-----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, FvziDNdOz5a/jliFrQ5ykM8sIKAb+ecRR0qvfLZjOpiGLjeeD2nl6Y/VU5ydlExi x1TcJOpIad9iZYU1VB8r9g== 0000096966-97-000012.txt : 19970327 0000096966-97-000012.hdr.sgml : 19970327 ACCESSION NUMBER: 0000096966-97-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970325 EFFECTIVENESS DATE: 19970325 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEPHONE & DATA SYSTEMS INC CENTRAL INDEX KEY: 0000096966 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 362669023 STATE OF INCORPORATION: IA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23947 FILM NUMBER: 97562939 BUSINESS ADDRESS: STREET 1: 30 NORTH LASALLE STREET SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 6088288324 MAIL ADDRESS: STREET 1: 30 NORTH LASALLE STREE SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60602 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC STOCK OPTION PLANS DATE OF NAME CHANGE: 19741118 FORMER COMPANY: FORMER CONFORMED NAME: TELEPHONE SYSTEMS INC DATE OF NAME CHANGE: 19740509 S-8 1 FORM S-8 As filed with the Securities and Exchange on March 25, 1997 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under the SECURITIES ACT OF 1933 --------------- TELEPHONE AND DATA SYSTEMS, INC. (Exact name of registrant as specified in its charter) Iowa 36-2669023 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 30 North LaSalle Street, Suite 4000 Chicago, Illinois 60602 (Address of Principal Executive Offices) (Zip Code) Telephone and Data Systems, Inc. Compensation Plan for Non-Employee Directors (Full title of the plan) LeRoy T. Carlson, Jr. President Telephone and Data Systems, Inc. 30 North LaSalle Street, Suite 4000 Chicago, Illinois 60602 (Name and address of agent for service) (312) 630-1900 (Telephone number, including area code, of agent for service) --------------- CALCULATION OF REGISTRATION FEE ================================================================================ Title of Proposed Proposed Amount Securities Amount Maximum Maximum of to be to be Offering Price Aggregate Registration Registered Registered Per Share(1) Offering Price Fee Common Shares, $1.00 par value 15,000 shares(2) $40.31 $604,650 $183.24 =============== ================ ================ =============== ============== (1) Estimated for the Common Shares solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Common Shares of the Company on the American Stock Exchange on March 21, 1997 pursuant to Rule 457(c) under the Securities Act of 1933. (2) In addition, this Registration Statement also covers an indeterminate amount of additional securities which may be issued under the above-referenced Plan pursuant to the anti-dilution provisions of such Plan and, if interests in the above-referenced Plan are deemed to constitute separate securities, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the above-referenced Plan. PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Item 1. Plan Information.* ------------------ Item 2. Registration Information and Employee Plan Annual Information.* --------------------------------------------------------------- * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "1933 Act") and the Note to Part I of Form S-8. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. ---------------------------------------- The following documents which have heretofore been filed by Telephone and Data Systems, Inc. (the "Company" or the "Registrant"), with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), are incorporated by reference herein and shall be deemed to be a part hereof: 1. The Company's Annual Report on Form 10-K, for the year ended December 31, 1996; 2. The description of the Common Shares, par value $1.00 per share ("Common Shares"), of the Company contained in the Company's Report on Form 8-A/A-2, dated December 20, 1994; and 3. All other reports filed by the Company pursuant to Section 13(a) and 15(d) of the 1934 Act since December 31, 1996. All documents, subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from their respective dates of filing (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities. -------------------------- See Item 3. Item 5. Interests of Named Experts and Counsel. --------------------------------------- Certain legal matters relating to the securities registered hereby will be addressed by Sidley & Austin, One First National Plaza, Chicago, Illinois 60603. The Company is controlled by a voting trust. Walter C.D. Carlson, a trustee and beneficiary of the voting trust and a director of the Company and certain subsidiaries of the Company, Michael G. Hron, the Secretary of the Company and certain subsidiaries of the Company, William S. DeCarlo, the Assistant Secretary of the Company and certain subsidiaries of the Company, Stephen P. Fitzell, the Secretary of certain subsidiaries of the Company, and Sherry S. Treston, the Assistant Secretary of certain subsidiaries of the Company, are partners of Sidley & Austin. -3- Item 6. Indemnification of Directors and Officers. ------------------------------------------ The Iowa Business Corporation Act, as amended, provides for indemnification of directors and officers in a variety of circumstances, which may include liabilities under the 1933 Act. The Company's Bylaws provide for indemnification of the Company's directors and officers (and those serving in such capacity with a consolidated subsidiary or other entity at the request of the Board of Directors of the Company) in the circumstances, and to the extent, permitted by the Iowa Business Corporation Act, as amended. The Company has directors' and officers' liability insurance which provides, subject to certain policy limits, deductible amounts and exclusions, coverage for all persons who have been, are or may in the future be, directors or officers of the Company, against amounts which such persons must pay resulting from claims against them by reason of their being such directors or officers during the policy period for certain breaches of duty, omissions or other acts done or wrongfully attempted or alleged. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and persons controlling the Company pursuant to the foregoing provisions, or otherwise, the Company has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. Item 7. Exemption from Registration Claimed. ------------------------------------ Not Applicable. Item 8. Exhibits. --------- The exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index. The Plan is not intended to be qualified under Section 401(a) of the Internal Revenue Code. Item 9. Undertakings. ------------- The Company hereby undertakes: 1. To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (a) To include any prospectus required by Section 10(a)(3) of the 1933 Act; (b) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in -4- the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (c) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs 1.(a) and 1.(b) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. 2. That, for the purpose of determining any liability under the 1933 Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. To remove from registration by means of a post-effective amendment any of the Common Shares being registered hereby which remain unsold at the termination of the offering. 4. That, for the purposes of determining any liability under the 1933 Act, each filing of the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof. 5. That, insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue. -5- 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 Chicago, State of Illinois, on the 25th day of March, 1997. TELEPHONE AND DATA SYSTEMS, INC. By: /s/LeRoy T. Carlson -------------------------------------- LeRoy T. Carlson Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on the 25th day of March, 1997. /s/LeRoy T. Carlson Chairman and Director - ---------------------------- LeRoy T. Carlson /s/LeRoy T. Carlson, Jr. President and Director (Chief - ---------------------------- Executive Officer) LeRoy T. Carlson, Jr. /s/Murray L. Swanson Executive Vice President-Finance and - ---------------------------- Director (Chief Financial Officer) Murray L. Swanson /s/James Barr III Director - ---------------------------- James Barr III /s/Rudolph E. Hornacek Director - ---------------------------- Rudolph E. Hornacek /s/Donald C. Nebergall Director - ---------------------------- Donald C. Nebergall /s/Herbert S. Wander Director - ---------------------------- Herbert S. Wander /s/Walter C.D. Carlson Director - ---------------------------- Walter C.D. Carlson /s/Letitia G.C. Carlson Director - ---------------------------- Letitia G.C. Carlson /s/Donald R. Brown Director - ---------------------------- Donald R. Brown /s/George W. Off Director - ---------------------------- George W. Off /s/Gregory J. Wilkinson Vice President and Controller - ---------------------------- (Principal Accounting Officer) Gregory J. Wilkinson -6- EXHIBIT INDEX The following documents are filed herewith or incorporated herein by reference. Exhibit No. Description ------- ----------------------------------------------------- 4.1 Articles of Incorporation of the Company, as amended (Incorporated herein by reference to Exhibit 1 to the Company's Report on Form 8-A/A-2, dated December 20, 1994) 4.2 Bylaws of the Company (Incorporated herein by reference to Exhibit 2 to the Company's Report on Form 8-A/A-2, dated December 20, 1994) 5 Opinion of Counsel 23.1 Consent of Independent Public Accountants 23.2 Consent of Counsel (contained in Exhibit 5) 99.1 Description of Compensation Plan for Non-Employee Directors of Telephone and Data Systems, Inc. -7- EX-5 2 EXHIBIT 5 Exhibit 5 SIDLEY & AUSTIN One First National Plaza Chicago, Illinois 60603 (312) 853-7000 March 25, 1997 Telephone and Data Systems, Inc. Suite 4000 30 North LaSalle Street Chicago, Illinois 60602 Re: Telephone and Data Systems, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We are counsel to Telephone and Data Systems, Inc., an Iowa corporation (the "Company"), and have represented the Company in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the issuance of 15,000 shares, par value $1.00 per share (the "Common Shares"), of the Company pursuant to the Telephone and Data Systems, Inc. Compensation Plan for Non-Employee Directors (the "Plan"). In rendering this opinion, we have examined and relied upon a copy of the Plan and the Registration Statement, including the related Prospectus dated the date hereof. We have also examined and relied upon originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and other statements of governmental officials and other instruments, and have examined such questions of law and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Iowa; and 2. Each Common Share will be legally issued, fully paid and nonassessable when: (i) the Registration Statement shall have become effective under the Securities Act; (ii) such Common Share shall have been duly issued in the manner contemplated by the Plan; and (iii) a certificate representing such Common Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against receipt of the agreed consideration therefor (not less than the par value thereof) in accordance with the Plan. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or "Blue Sky" laws of the various states to the issuance of the Common Shares. Except as expressly stated in the next sentence, this opinion is limited to the Securities Act to the extent applicable. Insofar as the opinions expressed above relate to matters governed by the laws of the State of Iowa, we have Telephone and Data Systems, Inc. March 25, 1997 Page 2 not made an independent examination of such laws, but have relied exclusively, with your consent, as to such laws upon the attached opinion of Nyemaster, Goode, McLaughlin, Voigts, West, Hansel & O'Brien, P.C. of Des Moines, Iowa. The Company is controlled by a voting trust. Walter C.D. Carlson, a trustee and beneficiary of the voting trust and a director of the Company and certain subsidiaries of the Company, Michael G. Hron, the Secretary of the Company and certain subsidiaries of the Company, William S. DeCarlo, the Assistant Secretary of the Company and certain subsidiaries of the Company, Stephen P. Fitzell, the Secretary of certain subsidiaries of the Company, and Sherry S. Treston, the Assistant Secretary of certain subsidiaries of the Company, are partners of this Firm. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our Firm in or made a part of the Registration Statement, including the related Prospectus dated the date hereof. Very truly yours, SIDLEY & AUSTIN NYEMASTER, GOODE, McLAUGHLIN, VOIGTS, WEST, HANSELL & O'BRIEN 1900 Hub Tower 699 Walnut Street Des Moines, Iowa 50309 (515) 283-3100 March 25, 1997 Sidley & Austin One First National Plaza Chicago, Illinois 60603 Re: Telephone and Data Systems, Inc. Registration Statement on Form S-8 Ladies and Gentlemen: We have acted as special Iowa counsel with respect to the Registration Statement on Form S-8 (the "Registration Statement") being filed by Telephone and Data Systems, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 15,000 Shares, $1.00 par value (the "Shares"), to be issued pursuant to the terms of the Telephone and Data Systems, Inc. Compensation Plan for Non-Employee Directors (the "Plan"). In rendering our opinion, we have examined and relied upon a copy of the Plan, the Registration Statement and the Prospectus relating to the Plan. We have also examined such records, documents and questions of law as we have considered relevant and necessary as a basis for this opinion. As to matters of fact material to our opinions, we have with your agreement relied upon certificates of officers of the Company. We have assumed with your agreement the authenticity of all documents submitted to us as originals, the conformity with the original documents of any copies submitted to us for our examination and the authenticity of the original of any such copies. Based on the foregoing, and subject to the foregoing qualifications and limitations, it is our opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Iowa. 2. The Shares will be legally issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) the Shares shall have been duly issued in the manner contemplated by the Plan; and (iii) certificates representing the Shares shall have been duly executed, countersigned and registered and duly delivered to the persons entitled thereto in accordance with the Plan. We are admitted to the Bar of the State of Iowa, and express no opinion herein as to the laws of any other jurisdiction, including the laws of the United States of America. Except as expressly set forth herein, we express no opinion, and no opinion is implied or may be inferred, in connection with the Registration Statement, the Plan or the issuance of the Shares. Without limiting the generality of the foregoing, we express no opinion with respect to the securities or blue sky laws of the various states. This opinion is being delivered solely for the benefit of the persons to whom it is addressed; accordingly, it may not be quoted, filed with any governmental authority or other regulatory agency or otherwise circulated or utilized for any other purpose without our prior written consent. Sidley & Austin may refer to or quote from this Sidley & Austin March 25, 1997 Page 2 opinion in its discretion in connection with opinions it may be requested or required to give in connection with the Registration Statement. The undersigned law firm also hereby consents to the filing of this opinion as an Exhibit to the Registration Statement and to the use of its name in the Registration Statement. Very truly yours, NYEMASTER, GOODE, McLAUGHLIN, VOIGTS, WEST, HANSELL & O'BRIEN, P.C. By: /s/ Mark C. Dickinson -------------------------------------- Mark C. Dickinson EX-23 3 EXHIBIT 23-1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of Telephone and Data Systems, Inc. of our report dated January 29, 1997, (except with respect to the matter discussed in Note 16, as to which the date is February 4, 1997) on the consolidated financial statements of Telephone and Data Systems, Inc. and Subsidiaries, (the "Company") incorporated by reference in the Telephone and Data Systems, Inc. Form 10-K for the year ended December 31, 1996 and to the incorporation by reference in this Form S-8 Registration Statement of our report dated January 29, 1997, (except with respect to the matter discussed in Note 16, as to which the date is February 4, 1997) on the financial statement schedules of the Company, included in the Telephone and Data Systems, Inc. Form 10-K for the year ended December 31, 1996. We also consent to all references to our Firm included in this Form S-8 Registration Statement. ARTHUR ANDERSEN LLP Chicago, Illinois March 20, 1997 EX-99 4 EXHIBIT 99-1 EXHIBIT 99.1 TELEPHONE AND DATA SYSTEMS, INC. (the "Company") DESCRIPTION OF COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (the "Plan") EFFECTIVE JULY 23, 1996 The purpose of the Plan is to provide for reasonable compensation to non-employee directors in connection with their services to the Company, in order to induce qualified persons to become and serve as non-employee members of the Board of Directors. The Plan was approved pursuant to the authority granted in Section 9 of Article III of the Company's By-Laws, which provides that the Board of Directors shall have the authority to establish reasonable compensation of directors and that directors may be reimbursed for their expenses of attending meetings of the Board of Directors. The Plan provides that, effective for the twelve month period ending at the time of the Company's 1997 annual meeting, each director of the Company who is not an employee of the Company, American Paging, Inc., American Portable Telecom, Inc., TDS Telecommunications Corporation or United States Cellular Corporation ("Affiliates") will receive an annual director's fee of $24,000; and each director of the Company who is not an employee of any Affiliate will continue to receive a fee of $1,000, plus reimbursement of reasonable out-of-pocket expenses incurred in connection with travel, for attendance at each regularly scheduled or special meeting of the Board of Directors. The Plan provides that, effective as of the date hereof, each director of the Company who is not an employee of any Affiliate will receive a fee of $750.00, plus reimbursement of reasonable out-of-pocket expenses incurred in connection with travel, for attendance at each meeting of the Audit Committee, Compensation Committee, or other committee established by resolution of the Board of Directors. Under the Plan, an amount equal to 50 percent of the annual fee will be paid immediately prior to the Company's Annual Meeting of Shareholders by the delivery of Common Shares of the Company having a fair market value as of the date of payment equal to such percentage of the annual fee. In addition, under the Plan, an amount equal to 33 percent of each committee meeting's fee will be accumulated and paid immediately prior to the Company's Annual Meeting of Shareholders by the delivery of Common Shares of the Company having a fair market value as of the date of payment equal to such percentage of such fee. -----END PRIVACY-ENHANCED MESSAGE-----