-----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, HxQsdpWin4fBhZ0LZVeJYuGmJSMLZ5WlqdsvIx7D3mWXx/yvKCk1yKVeidX/Aj13 wztajybOBsyPs3d4WqVgRw== 0000938492-96-000217.txt : 19961031 0000938492-96-000217.hdr.sgml : 19961031 ACCESSION NUMBER: 0000938492-96-000217 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961030 EFFECTIVENESS DATE: 19961030 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WINSTAR COMMUNICATIONS INC CENTRAL INDEX KEY: 0000868797 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 133585278 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-87568 FILM NUMBER: 96649945 BUSINESS ADDRESS: STREET 1: 230 PARK AVENUE SUITE 3126 CITY: NEW YORK STATE: NY ZIP: 10169 BUSINESS PHONE: 2126877577 FORMER COMPANY: FORMER CONFORMED NAME: ROBERN INDUSTRIES INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: ROBERN APPAREL INC DATE OF NAME CHANGE: 19600201 S-8 POS 1 1992 PERFORMANCE EQUITY PLAN As filed with the Securities and Exchange Commission on October 30, 1996 Registration No. 33-87568 - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- Post-Effective Amendment No. 1 to Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- WINSTAR COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 13-3585278 (State or Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 230 PARK AVENUE, SUITE 3126 NEW YORK, NEW YORK 10169 (Address of principal executive offices) 1992 PERFORMANCE EQUITY PLAN (Full title of the Plan) WILLIAM J. ROUHANA, JR., Chairman of the Board and Chief Executive Officer WinStar Communications, Inc. 230 Park Avenue, Suite 3126 New York, New York 10169 (212) 687-7577 (Name, address and telephone number, including area code, of agent for service) with a copy to: DAVID ALAN MILLER, Esq. Graubard Mollen & Miller 600 Third Avenue New York, New York 10016 (212) 818-8800 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Proposed maximum Proposed maximum Amount to be offering price aggregate Amount of Title of Securities to be registered registered per share offering price registration fee =================================================================================================================================== Common Stock issuable upon exercise of additional options which may be granted under the Registrant's 1992 Performance Equity Plan ("1992 Plan") 500,000 shares $19.84375(1) $9,921,875.00 $3,421.34 =================================================================================================================================== (1) Based upon the last sale price of the Common Stock, as reported by Nasdaq, on October 24, 1996, in accordance with Rule 457 (c) promulgated under the Securities Act.
--------------------- In accordance with the provisions of Rule 462 promulgated under the Securities Act, the Registration Statement will become effective upon filing with the Securities and Exchange Commission. The Registration Statement, including all exhibits and attachments, contains 8 pages. The exhibit index may be found on page 5 of the consecutively numbered pages of the Registration Statement. --------------------- PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information * Item 2. Registrant Information and Plan Annual Information * * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of the Instructions to Form S-8. I-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT The contents of the Registration Statement on Form S-8 (No. 33-87568) previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") on December 19, 1994 are incorporated by reference in this Registration Statement. On April 26, 1996, the Board of Directors of the Registrant approved an amendment to the 1992 Plan to increase the number of shares available under the 1992 Plan from 1,000,000 shares to 1,500,000 shares. Such amendment was approved by the stockholders of the Registrant on June 27, 1996. Accordingly, the Registrant is filing this Registration Statement to register the additional 500,000 shares of Common Stock available for issuance under the 1992 Plan. II-1 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 New York, State of New York, on this 25th day of October, 1996. WINSTAR COMMUNICATIONS, INC. By: /s/ William J. Rouhana, Jr. ----------------------------------- William J. Rouhana, Jr. Chairman of the Board of Directors and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Rouhana, Jr. and Fredric E. von Stange his true and lawful attorneys-in-fact and agents, each acting alone, 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 to this Registration Statement, including post-effective amendments, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the 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 all intents and purposes as he might or could do in person, and hereby ratifies and confirms all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. /s/ William J. Rouhana, Jr. Chairman of the Board of October 25, 1996 - ----------------------------- Directors and Chief William J. Rouhana, Jr. Executive Officer (and principal executive officer) /s/ Nathan Kantor President, Chief Operating October 25, 1996 - ----------------------------- Officer and Director Nathan Kantor /s/ Steven G. Chrust Vice Chairman of the Board October 25, 1996 - ----------------------------- of Directors Steven G. Chrust /s/ Fredric E. von Stange Executive Vice President, October 25, 1996 - ----------------------------- Chief Financial Officer Fredric E. von Stange and Director (and principal accounting officer) /s/ Bert W. Wasserman Director October 25, 1996 - ----------------------------- Bert W. Wasserman /s/ William J. vanden Heuvel Director October 25, 1996 - ----------------------------- William J. vanden Heuvel /s/ William Harvey Director October 25, 1996 - ----------------------------- William Harvey /s/ Steven B. Magyar Director October 25, 1996 - ----------------------------- Steven B. Magyar II-2 EXHIBITS Exhibit No. Description 4.1 1992 Performance Equity Plan of the Registrant (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form S-8 (No. 33-87568)) 5.1 Opinion of Graubard Mollen & Miller (filed herewith) 23.1 Consent of Grant Thornton LLP, independent accountant for Registrant (filed herewith) 23.2 Consent of Graubard Mollen & Miller (included in Exhibit 5.1) II-3 EX-5.1 2 OPINION LETTER EXHIBIT 5.1 GRAUBARD MOLLEN & MILLER 600 Third Avenue New York, NY 10016 October 30, 1996 WinStar Communications, Inc. 230 Park Avenue Suite 3126 New York, New York 10169 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as counsel to you in connection with the purchase and offering by WinStar Communications, Inc. ("Company"), of up to 500,000 shares ("Shares") of the Company's Common Stock, $.01 par value per share, pursuant to options which have been or may be granted under the Company's 1992 Performance Equity Plan ("1992 Plan"). In such capacity, we have examined, signed and conformed copies of the Registration Statement on Form S-8 relating to the Shares filed by the Company with the Securities and Exchange Commission ("Commission") under the Securities Act of 1933, as amended ("Securities Act") on October 30, 1996, (hereinafter referred to as the "Registration Statement"), and have examined the Prospectus dated October 30, 1996 relating to the Shares ("Prospectus"). We have also examined, among other documents, signed copies of the Stock Option Agreements between the Company and the grantees of options under the 1992 Plan, copies of the Certificate of Incorporation, as amended, and By-Laws of the Company, as amended, and copies of resolutions adopted by the Company's Board of Directors relating, among other things, to the authorization and sale of the Shares. In addition, we have examined and relied upon, to the extent we deemed such reliance proper, certificates of officers and directors of the Company, certificates of certain public officials and such other records and documents as we have considered necessary and proper in order that we may render the opinion hereinafter set forth. We have assumed the authenticity of such Certificate of Incorporation, as amended, By-Laws, as amended, resolutions, certificates, records and other documents examined by us and the correctness of all statements of fact contained therein, and nothing has come to our attention which indicates that such documents and other items are not authentic or correct. With respect to such examination, we have assumed the genuineness of all signatures appearing on all documents presented to us as originals and the conformity to originals of all documents presented to us as conformed or reproduced documents. We have not examined the certificates for the Shares other than specimens thereof. As members of the Bar of the State of New York, we do not purport to be experts in the laws of any jurisdiction other than the State of New York and with respect to the federal laws of the United States. WinStar Communications, Inc. October 30, 1996 Page 2 Based on the foregoing, we are of the opinion that the Shares being offered pursuant to the Stock Option Agreements and the terms of the 1992 Plan have been duly authorized and, when issued and delivered against payment therefor, as contemplated by the Registration Statement and the Stock Option Agreements, will be validly issued and fully paid and nonassessable. This letter is being delivered to you solely for your benefit and may not be relied upon in any manner by any other person. Very truly yours, /s/ Graubard Mollen & Miller GRAUBARD MOLLEN & MILLER EX-23.1 3 CONSENT OF ACCOUNTANTS EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated March 8, 1996, accompanying the consolidated financial statements of WinStar Communications, Inc. and Subsidiaries appearing in the Transition Report on Form 10-KSB for the ten months ended December 31, 1995 which is incorporated by reference in the Registration Statement and Prospectus. We consent to the use of the aforementioned report and the incorporation by reference in the Registration Statement and Prospectus. /s/ Grant Thornton LLP - -------------------------- GRANT THORNTON LLP New York, New York October 29, 1996 -----END PRIVACY-ENHANCED MESSAGE-----