-----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, PLin7BzNkjGK2qDq88V7T60wNxYXiDoGUIB10go6AEU22JfentxkFIUyFnGA7Bdo 65D/LC744KPU0c+clEbsIA== 0000908662-98-000099.txt : 19980506 0000908662-98-000099.hdr.sgml : 19980506 ACCESSION NUMBER: 0000908662-98-000099 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980505 EFFECTIVENESS DATE: 19980505 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAGA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000886136 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 383042953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-51837 FILM NUMBER: 98610375 BUSINESS ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 BUSINESS PHONE: 3138867070 MAIL ADDRESS: STREET 1: 73 KERCHEVAL AVE STREET 2: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 S-8 1 S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20459 FORM S-8 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 SAGA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 38-3042953 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 73 Kercheval Avenue, Grosse Point Farms, Michigan 48236 - ------------------------------------------------------------------------------- (Address of principal executive offices, including zip code) SAGA COMMUNICATIONS, INC. 1992 STOCK OPTION PLAN (Full title of plan) Christine M. Marx Edwards & Angell 150 John F. Kennedy Parkway Short Hills, New Jersey 07078 (Name and address of agent for service) (973) 376-7700 - ------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) Calculation of Registration Fee - -------------------------------------------------------------------------------
Proposed Maximum Proposed maximum Aggregate Amount of Title of Securities Amount to be Offering Price Offering Registration to be Registered Registered Per Unit (1) Price (1) Fee Class A Common Stock 682,031 shares $23.125 $15,771,966 $4,652.73 Class B Common Stock(2) 150,000 shares 23.125 3,468,750 1,023.28 Class A Common Stock 150,000 shares -0- -0- -0- issuable upon conversion of Class B Common Stock (2) Total $5,676.01
- ------------------------------------------------------------------------------- (1) This calculation is made solely for the purpose of determining the amount of the Registration Fee and is based upon a price of $23.125 per share, which was the closing price of the Company's Class A Common Stock reported on May 1, 1998. (2) The Class B Common Stock is convertible, at the option of the holder, into an equal number of shares of Class A Common Stock. Part I, Items 1-2; Part II, Items 3-7 and 9. This Registration Statement relates to 682,031 additional shares of Saga Communications, Inc. (the "Company") Class A Common Stock, 150,000 additional shares of the Company's Class B Common Stock and 150,000 additional shares of the Company's Class A Common Stock issuable upon conversion of the additional Class B Common Stock that may be issued pursuant to the Saga Communications, Inc. 1992 Stock Option Plan (the "Plan") in accordance with the amendment to the Plan adopted by the Company's Board of Directors on October 13, 1997, and by the Company's stockholders on December 16, 1997. The contents of the Company's Registration Statements on Form S-8/S-3 (Registration Nos. 33-59424 and 33-79366) relating to the Plan are hereby incorporated by reference herein. Part II, Item 8. Exhibits. 5 Opinion of Edwards & Angell 23(a) Consent of Ernst & Young LLP 23(b) Consent of Edwards & Angell (included in Exhibit 5) SIGNATURES AND AMENDMENTS Each person whose signature appears below hereby constitutes and appoints the President, the Chief Financial Officer or the Secretary of the Registrant, or any one of them, acting alone, as his true and lawful attorney-in-fact, with full power and authority to execute in the name, place and stead of each such person in any and all capacities and to file, an amendment or amendments to the Registration Statement (and all exhibits thereto) and any documents relating thereto, which amendment may make such changes in the Registration Statement as said officer or officers so acting deem(s) advisable. 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 Grosse Pointe Farms, State of Michigan on May 5, 1998. SAGA COMMUNICATIONS, INC. By/s/ Edward K. Christian ----------------------------------- Edward K. Christian President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on May 5, 1998. Signatures Title /s/Edward K. Christian President, Chief Executive - ------------------------------ Officer and Chairman of the Board Edward K. Christian /s/Samuel D. Bush Vice President, Chief Financial - ------------------------------ Officer Samuel D. Bush /s/Catherine Bobinski Corporate Controller and Chief - ------------------------------ Accounting Officer Catherine Bobinski /s/Kristin Allen Director - ------------------------------ Kristin Allen /s/Donald Alt Director - ------------------------------ Donald Alt /s/Jonathan Firestone Director - ------------------------------ Jonathan Firestone /s/Joseph P. Misiewicz Director - ------------------------------ Joseph P. Misiewicz /s/Gary Stevens Director - ------------------------------ Gary Stevens EX-5 2 EXHIBIT 5 EDWARDS & ANGELL - ------------------------------------------------------------------------------- A Partnership Including Professional Corporations - ------------------------------------------------------------------------------- COUNSELLORS AT LAW 150 JOHN F. KENNEDY PARKWAY since 1894 SHORT HILLS, NJ 07078-2701 (973) 376-7700 FAX (973) 376-3380 CHRISTINE M. MARX Partner in Charge Exhibit 5 May 5, 1998 Saga Communications, Inc. 73 Kercheval Avenue Grosse Pointe Farms, Michigan 48236 Re: Saga Communications, Inc. 1992 Stock Option Plan Ladies and Gentlemen: We are furnishing this opinion in connection with the filing by Saga Communications, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") relating to the issuance by the Company of up to 832,031 shares of Class A Common Stock, $.01 par value, and 150,000 shares of Class B Common Stock, $.01 par value (collectively, the "Common Stock"), pursuant to the Company's 1992 Stock Option Plan (the "Plan"), and the registration thereof with the Commission. We have served as counsel for the Company and, as such, are familiar with all corporate proceedings since its organization. In connection with this opinion, we have examined such corporate records, certificates and other documents, and reviewed such questions of law, as we have deemed necessary or appropriate in order to express the opinions contained herein. Based upon such examination, it is our opinion that: 1. The shares of Common Stock being registered by the Registration Statement, when issued and paid for as contemplated by the Plan, assuming due execution of the certificates therefor, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of this opinion in connection with the Registration Statement and all amendments thereto. Very truly yours, EDWARDS & ANGELL By:/s/ Christine M. Marx ---------------------------- Christine M. Marx Partner EX-23 3 EXHIBIT 23(A) Exhibit 23(a)--Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement pertaining to the registration of additional shares issuable under the Saga Communications, Inc. 1992 Stock Option Plan of our report dated February 13, 1998, with respect to the financial statements and schedules of Saga Communications, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP ----------------------------- ERNST & YOUNG LLP Detroit, Michigan May 5, 1998 -----END PRIVACY-ENHANCED MESSAGE-----