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 of (I.R.S. Employer
incorporation or organization) Identification No.)
73 Kercheval Avenue, Grosse Point Farms, Michigan 48236
- --------------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
SAGA COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Christine M. Marx
Edwards & Angell, LLP
51 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 Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Price Unit(1) Price (1) Fee
- --------------------------------------------------------------------------------
Class A Common Stock 1,000,000 shares $22.0625 $22,062,500 $6,133.38
- --------------------------------------------------------------------------------
(1) This calculation is made solely for the purpose of determining the
amount of the Registration Fee and is based upon a price of $22.0625
per share, which was the average of the high and low prices of the
Company's Class A Common Stock on the American Stock Exchange reported
on August 16, 1999.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 3. Incorporation of Documents by Reference.
There are incorporated herein by reference the following documents:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1998, as filed with the Commission pursuant to the Exchange Act of
1934.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999, as filed with the Commission
pursuant to the Exchange Act of 1934.
3. The description of the Company's Common Stock incorporated by
reference in the Company's Registration Statement on Form 8-A filed
with the Commission pursuant to the Securities Exchange Act of 1934,
including any amendment or reports filed for the purpose of updating
such description.
4. All other documents filed by the Company or the Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act of 1934
subsequent to the date of this Prospectus and prior to the filing of a
post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference into
this Prospectus and such document shall be deemed to be a part hereof
from the date of filing of such document.
Item 4. Description of Securities
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers
The Restated Certificate of Incorporation of the Company provides for
indemnification to the full extent permitted by the General Corporation Law of
the State of Delaware (the "Delaware Code"), as amended from time to time. Such
section makes mandatory the indemnification by the Company of directors,
officers, employees or agents from and against any and all expenses and
liabilities that may be imposed upon or incurred by him in connection with, or
as a result of, any proceeding in which he may become involved, as a party or
otherwise, by reason of the fact that he is or was such a director, officer,
employee or agent of the Company or any subsidiary or parent of the Company,
whether or not he continues to be such at the time such expenses and liabilities
have been imposed or incurred. Section 145 of Title 8 of the Delaware Code also
provides that such indemnification is not exclusive of any other indemnification
rights granted by the Company to directors, officers, employees or agents.
The By-Laws of the Company mandate that each person who at any time is, or
shall have been, a director or officer of the Company, and is threatened to be
or is made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that he is, or was, a director, officer, employee or agent of the
Corporation, or is or has served at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall be indemnified against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any action, suit or proceeding to
the full extent permitted under subsections (a) through (e) of Section 145 of
Title 8 of the Delaware Code, as from time to time amended. The foregoing right
of indemnification shall in no way be exclusive of any other rights of
indemnification to which such director, officer, employee or agent may be
entitled, under any by-law, agreement, vote of shareholders or disinterested
directors or otherwise, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
The Restated Certificate of Incorporation of the Company also contains a
provision eliminating the liability of a director to the Company or its
stockholders for breach of fiduciary duty as a director, other than liability
(a) for breach of the director's duty of loyalty to the corporation or its
stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of
the Delaware General Corporation law or (d) for any transaction from which the
director derived an improper personal benefit.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted pursuant to the foregoing provisions, the Registrant
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is contrary to public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable
Item 8. Exhibits.
5 - Opinion of Edwards & Angell, LLP
23(a) - Consent of Ernst & Young LLP
23(b) - Consent of Edwards & Angell, LLP (included in Exhibit 5)
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) 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; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change for such information in the registration statement;
Provided, however that paragraphs (i) and (ii) of this section do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and each filing of an employee benefit plan
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 thereof.
The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
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
The Registrant. 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
August 19, 1999.
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 August 19, 1999.
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 Vice President, Corporate Controller and
- ---------------------------- Chief Accounting Officer
Catherine Bobinski
/s/Kristin Allen Director
- ----------------------------
Kristin Allen
/s/Donald Alt Director
- ----------------------------
Donald Alt
Director
- ----------------------------
Jonathan Firestone
/s/Joseph P. Misiewicz Director
- ----------------------------
Joseph P. Misiewicz
/s/Gary Stevens Director
- ----------------------------
Gary Stevens
The Plan
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Registration Statement to be signed in its behalf by the
undersigned, thereunto duly authorized, in the City of Grosse Pointe Farms,
State of Michigan, on August 19, 1999.
Saga Communications, Inc.
Employee Stock Purchase Plan
By:/s/ Marcia K. Lobaito
-----------------------
Marcia K. Lobaito
Plan Administrator
Exhibit 5
August 19, 1999
Saga Communications, Inc.
73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
Re: Saga Communications, Inc. Employee Stock Purchase 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") registering under the Securities Act of 1933 interests in the
Company's Employee Stock Purchase Plan (the "Plan") and up to 1,000,000 shares
of Class A Common Stock, $.01 par value (the "Common Stock") to be issued
pursuant to the Plan.
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 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 any references to our firm in the Registration
Statement.
Very truly yours,
EDWARDS & ANGELL, LLP
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 (Form
S-8) pertaining to the Saga Communications, Inc. Employee Stock Purchase Plan
and in the related Prospectus of our report dated February 12, 1999, with
respect to the financial statements and schedule of Saga Communications, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 1998,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Detroit, Michigan
August 19, 1999