
24. Power of Attorney (included on signature page).
99.1 Citadel Communications Corporation 1996 Equity Incentive Plan, as
amended (incorporated by reference to Exhibit 10.2 to Citadel
Broadcasting Company's Registration statement No. 333-36771 on Form
S-4).
99.2. Citadel Communications Corporation Nonqualified Stock Option Agreement
made and entered into as of June 28, 1996 between the Company and
Lawrence R. Wilson (incorporated by reference to Exhibit 10.3 to
Citadel Broadcasting Company's Registration Statement No. 333-36771 on
Form S-4).
99.3 Form of Citadel Communications Corporation Stock Option Agreement for
grants effective as of December 21, 1994 (incorporated by reference to
Exhibit 10.4 to Citadel Broadcasting Company's Registration Statement
No. 333-36771 on Form S-4).
99.4 Form of Citadel Communications Corporation Stock Option Agreement for
grants effective as of February 21, 1994 (incorporated by reference to
Exhibit 10.5 to Citadel Broadcasting Company's Registration Statement
No. 333-36771 on Form S-4).
99.5 Deschutes Option Exchange Agreement dated as of December 31, 1996 by
and between the Company and Edward T. Hardy (incorporated by reference
to Exhibit 10.24 to Citadel Broadcasting Company's Amendment No. 1 to
Registration
Statement No. 333-36771 on Form S-4).
99.6 Deschutes Option Exchange Agreement dated as of December 31, 1996 by
and between the Company and Edward T. Hardy (incorporated by reference
to Exhibit
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10.25 to Citadel Broadcasting Company's Amendment No. 1 to Registration
Statement No. 333-36771 on Form S-4).
99.7 Deschutes Option Exchange Agreement dated as of December 31, 1996 by
and between the Company and Charles V. Chackel.
99.8 Form of Citadel Communications Corporation Stock Option Agreement for
grants effective as of January 1, 1996 (incorporated by reference to
Exhibit 10.26 to Citadel Broadcasting Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
99.9 Option Agreement dated as of November 25, 1997 by and between the
Company and Patricia Diaz Dennis.
ITEM 9. UNDERTAKINGS.
(a) 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the registration
statement;
(iii) 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 in the
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.
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(b) 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 (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.
(h) 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 Securities and
Exchange 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.
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Lawrence R. Wilson and Donna L. Heffner and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including 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 al
intends and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their substitute or substitutes, may lawfully do or cause to be done by venture
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Tempe, State of Arizona, on October 2, 1998.
CITADEL COMMUNICATIONS CORPORATION
By: /s/ LAWRENCE R. WILSON
---------------------------------------
Lawrence R. Wilson
Chairman of the Board, Chief Executive
Officer and President
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Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ LAWRENCE R. WILSON Chairman of the Board, Chief October 2, 1998
- ------------------------------------- Executive Officer and
Lawrence R. Wilson President (Principal Executive
Officer)
/s/ DONNA L. HEFFNER Vice President and Chief October 2, 1998
- ------------------------------------- Financial Officer (Principal
Donna L. Heffner Financial and Accounting Officer)
/s/ PATRICIA DIAZ DENNIS Director October 2, 1998
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Patricia Diaz Dennis
/s/ SCOTT E. SMITH Director October 2, 1998
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Scott E. Smith
/s/ TED L. SNIDER, SR. Director October 2, 1998
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Ted L. Snider, Sr.
/s/ JOHN E. VON SCHLEGELL Director October 2, 1998
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John E. Von Schlegell
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CITADEL COMMUNICATIONS CORPORATION
EXHIBIT INDEX
4.1 Indenture dated as of July 1, 1997 among Citadel Broadcasting Company,
Citadel License, Inc. and The Bank of New York, as Trustee, with the
forms of 10 1/4% Senior Subordinated Notes due 2007 and 10 1/4% Series
B Senior Subordinated Notes due 2007 included therein (incorporated by
reference to Exhibit 4.1 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
4.2 Indenture dated as of July 1, 1997 among Citadel Broadcasting Company,
Citadel License, Inc. and The Bank of New York, as Trustee, with the
forms of 13 1/4% Exchange Debentures due 2009 and 13 1/4% Series B
Exchange Debentures due 2009 included therein (incorporated by
reference to Exhibit 4.2 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
4.3 Amendment to Certificate of the Designations, Voting Powers Preferences
and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations or Restrictions of the 13 1/4% Series A
Exchangeable Preferred Stock and the 13 1/4% Series B Exchangeable
Preferred Stock of Citadel Broadcasting Company (incorporated by
reference to Exhibit 3(i)(b) to Citadel Broadcasting Company's
Registration Statement No. 333-36771 on From S-4).
4.4 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3(i) to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 1998).
4.5 Amended and Restated Bylaws of the Company (incorporated by reference
to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1998).
5 Opinion of Lionel Sawyer & Collins (including consent).
23.1 Consent of Lionel Sawyer & Collins (including in its opinion filed
herewith as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of KPMG Peat Marwick LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Deliotte & Touche LLP.
23.6 Consent of Erwin & Company.
23.7 Consent of Balukoff, Lindstrom & Co., P.A.
24. Power of Attorney (included on signature page).
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99.1 Citadel Communications Corporation 1996 Equity Incentive Plan, as
amended (incorporated by reference to Exhibit 10.2 to Citadel
Broadcasting Company's Registration statement No.
333-36771 on Form S-4).
99.2. Citadel Communications Corporation Nonqualified Stock Option Agreement
made and entered into as of June 28, 1996 between the Company and
Lawrence R. Wilson (incorporated by reference to Exhibit 10.3 to
Citadel Broadcasting Company's Registration Statement No. 333- 36771 on
Form S-4).
99.3 Form of Citadel Communications Corporation Stock Option Agreement for
grants effective as of December 21, 1994 (incorporated by reference to
Exhibit 10.4 to Citadel Broadcasting Company's Registration Statement
No. 333-36771 on Form S-4).
99.4 Form of Citadel Communications Corporation Stock Option Agreement for
grants effective as of February 21, 1994 (incorporated by reference to
Exhibit 10.5 to Citadel Broadcasting Company's Registration Statement
No. 333-36771 on Form S-4).
99.5 Deschutes Option Exchange Agreement dated as of December 31, 1996 by
and between the Company and Edward T. Hardy (incorporated by reference
to Exhibit 10.24 to Citadel Broadcasting Company's Amendment No. 1 to
Registration Statement No. 333-36771 on Form S-4).
99.6 Deschutes Option Exchange Agreement dated as of December 31, 1996 by
and between the Company and Edward T. Hardy (incorporated by reference
to Exhibit 10.25 to Citadel Broadcasting Company's Amendment No. 1 to
Registration Statement No. 333-36771 on Form S-4).
99.7 Deschutes Option Exchange Agreement dated as of December 31, 1996 by
and between the Company and Charles V. Chackel.
99.8 Form of Citadel Communications Corporation Stock Option Agreement for
grants effective as of January 1, 1996 (incorporated by reference to
Exhibit 10.26 to Citadel Broadcasting Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997).
99.9 Option Agreement dated as of November 25, 1997 by and between the
Company and Patricia Diaz Dennis.
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