-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DndLt+Jb4tPOS63E/juWeUjjjhUATsDplMCMftmMHsQ4qBafveEJAkS84gGm92FX 6WQBa43n97nOgvY5OnxAbw== 0001012975-99-000169.txt : 19991029 0001012975-99-000169.hdr.sgml : 19991029 ACCESSION NUMBER: 0001012975-99-000169 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991028 EFFECTIVENESS DATE: 19991028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAY COMMUNICATIONS SYSTEMS INC /GA/ CENTRAL INDEX KEY: 0000043196 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 580285030 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-89855 FILM NUMBER: 99736230 BUSINESS ADDRESS: STREET 1: 4370 PEACHTREE ROAD NE CITY: ALBANY STATE: GA ZIP: 30319 BUSINESS PHONE: 9128889390 MAIL ADDRESS: STREET 1: 4370 PEACHTREE ROAD NE CITY: ALBANY STATE: GA ZIP: 30319 S-8 1 As filed with the Securities and Exchange Commission on October 28, 1999 Registration No. 333-15711 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- GRAY COMMUNICATIONS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Georgia 58-0285030 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 4370 Peachtree Road, N.E. Atlanta, Georgia 30319 (Address of principal executive offices) (Zip code) Gray Communications Systems, Inc. 1992 Long-Term Incentive Plan (Full title of the plan) James C. Ryan Gray Communications Systems, Inc. 4370 Peachtree Road, N.E. Atlanta, Georgia 30319 (404) 266-8333 (Name, address and telephone number, including area code, of agent for service) ------------------- Copies to: Henry O. Smith III Proskauer Rose LLP 1585 Broadway New York, New York 10036 (212) 969-3000 CALCULATION OF REGISTRATION FEE Title of securities to Amount to be Proposed maximum Proposed maximum Amount of be registered registered(1) offering price per unit(2) aggregate offering price(2) registration fee - -------------------- --------------- --------------------------- --------------------------- ------------------- Class B Common Stock, 1,000,000 shares $14.375 $14,375,000 $3,996.25 no par value
(1) Represents additional shares of Class B common stock, no par value (the "Class B Common Stock"), of Gray Communications Systems, Inc. (the "Registrant") which may be granted under the Registrant's 1992 Long-Term Incentive Plan (the "Plan") pursuant to an amendment to the Plan adopted at the Registrant's 1999 Annual Meeting of Stockholders. There is an effective registration statement (Registration No. 333-15711) relating to the issuance under the Plan of 600,000 shares of Class B Common Stock and 300,000 shares of Class A Common Stock, no par value (the "Class A Common Stock"), in each case, after giving effect to a 50% stock dividend on the Class A Common Stock and Class B Common Stock paid to shareholders on September 16, 1998. Pursuant to Rule 416 under the Act, there are also being registered such additional indeterminate number of shares as may be required to cover possible adjustments under the Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The maximum offering price per share is based upon the average of the high and low sales prices of the Class B Common Stock, as reported on The New York Stock Exchange on October 25, 1999. 1 EXPLANATORY NOTE The contents of the Registration Statement on Form S-8 of Gray Communications Systems, Inc. filed with the Securities and Exchange Commission on November 6, 1996 (Commission File No. 333-15711), relating to the registration of 600,000 shares of Class B Common Stock and 300,000 shares of Class A Common Stock (in each case, after giving effect to a 50% stock dividend on the Class A Common Stock and Class B Common Stock paid to shareholders on September 16, 1998), authorized for issuance under the Plan is incorporated by reference in its entirety herein in accordance with General Instruction E to Form S-8. This Registration Statement provides for the registration of an additional 1,000,000 shares of Class B Common Stock authorized for issuance under the Plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits. -------- --------- 5 Opinion of Heyman & Sizemore re: validity of securities 23.1 Consent of Ernst & Young LLP as to the use of its report on the financial statements for Gray Communications Systems, Inc. 23.2 Consent of Heyman & Sizemore (included in Exhibit 5) 24 Power of Attorney (see signature page) II-1 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 Atlanta, State of Georgia, on October 25, 1999. GRAY COMMUNICATIONS SYSTEMS, INC. By /s/ J. Mack Robinson ------------------------- J. Mack Robinson President and Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose signature appears below hereby constitutes and appoints Robert S. Prather, Jr. and James C. Ryan, or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his or her behalf individually and in any and all capacities any and all amendments (including post-effective amendments) to a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of shares of Class B Common Stock of Gray Communications Systems, Inc. under the 1992 Long-Term Incentive Plan of Gray Communications Systems, Inc. and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and things requisite or necessary to be done, and to execute all such other documents as they, or either of them, may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents, or either of them, may lawfully do or cause to be done by virtue hereof. 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. Signatures Title Date /s/ J. Mack Robinson President, Chief Executive Officer October 25, 1999 - ---------------------- and Director J. Mack Robinson (principal executive officer) /s/ James C. Ryan Vice President-Finance (principal October 25, 1999 - ---------------------- financial and accounting officer) James C. Ryan /s/ Richard L. Boger Director October 26, 1999 - ---------------------- Richard L. Boger II-2 /s/ Hilton H. Howell, Jr. Director October 8, 1999 - ---------------------- Hilton H. Howell, Jr. /s/ William E. Mayher III Chairman of the Board of Directors October 12, 1999 - ---------------------- William E. Mayher III /s/ Zell Miller Director October 11, 1999 - ---------------------- Zell Miller /s/ Howell W. Newton Director October 25, 1999 - ---------------------- Howell W. Newton /s/ Hugh Norton Director October 11, 1999 - ---------------------- Hugh Norton /s/ Robert S. Prather, Jr.Director October 25, 1999 - ---------------------- Robert S. Prather, Jr. /s/ Harriett J. Robinson Director October 8, 1999 - ---------------------- Harriett J. Robinson II-3 EX-5 2 EXHIBIT 5 October 21, 1999 [Letterhead of Heyman & Sizemore] Gray Communications Systems, Inc. 4370 Peachtree Road, N.E. Atlanta, Georgia 30319 Ladies and Gentlemen: We are acting as counsel to Gray Communications Systems, Inc., a Georgia corporation (the "Company"), in connection with the Registration Statement on Form S-8 with exhibits thereto (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder, relating to the registration of an additional 1,000,000 shares of Class B Common Stock, no par value (the "Shares"), of the Company to be issued by the Company pursuant to the Company's 1992 Long-Term Incentive Plan (the "Plan"). As such counsel, we have participated in the preparation of the Registration Statement and have reviewed the corporate minutes relating to the issuance of the Shares pursuant to the Plan and have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all such corporate records, documents, agreements, and instruments relating to the Company, and certificates of public officials and of representatives of the Company, and have made such investigations of law, and have discussed with representatives of the Company and such other persons such questions of fact, as we have deemed proper and necessary as a basis for rendering this opinion. Based upon, and subject to, the foregoing, we are of the opinion that the Shares are duly authorized and, upon issuance of the Shares in accordance with the terms of the Plan, will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, Heyman & Sizemore /s/ Neal H. Ray Neal H. Ray EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement pertaining to the Gray Communications Systems, Inc. 1992 Long-Term Incentive Plan of our report, dated January 26, 1999, with respect to the consolidated financial statements of Gray Communications Systems, Inc. (the "Company") included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998. /s/ Ernst & Young LLP Atlanta, Georgia October 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----