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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1999
REGISTRATION NO. 333-56231
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OPTEL, INC.
(Exact name of registrant as specified in its charter)
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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)
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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)
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Copies to:
RALPH J. SUTCLIFFE, 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
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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. [ ]
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CALCULATION OF REGISTRATION FEE
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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
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Class A Common Stock, par
value $.01 per share.... $100,000,000 $29,500(2)
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457 under the Securities Act.
(2) Previously paid on June 5, 1998.
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company has duly
caused this Amendment No. 5 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 30th day of March, 1999.
OPTEL, INC.
By: /s/ BERTRAND BLANCHETTE
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Bertrand Blanchette
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 5 to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
SIGNATURE TITLE DATE
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Principal Executive Officer:
* President and Chief Executive March , 1999
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Louis Brunel
Principal Financial and Accounting Officers:
/s/ BERTRAND BLANCHETTE Chief Financial Officer March 30, 1999
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Bertrand Blanchette
* Controller March , 1999
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Craig Milacek
Directors:
* Chairman of the Board March , 1999
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Andre Chagnon
* Vice Chairman of the Board March , 1999
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Alain Michel
* Director March , 1999
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Louis Brunel
* Director March , 1999
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Frederick W. Benn
* Director March , 1999
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Christian Chagnon
* Director March , 1999
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William O. Hunt
* Director March , 1999
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R. Douglas Leonhard
II-8
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SIGNATURE TITLE DATE
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* Director March , 1999
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Lynn McDonald
* Director March , 1999
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Jayne L. Stowell
*By: /s/ BERTRAND BLANCHETTE
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Bertrand Blanchette
as attorney-in-fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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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.*
3.3 -- Certificate of Designation of Voting Power, Designations,
Preferences, Limitations, Restrictions and Relative
Rights of the Series A Preferred.(4)
3.4 -- Certificate of Designation of Voting Power, Designations,
Preferences, Limitations, Restrictions and Relative
Rights of the Series B Preferred.(4)
4.1 -- See the Amended and Restated Certificate of Incorporation
and amendments thereto filed as Exhibit 3.1 and the
Amended and Restated Bylaws filed as Exhibit 3.2.
4.2 -- Indenture, dated as of February 14, 1997, between OpTel
and U.S. Trust Company of Texas, N.A., as Trustee and as
Escrow Agent.(1)
4.3 -- Form of 1997 Note (included in Exhibit 4.2).(1)
4.4 -- 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)
4.5 -- Indenture dated as of July 7, 1998 between OpTel and U.S.
Trust Company of Texas, N.A., as Trustee.(5)
4.6 -- Form of 1998 Note (included in Exhibit 4.5).(5)
4.7 -- Escrow Agreement, dated as of July 7, 1998 between OpTel
and U.S. Trust Company of Texas, N.A., as Trustee and
Escrow Agent.(5)
4.8 -- Form of Stock Certificate for the Common Stock.*
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 August 15, 1997 by
and among VPC, CDPQ and OpTel.(3)
10.2 -- Stockholders' Agreement dated as of April 9, 1998 among
OpTel, Nomura, MCI, GVL and ICS.(4)
10.3 -- 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)
10.4 -- Registration Rights Agreement, dated as of August 15,
1997, between OpTel and CDPQ.(2)
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EXHIBIT
NUMBER DESCRIPTION
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10.5 -- Registration Rights Agreement dated as of April 9, 1998,
between OpTel, ICS, Nomura and MCI.(4)
10.6 -- Warrant Agreement dated as of September 1, 1996, between
OpTel and James A. Kofalt.(1)
10.7 -- Warrant Agreement, dated as of July 11, 1997, between
OpTel and Rory O. Cole.(2)
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, dated June 4,
1998, as amended on January 25, 1999.*
10.11 -- Annual Bonus Plan of OpTel.(1)
10.12 -- 1998 Employee Stock Purchase Plan of OpTel.*
10.13 -- Employment Agreement between Bertrand Blanchette and
OpTel, dated June 17, 1996.(6)
10.14 -- Employment Agreement between Stephen Dube and OpTel,
dated November 19, 1996.(6)
10.15 -- Employment Agreement between Lynn Zera and OpTel, dated
November 7, 1995.(6)
10.16 -- Employment Agreement between Louis Brunel and OpTel dated
November 15, 1996.(1)
10.17 -- Employment Agreement between Michael Katzenstein and
OpTel dated September 18, 1995.(1)
10.17(a) -- Employment Agreement between Michael Katzenstein and
OpTel dated January 14, 1998.(6)
10.18 -- Separation Agreement dated as of July 11, 1997, between
OpTel and Rory O. Cole.(4)
10.19 -- 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)
10.20 -- 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)
10.21 -- 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 10.20 hereto).(2)
10.22 -- 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 10.20 and 10.21 hereto).(4)
10.23 -- 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)
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EXHIBIT
NUMBER DESCRIPTION
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10.24 -- Interconnection Agreement under Sections 251 and 252 of
the Telecom Act by and between Southwestern Bell
Telephone Company and OpTel (Texas) Telecom, Inc.(2)
10.25 -- Residential Reseller Agreement dated as of May 29, 1998
by and between Teleport Communications Group Inc. and
TVMAX.(7)**
10.26 -- Strategic Alliance Agreement dated as of March 10, 1998
between I(3)S, Inc. and TVMAX.(6)**
10.27 -- EchoStar Satellite Corporation MDU Dealer Agreement,
dated as of January 14, 1999, by and between EchoStar and
TVMAX Telecom, Inc.***
10.28 -- Conversion and Exchange Agreement.*
21.1 -- List of subsidiaries of OpTel.*
23.1 -- Consent of Kronish Lieb Weiner & Hellman LLP (included in
exhibit 5.1).
23.2 -- Consent of Deloitte & Touche LLP.
24.1 -- Power of Attorney as set forth on the signature page of
this Registration Statement filed with the Commission on
June 5, 1998.
24.2 -- Power of Attorney.
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(1) Filed as an exhibit to OpTel's registration statement on Form S-4 filed
with the Commission on April 10, 1997, and incorporated herein by
reference.
(2) Filed as an exhibit to the Company's 10-K filed with the Commission for
fiscal year ended August 31, 1997, and incorporated herein by reference.
(3) Filed as an exhibit to the Company's 10-K/A filed with the Commission for
fiscal year ended August 31, 1997, and incorporated herein by reference.
(4) Filed as an exhibit to OpTel's registration statement on Form S-1 filed
with the Commission on June 5, 1998, and incorporated herein by reference.
(5) Filed as an exhibit to Amendment No. 2 to OpTel's registration statement
on Form S-1/A filed with the Commission on August 14, 1998, and
incorporated herein by reference.
(6) Filed as an exhibit to OpTel's registration statement on Form S-4 filed
with the Commission on September 4, 1998, and incorporated herein by
reference.
(7) Filed as an exhibit to Amendment No. 1 to OpTel's registration statement
on Form S-4 filed with the Commission on October 9, 1998, and incorporated
herein by reference.
* To be filed by Amendment to this Registration Statement.
** The Commission granted the Company's request for confidential treatment of
portions of this document in an order dated October 9, 1998.
*** Filed pursuant to a request for confidential treatment of portions of this
document filed with the Commission on March 31, 1999.