-----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, V0qWE663+CTsipzfS1DgAqguseFX+ADopQtZPnuQDbZB8nJQVER3awVKKNWv9Of+ kW/FXsvQe57mfm8PSVt+Lw== 0000950109-96-006313.txt : 19961001 0000950109-96-006313.hdr.sgml : 19961001 ACCESSION NUMBER: 0000950109-96-006313 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960927 EFFECTIVENESS DATE: 19960927 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS OF PUERTO RICO INC CENTRAL INDEX KEY: 0000881817 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133517074 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-13009 FILM NUMBER: 96636514 BUSINESS ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-906-8440 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 S-8 1 FORM S-8, NON-QUALIFIED STOCK OPTION AGREEMENTS REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-3517074 (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 OF PUERTO RICO, INC. NONQUALIFIED STOCK OPTION AGREEMENTS (Full title of the Plan) RICHARD J. LUBASCH, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. 110 EAST 59TH STREET NEW YORK, NEW YORK 10022 (212) 371-3142 (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) 735-3000 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of Securities to be Amount to be Proposed Maximum Offer- Proposed Maximum Ag- Amount of Regis- Registered Registered ing Price Per Share (1)(2) gregate Offering Price (2) tration Fee (3) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value 751,000 $[24.9375] $[18,728,062.50] $[6,457.95] $0.01 per share (including Series A Junior Participating Preferred Stock Purchase Rights) (4) ===================================================================================================================================
(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 Nasdaq Stock Market's National Market on September [23], 1996. (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) 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. Page 1 of 16 Pages Pursuant to Instruction E of Form S-8 with respect to the registration of additional securities, the Registration Statement dated November 11, 1992, filed on Form S-8 (File No. 33-54796), and all exhibits thereto, is 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 16 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 26th day of September, 1996. CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. By: /s/ Richard J. Lubasch --------------------------------------------------- Richard J. Lubasch Senior Vice President, General Counsel 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 of the Board, Chief September 26, 1996 George S. Blumenthal Executive Officer and Treasurer * - -------------------- President, Chief Operating September 26, 1996 J. Barclay Knapp and Financial Officer and Director
Page 3 of 16 Pages * Vice President-Controller September 26, 1996 - ----------------- (Chief Accounting Officer) Gregg Gorelick * Director September 26, 1996 - ----------------- Sidney R. Knafel * Director September 26, 1996 - ----------------- Ted H. McCourtney * Director September 26, 1996 - ----------------- Del Mintz * Director September 26, 1996 - ----------------- Alan J. Patricof * Director September 26, 1996 - ----------------- Warren Potash * By: /s/ Richard J. Lubasch ------------------------ Richard J. Lubasch Attorney-in-Fact Page 4 of 16 Pages EXHIBIT INDEX -------------
Exhibit No. Description of Exhibit Page No. - ----------- ---------------------- -------- 5 Opinion of Richard J. Lubasch, Esq. regarding the legality of the securities being registered 6 23.1 Consent of Richard J. Lubasch, Esq. (included as part of Exhibit 5) 6 23.2 Consent of Ernst & Young LLP 8 24 Powers of Attorney 9
Page 5 of 16 Pages EX-5 2 OPINION OF RICHARD J. LUBASCH, ESQ. EXHIBIT 5 --------- [CELLULAR COMMUNICATIONS OF PUERTO RICO, INC. LETTERHEAD] September 24, 1996 Securities and Exchange Commission 450 Fifth Avenue, N.W. Washington, D.C. 20549 Re: Cellular Communications of Puerto Rico, Inc. Registration Statements on Form S-8 ----------------------------------- Gentlemen: I am Senior Vice President, General Counsel and Secretary of Cellular Communications of Puerto Rico, Inc., a Delaware corporation (the "Company"), and am familiar with the proceedings taken by the Company in connection with (i) the Registration Statements on Form S-8 (the "Registration Statements") which the Company is filing to register (a) 751,000 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 certain Company Non-Qualified Stock Option Agreements (the "Agreements") and (b) 225,000 shares of Common Stock under the Securities Act, issuable under the Company's employee stock option plan (the "Plan") and (ii) the Stockholder Rights Agreement, dated as of January 24, 1992, 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. Page 6 of 16 Pages 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 Agreements, the Plan and the Registration Statements, (iii) resolutions of the stockholders of the Company with respect to the Plan, (iv) the Registration Statements, (v) the Agreements, (vi) the Plan, (vii) the Rights Agreement and (viii) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. 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 Statements, 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 each of the Registration Statements. Very truly yours, /s/ Richard J. Lubasch -------------------------------- Richard J. Lubasch Senior Vice President-General Counsel & Secretary Page 7 of 16 Pages EX-23.2 3 CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement of Cellular Communications of Puerto Rico, Inc., for the registration of 751,000 shares of its Common Stock (including Series A Junior Participating Preferred Stock Purchase Rights) pertaining to the Cellular Communications of Puerto Rico, Inc. Nonqualified Stock Option Agreements, of our report dated February 23, 1996, with respect to the consolidated financial statements and schedule of Cellular Communications of Puerto Rico, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1995, filed with the Securities and Exchange Commission, that has been incorporated by reference in the Registration Statement (Form S-8 No. 33-54796) dated November 11, 1992. /s/ Ernst & Young LLP --------------------- ERNST & YOUNG LLP Hato Rey, Puerto Rico September 24, 1996 Page 9 of 16 Pages EX-24 4 POWERS 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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/ George S. Blumenthal -------------------------- George S. Blumenthal September 25, 1996 Page 10 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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 September 25, 1996 Page 11 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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 September 25, 1996 Page 12 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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 September 25, 1996 Page 13 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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/ Ted H. McCourtney ------------------------ Ted H. McCourtney September 25, 1996 Page 14 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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 September 25, 1996 Page 15 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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 September 25, 1996 Page 16 of 16 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 of Puerto Rico, Inc. Nonqualified Stock Option Agreements 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 September 25, 1996 Page 17 of 16 Pages -----END PRIVACY-ENHANCED MESSAGE-----