1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
REGISTRATION NO. 333-56231
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
OPTEL, INC.
(Exact name of registrant as specified in its charter)
---------------------
DELAWARE 4841 95-4495524
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
1111 W. MOCKINGBIRD LANE
DALLAS, TEXAS 75247
(214) 634-3800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
---------------------
LOUIS BRUNEL, PRESIDENT AND CHIEF EXECUTIVE OFFICER
OPTEL, INC.
1111 W. MOCKINGBIRD LANE
DALLAS, TEXAS 75247
(214) 634-3800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copies to:
ERIC SIMONSON, ESQ. MICHAEL E. KATZENSTEIN, ESQ. JONATHAN A. SCHAFFZIN, ESQ.
KRONISH, LIEB, WEINER & HELLMAN LLP OPTEL, INC. CAHILL GORDON & REINDEL
1114 AVENUE OF THE AMERICAS 1111 W. MOCKINGBIRD LANE 80 PINE STREET
NEW YORK, NEW YORK 10036-7798 DALLAS, TEXAS 75247 NEW YORK, NEW YORK 10005
(212) 479-6000 (214) 634-3800 (212) 701-3000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES NUMBER OF SHARES OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PER SHARE PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par
value $.01 per share.... $100,000,000 $29,500(2)
==========================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act.
(2) Previously paid.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Dallas,
State of Texas, on this 24th day of June, 1998.
OPTEL, INC.
By: /s/ LOUIS BRUNEL
----------------------------------
Louis Brunel
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
SIGNATURE TITLE DATE
--------- ----- ----
Principal Executive Officer:
/s/ LOUIS BRUNEL President and Chief Executive June 24, 1998
- ----------------------------------------------------- Officer
Louis Brunel
Principal Financial and Accounting Officers:
* Chief Financial Officer June 24, 1998
- -----------------------------------------------------
Bertrand Blanchette
* Controller June 24, 1998
- -----------------------------------------------------
Craig Milacek
Other Directors:
* Chairman of the Board June 24, 1998
- -----------------------------------------------------
Claude Chagnon
* Vice Chairman of the Board June 24, 1998
- -----------------------------------------------------
Alain Michel
/s/ LOUIS BRUNEL Director June 24, 1998
- -----------------------------------------------------
Louis Brunel
* Director June 24, 1998
- -----------------------------------------------------
Christian Chagnon
* Director June 24, 1998
- -----------------------------------------------------
William O. Hunt
* Director June 24, 1998
- -----------------------------------------------------
Lynn McDonald
*By: /s/ LOUIS BRUNEL
-------------------------------
Louis Brunel
as attorney in fact
II-7
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1 -- Proposed Form of Underwriting Agreement.*
2.1 -- Purchase Agreement (the "ICS Purchase Agreement") among
OpTel, ICS and ICS Licenses, Inc. dated as of March 4,
1998.(4)
2.2 -- Amendment Number One to the ICS Purchase Agreement dated
as of March 4, 1998.(4)
2.3 -- Purchase Agreement (the "Phonoscope Purchase Agreement")
dated as of August 13, 1997 among OpTel, Phonoscope,
Ltd., Phonoscope Management L.C., Lee Cook, Alton Cook
and Lee Cook Family Trust.(2)
2.4 -- Amendment Number One to the Phonoscope Purchase Agreement
dated as of August 13, 1997.(4)
2.5 -- Amendment Number Two to the Phonoscope Purchase Agreement
dated as of August 13, 1997.(4)
3.1 -- Amended and Restated Certificate of Incorporation of
OpTel, together with all amendments thereto.*
3.2 -- Amended and Restated Bylaws of OpTel.*
4.1 -- See the Amended and Restated Certificate of Incorporation
and the amendments thereto filed as Exhibit 3.1 and the
Amended and Restated Bylaws filed as Exhibit 3.2.
4.2 -- Certificate of Designation of Voting Power, Designations,
Preferences, Limitations, Restrictions and Relative
Rights of the Series A Preferred.(4)
4.3 -- Certificate of Designation of Voting Power, Designations,
Preferences, Limitations, Restrictions and Relative
Rights of the Series B Preferred.(4)
4.4 -- Registration Agreement, dated as of February 14, 1997,
between OpTel and Salomon Brothers Inc and Merrill Lynch,
Pierce, Fenner & Smith Incorporated.(1)
4.5 -- Common Stock Registration Rights Agreement, dated as of
February 14, 1997, among OpTel, VPC, GVL and Salomon
Brothers Inc and Merrill Lynch, Pierce, Fenner & Smith
Incorporated and U.S. Trust Company of Texas, N.A.(1)
4.6 -- Registration Rights Agreement, dated as of August 15,
1997, between OpTel and CDPQ.(2)
4.7 -- Registration Rights Agreement dated as of April 9, 1998
between OpTel, ICS, Nomura and MCI.(4)
4.8 -- Warrant Agreement dated as of September 1, 1996 between
OpTel and James A. Kofalt.(1)
4.9 -- Warrant Agreement, dated as of July 11, 1997, between
OpTel and Rory O. Cole.(2)
4.10 -- Indenture, dated as of February 14, 1997, between OpTel
and U.S. Trust Company of Texas, N.A., as Trustee.(1)
4.11 -- Form of Senior Note (included in Exhibit 4.10).(1)
4.12 -- Escrow Agreement, dated as of February 14, 1997, between
OpTel and U.S. Trust Company of Texas, N.A., as Trustee
and as Escrow Agent.(1)
5.1 -- Opinion of Kronish, Lieb, Weiner & Hellman LLP.*
8.1 -- Opinion of Kronish, Lieb, Weiner & Hellman LLP re: Tax
matters (included in Exhibit 5.1)
10.1 -- Stockholders' Agreement, dated as of December 22, 1994,
between VPC, Vanguard, Vanguard Communications, Inc.
("General Partner") and OpTel.(1)
4
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.2 -- Registration Rights Agreement, dated as of December 22,
1994, between OpTel and Vanguard.(1)
10.3 -- Settlement Agreement, dated as of August 1, 1996, between
Vanguard, General Partner, Pacific Capital Group, Inc.
("Pacific"), VPC, OpTel and GVL.(1)
10.4 -- Amendment, dated as of February 17, 1997, between
Vanguard, General Partner, Pacific, VPC, OpTel and
GVL.(1)
10.5 -- Form of Convertible Note (included as Exhibit B to the
Amendment referenced as Exhibit 10.4 hereto) and a list
of the issue dates and principal amounts of all
outstanding Convertible Notes (included as Schedule 1 to
the Amendment referenced as Exhibit 10.4 hereto).(1)
10.6 -- Stockholders' Agreement dated as of August 15, 1997 by
and among VPC, CDPQ and OpTel.(3)
10.7 -- Stockholders' Agreement dated as of April 9, 1998 among
OpTel, Nomura, MCI, GVL and ICS.(4)
10.8 -- Lease Agreement dated July 25, 1995 between Space Center
Dallas, Inc. and OpTel.(1)
10.9 -- First Amendment to Lease Agreement dated August 8, 1996
between Space Center Dallas, Inc. and OpTel.(1)
10.10 -- Restated Incentive Stock Plan of OpTel.*
10.11 -- Annual Bonus Plan of OpTel.(1)
10.12 -- 1998 Employee Stock Purchase Plan of OpTel.*
10.13 -- Employment Agreement between Louis Brunel and OpTel dated
November 15, 1996.(1)
10.14 -- Employment Agreement between Rory Cole and OpTel dated
January 3, 1997.(1)
10.15 -- Employment Agreement between Michael Katzenstein and
OpTel dated September 18, 1995.(1)
10.16 -- Separation and Consulting Agreement, dated as of
September 1, 1996, between OpTel and James A. Kofalt.(1)
10.17 -- Separation Agreement dated as of July 11, 1997, between
OpTel and Rory O. Cole.(4)
10.18 -- Assignment Agreement, dated as of February 14, 1997,
among TVMAX, Sunshine Television Entertainment, Inc.,
Richey Pacific Cablevision, Inc., IRPC Arizona, Inc. and
THI.(1)
10.19 -- Equipment License and Services Agreement, dated as of
February 14, 1997, between TVMAX and THI.(1)
10.20 -- Form of Shareholders Option Agreement, dated as of
February 14, 1997, between TVMAX and each of the
shareholders of THI, together with a list of the
shareholders of THI.(1)
10.21 -- Option Agreement, dated as of February 14, 1997, between
TVMAX and THI.(1)
10.22 -- City of Houston, Texas, Ordinance No. 89-338 dated March
29, 1989 granting to PrimeTime Cable Partners I, Ltd. the
right to operate for 15 years a Community Antenna
Television System, and subsequent ordinances consenting
to assignment of rights to EagleVision and to TVMAX
Communications (Texas), Inc.(1)
10.23 -- City of Houston, Texas, Ordinance No. 97-285 dated March
19, 1997, granting TVMAX Communications (Texas), Inc. a
temporary permit to operate a Telecommunications
Network.(1)
5
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.24 -- City of Houston, Texas, Ordinance No. 97-1088 dated
September 3, 1997, extending to TVMAX Communications
(Texas), Inc. a temporary permit to operate a
Telecommunications Network (originally granted pursuant
to the permit referenced in Exhibit 10.23 hereto).(2)
10.25 -- City of Houston, Texas, Ordinance No. 97-1567 dated
December 23, 1997, granting to TVMAX Communications
(Texas), Inc. a franchise to operate a Telecommunications
Network (superseding and replacing the temporary permits
referenced in Exhibits 10.23 and 10.24 hereto).(4)
10.26 -- Amendment Number 001 to the Videotron/Lucent Agreement,
dated August 28, 1997, among Videotron Telecom Ltee and
Lucent Technologies Canada Inc. and TVMAX and Lucent
Technologies Inc.(2)
10.27 -- Credit Agreement dated as of December 19, 1997 (the
"Credit Agreement") among TVMAX, OpTel, Goldman Sachs
Credit Partners L.P., as arranger and syndication agent,
Canadian Imperial Bank of Commerce, individually and as
administrative agent, General Electric Capital
Corporation, individually and as documentation agent, and
the lenders party thereto from time to time
(collectively, the "Lenders").(4)
10.28 -- First Amendment to the Credit Agreement dated as of April
29, 1998.(4)
10.29 -- Guaranty dated as of December 19, 1997 between OpTel and
the Lenders.*
10.30 -- Pledge Agreement dated as of December 19, 1997 between
OpTel and the Lenders.*
10.31 -- Security Agreement dated as of December 19, 1997 between
OpTel and the Lenders.*
10.32 -- Subordination Agreement dated as of December 19, 1997
among OpTel, GVL and the Lenders.*
10.33 -- Interconnection Agreement under Sections 251 and 252 of
the Telecom Act by and between Southwestern Bell
Telephone Company and OpTel (Texas) Telecom, Inc.(2)
10.34 -- Residential Reseller Agreement dated as of May 29, 1998
by and between Teleport Communications Group Inc. and
TVMAX.
10.35 -- Strategic Alliance Agreement dated as of March 10, 1998
between I(3)S, Inc. and TVMAX.
21.1 -- List of Subsidiaries of the Company.(3)
23.1 -- Consent of Kronish, Lieb, Weiner & Hellman LLP included
in Exhibit 5.1.
23.2 -- Consent of Deloitte & Touche LLP.(4)
24.1 -- Power of Attorney is set forth on the signature page of
this Registration Statement.
- ---------------
(1) Filed as an exhibit to the Company's registration statement on Form S-4
filed with the Commission on April 10, 1997.
(2) Filed as an exhibit to the Company's 10-K filed with the Commission for
fiscal year ended August 31, 1997.
(3) Filed as an exhibit to the Company's 10-K/A filed with the Commission for
fiscal year ended August 31, 1997.
(4) Filed as exhibit to the Company's registration statement on Form S-1 filed
with the Commission on June 5, 1998.
* To be filed by Amendment to this Registration Statement.