-----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, JuWCcPZ05at8WVyBdgG9jAi9aaljFd70bHFBvUrcj+uV3WrDZUtj30IEJ51jOWyE ChciBxZKPT8eRWxTacDYBw== 0000870762-98-000002.txt : 19980126 0000870762-98-000002.hdr.sgml : 19980126 ACCESSION NUMBER: 0000870762-98-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980123 EFFECTIVENESS DATE: 19980123 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0000870762 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133221852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44761 FILM NUMBER: 98511336 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068480 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CELLULAR INC DATE OF NAME CHANGE: 19600201 S-8 1 FORM S-8 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR COMMUNICATIONS INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-3221852 (State of incorporation) (I.R.S. employer identification no.) 110 EAST 59TH STREET, NEW YORK, NEW YORK 10022 (Address of principal executive offices, zip code) CELLULAR COMMUNICATIONS INTERNATIONAL, INC. 1991 EMPLOYEE STOCK OPTION PLAN (Full title of the Plan) RICHARD J. LUBASCH, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL, TREASURER AND SECRETARY CELLULAR COMMUNICATIONS INTERNATIONAL, INC. 110 EAST 59TH STREET NEW YORK, NEW YORK 10022 (212)906-8480 (Name, address and telephone number, including area code, of agent for service) Copies to: THOMAS H. KENNEDY, ESQ. SKADDEN, ARPS, SLATE, MEAGHER & FLOM 919 THIRD AVENUE NEW YORK, NEW YORK 10022 (212)735-2526 CALCULATION OF REGISTRATION FEE
================================================================================================================================== Title of Securities to be Amount to be Proposed Maximum Proposed Maximum Amount of Regis- Registered Registered Offering Price Aggregate Offering tration Fee (3) Per Share(1)(2) Price (2) - ---------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value 109,500 (4) $48.8125 $5,344,969 $1,576.77 $0.01 per share (including Series A Junior Participating Preferred Stock Purchase Rights)(5) ==================================================================================================================================
(1) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended (the "Securities Act"), on the basis of the average of the high and low sale prices for a share of Common Stock on the National Association of Securities Dealers, Inc. Automated Quotations/Stock Market on January 20, 1998. (2) Estimated solely for the purpose of calculating the registration fee. (3) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act. (4) Plus such additional number of shares of Common Stock as may be issuable pursuant to the antidilution provisions of the Cellular Communications International, Inc. 1991 Employee Stock Option Plan. (5) Prior to the occurrence of certain events, the Series A Junior Participating Preferred Stock Purchase Rights (the "Rights") will not be evidenced separately from the Common Stock. The value attributable to the Rights, if any, is reflected in the value of the Common Stock. Pursuant to Instruction E of Form S-8 with respect to the registration of additional securities, the Registration Statement dated December 7, 1992 of the registrant, Cellular Communications International, Inc., a Delaware corporation (the "Company"), filed on Form S-8 (File No. 33-41528), and all exhibits thereto, the Registration Statement dated May 12, 1994 of the Company filed on Form S-8 (File No. 33-78846), and all exhibits thereto, and the Registration Statement dated February 9, 1995 of the Company filed on Form S-8 (File No. 33-89366), and all exhibits thereto, are incorporated by reference in this Registration Statement. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits 5 Opinion of Richard J. Lubasch, Esq. regarding the legality of the securities being registered 23.1 Consent of Richard J. Lubasch, Esq. (included as part of Exhibit 5) 23.2 Consent of Ernst & Young LLP 24 Powers of Attorney Page 2 of 15 Pages 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 New York, State of New York, on this 22nd day of January, 1998. CELLULAR COMMUNICATIONS INTERNATIONAL, INC. By: /s/ Richard J. Lubasch -------------------------------------- Richard J. Lubasch Senior Vice President-General Counsel, Treasurer and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated. Name Title Date * Chairman, President and Chief January 22, 1998 - ---------------------- Executive Officer William B. Ginsberg * Executive Vice President, Chief January 22, 1998 - ---------------------- Operating and Financial Officer J. Barclay Knapp and Director * Vice President-Controller (Chief January 22, 1998 - ---------------------- Accounting Officer) Gregg Gorelick Page 3 of 15 Pages * Director January 22, 1998 - ---------------------- Sidney R. Knafel * Director January 22, 1998 - ---------------------- Del Mintz * Director January 22, 1998 - ---------------------- Alan J. Patricof * Director January 22, 1998 - ---------------------- Warren Potash * By: /s/ Richard J. Lubasch ----------------------- Richard J. Lubasch Attorney-in-Fact Page 4 of 15 Pages EXHIBIT INDEX Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- -------- 5 Opinion of Richard J. Lubasch, Esq. 6 regarding the legality of the securities being registered 23.1 Consent of Richard J. Lubasch, Esq. (included as part of Exhibit 5) 23.2 Consent of Ernst & Young LLP 8 24 Powers of Attorney 9 Page 5 of 15 Pages EX-5 2 OPINION OF COUNSEL EXHIBIT 5 [LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.] January 22, 1998 Securities and Exchange Commission 450 Fifth Avenue, N.W. Washington, D.C. 20549 Re: Cellular Communications International, Inc. Registration Statement on Form S-8 ------------------------------------------- Gentlemen: I am Senior Vice President, General Counsel, Treasurer and Secretary of Cellular Communications International, Inc., a Delaware corporation (the "Company"), and am familiar with the proceedings taken by the Company in connection with (i) the Registration Statement on Form S-8 (the "Registration Statement") which the Company is filing to register 109,500 shares of its common stock, par value $.01 per share (the "Common Stock"), under the Securities Act of 1933, as amended (the "Securities Act"), issuable under the Company's 1991 Employee Stock Option Plan (as amended and restated June 2, 1994) (the "Plan") and (ii) the Stockholder Rights Agreement, dated as of December 19, 1990, between the Company and Continental Stock Transfer & Trust company, as Rights Agent (the "Rights Agreement"), which provides for one right (the "Right") to purchase shares of the Company's Series A Junior Participating Preferred Stock to be attached to and issued with each share of Common Stock. This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act. In connection with this opinion, I have examined and am familiar with originals or copies of (i) the Restated Certificate of Incorporation and By-laws of the Company, (ii) resolutions of the Board of Directors of the Company relating to the Plan and the Registration Statement, (iii) resolutions of the stockholders of the Company with respect to the Plan, (iv) the Registration Statement, (v) the Plan, (vi) the Rights Agreement and (vii) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. Page 6 of 15 Pages Securities and Exchange Commission January 22, 1998 Page Two Based upon and subject to the foregoing, I am of the opinion that: 1. The shares of Common Stock, when issued under the circumstances contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. 2. The Rights, when issued in accordance with the Rights Agreement, will be validly issued. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ Richard J. Lubasch Richard J. Lubasch Senior Vice President, General Counsel, Treasurer and Secretary Page 7 of 15 Pages EX-23 3 EXHIBIT 23.2 CONSENT EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) of Cellular Communications International, Inc. for the registration of 109,500 shares of its Common Stock (including Series A Junior Participating Preferred Stock Purchase Rights) pertaining to the Cellular Communications International, Inc. 1991 Employee Stock Option Plan, of our report dated March 18, 1997 with respect to the consolidated financial statements and schedule included in its Annual Report (Form 10-K) for the year ended December 31, 1996 filed with the Securities and Exchange Commission that has been incorporated by reference in Registration Statements on Form S-8 Nos. 33-41528, 33-78846 and 33-89366. /s/ Ernst & Young LLP ERNST & YOUNG LLP New York, New York January 21, 1998 Page 8 of 15 Pages EX-24 4 POWER OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ William B. Ginsberg ------------------------------ William B. Ginsberg January 21, 1998 Page 9 of 15 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ J. Barclay Knapp ------------------------------ J. Barclay Knapp January 21, 1998 Page 10 of 15 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ Gregg Gorelick ------------------------------ Gregg Gorelick January 21, 1998 Page 11 of 15 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ Sidney R. Knafel ------------------------------- Sidney R. Knafel January 21, 1998 Page 12 of 15 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ Del Mintz ------------------------------ Del Mintz January 21, 1998 Page 13 of 15 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ Alan J. Patricof ------------------------------- Alan J. Patricof January 21, 1998 Page 14 of 15 Pages POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitutes and appoints Richard J. Lubasch as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 relating to Cellular Communications International, Inc. 1991 Employee Stock Option Plan and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission and such other state and federal government commissions and agencies as may be necessary, granting unto said attorney-in-fact and agent, 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, lawfully do or cause to be done by virtue hereof. /s/ Warren Potash ------------------------------ Warren Potash January 21, 1998 Page 15 of 15 Pages -----END PRIVACY-ENHANCED MESSAGE-----