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
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(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
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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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
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(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
EDWARDS & ANGELL
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A Partnership Including Professional Corporations
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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
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
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ERNST & YOUNG LLP
Detroit, Michigan
May 5, 1998