-----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, EbQ9BgYe7coej8T35Bc4odelKhN3WXLR1YM28B6W1whIMQf8IlnuVsTeyH1rggDi yivP50xcfe2C6MzVTm1FxQ== 0000950134-98-002528.txt : 19980330 0000950134-98-002528.hdr.sgml : 19980330 ACCESSION NUMBER: 0000950134-98-002528 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980327 EFFECTIVENESS DATE: 19980327 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TCA CABLE TV INC CENTRAL INDEX KEY: 0000700997 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 751798185 STATE OF INCORPORATION: TX FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-48783 FILM NUMBER: 98576277 BUSINESS ADDRESS: STREET 1: 3015 SE LOOP 323 CITY: TYLER STATE: TX ZIP: 75701 BUSINESS PHONE: 9035953701 MAIL ADDRESS: STREET 1: P.O. BOX 130489 CITY: TYLER STATE: TX ZIP: 75713 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on March 27, 1998. Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- TCA CABLE TV, INC. (Exact name of registrant as specified in its charter) Texas 75-1798185 (State or other jurisdiction of (I.R.S. employer identification number) incorporation or organization) 3015 SSE Loop 323 Tyler, Texas 75701 (Address of principal executive offices) ---------------- TCA CABLE 401(K) PLAN (Full title of the Plan) ---------------- FRED R. NICHOLS 3015 SSE Loop 323 Tyler, Texas 75701 (Name and address of agent for service of agent for service) (903) 595-3701 (Telephone number, including area code, of agent for service) ---------------- COPY TO: JAMES S. RYAN, III Jackson & Walker, L.L.P. 901 Main Street Suite 6000 Dallas, Texas 75202 CALCULATION OF REGISTRATION FEE
====================================================================================================================== Proposed Title of Amount Proposed Maximum Maximum Amount of Securities to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share (1) Price (1) Fee (1) - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value 150,000 shares $56.75 $8,512,500 $2,511.19 ======================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and 457(h), registration fee is based on a price of $56.75 per share, which price is an average of the high and low prices of the Common Stock on the National Association of Securities Dealers Automated Quotation National Market System on March 23, 1998. 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. (2) Pursuant to General Instruction E of Form S-8, with respect to the shares registered under the TCA Cable 401(k) Plan (formerly, the TCA Deferred Savings and Retirement Plan), this Registration Statement incorporates by reference the contents of the Registrant's Registration Statement Nos. 33-55895, 33-49172 and 33-21901 on Form S-8, including all exhibits attached thereto. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, which have been filed with the Commission by TCA Cable TV, Inc. (the "Company"), are incorporated herein by reference and made a part hereof: (i) Annual Report of the Company on Form 10-K for the year ended October 31, 1997 (the "Annual Report"); (ii) Quarterly Report of the Company on Form 10-Q for the quarterly period ended January 31, 1998; and (iii) Annual Report of the TCA Cable 401(k) Plan on Form 11-K for the fiscal year ended December 31, 1996; and (iv) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the documents referred to in the Annual Report; and (v) Description of the Common Stock contained in the Company's Registration Statement on Form S-1 (No. 2-75516) and Registration Statement on Form 8-A (No. 2-88892), effective as of March 17, 1984. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all of the Common Stock offered hereunder has been sold or which deregisters all of such Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein 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 document which also is or is deemed to be incorporated by reference herein 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. 3 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 Company is a Texas corporation and the Texas Business Corporation Act ("TBCA") empowers a corporation organized thereunder to indemnify its directors and officers or former directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers. Reference is made to Article IX and Article VII, Section 8 of the Company's Articles of Incorporation and Bylaws, respectively, which provide for indemnification of officers and directors except as to certain circumstances and except as provided by applicable law. Additionally, Article XIII of the Company's Articles of Incorporation limits the liability of directors of the Company to the Company or its stockholders (in their capacity as directors but not in their capacity as officers) to the fullest extent permitted by the TBCA. The effect of such Article XIII (based on the TBCA as of the date of this Registration Statement) is that the directors of the Company will not be personally liable for monetary damages for breach of a director's fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for a transaction from which a director received an improper benefit whether or not the benefit resulted from an action taken within the scope of the director's office, or (iv) for an act related to an unlawful stock repurchase or payment of a dividend. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 ITEM 8. EXHIBITS. The following is a list of all exhibits filed as a part of this Registration Statement on Form S-8, including those incorporated herein by reference.
Exhibit Number Description of Exhibit - ------- ---------------------- 4.1 Articles of Incorporation of the Company.(1) 4.2 Articles of Amendment to Articles of Incorporation of the Registrant.(2) 4.3 Articles of Amendment to Articles of Incorporation of the Registrant.(2) 4.4 Bylaws of the Registrant.(1) 4.5 Form of Stock Certificate.(1) 5 Opinion of Jackson Walker L.L.P.(5) 15 None. 23.1 Consent of Coopers & Lybrand, L.L.P.(5) 23.2 Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as Exhibit 5).(5) 24 Power of Attorney (included in Part II hereof).(5) 99 TCA Cable 401(k) Plan.(4) - ------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and incorporated herein by reference. (2) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-8, File No. 33-21901 dated as of May 16, 1988, and incorporated herein by reference. (3) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-8, File No. 33-55895 dated as of October 7, 1994, and incorporated herein by reference. (4) Previously filed as an exhibit to the TCA Cable 401(k) Plan's Annual Report on Form 11-K filed on the date hereof. (5) Filed herewith. 5 ITEM 9. UNDERTAKINGS. (a) 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, as amended; (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. 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 the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) 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 (a)(1)(i) and (a)(1)(ii) 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 Exchange Act of 1934, as amended, that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended, that is incorporated by reference in the registration statement shall be deemed to be a new registration 6 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, 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 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 and will be governed by the final adjudication of such issue. 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Tyler, State of Texas on the 26th day of March, 1998. TCA CABLE TV, INC. By: /s/ Fred R. Nichols ----------------------------------------- Fred R. Nichols, Chief Executive Officer, Chairman of the Board and President (Principal Executive Officer) POWER OF ATTORNEY Each person whose signature appears below authorizes Fred R. Nichols and Jimmie F. Taylor, and each of them, each of whom may act without joinder of the other, to execute in the name of each such person who is then an officer or director of the Registrant, and to file any amendments to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Commission, in respect thereof, in connection with the registration of the securities which are the subject of this Registration Statement, which amendments may make such changes in such Registration Statement as such attorney may deem appropriate. 8 Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ Fred R. Nichols Chief Executive Officer, Chairman of the March 24, 1998 - ------------------------------- Board and President Fred R. Nichols (Principal Executive Officer) /s/ J. Taylor Vice President, Chief Financial Officer March 24, 1998 - ------------------------------- and Treasurer Jimmie F. Taylor (Principal Accounting and Financial Officer) Director - ------------------------------- Fred W. Smith /s/ Wayne J. McKinney Director March 24, 1998 - ---------------------------- Wayne J. McKinney /s/ Ben R. Fisch, M.D. Director March 24, 1998 - ------------------------------ Ben R. Fisch, M.D. Director - ------------------------------- Kenneth S. Gunter /s/ Randall K. Rogers Director March 24, 1998 - ------------------------------ Randall K. Rogers /s/ A. W. Riter, Jr. Director March 24, 1998 - ------------------------------- A. W. Riter, Jr. /s/ James F. Ackerman Director March 24, 1998 - ----------------------------- James F. Ackerman
9 /s/ DARRELL CAMPBELL Director March 24, 1998 - ------------------------------- Darrell Campbell /s/ ROBERT B. HOLLAND, III Director March 24, 1998 - ------------------------------- Robert B. Holland, III /s/ Michael S. Shannon - ------------------------------ Director March 24, 1998 Michael Shannon
10 THE PLAN Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tyler, State of Texas, on the 26th day of March, 1998. TCA CABLE 401(K) PLAN (the Plan) By: TCA Compensation Committee By: /S/ A. W. RITER, JR. ---------------------------- Committee Member 11 INDEX TO EXHIBITS
Exhibit No. Exhibit - ----------- ------- 4.1 Articles of Incorporation of the Company.(1) 4.2 Articles of Amendment to Articles of Incorporation of the Registrant.(2) 4.3 Articles of Amendment to Articles of Incorporation of the Registrant.(2) 4.4 Bylaws of the Registrant.(1) 4.5 Form of Stock Certificate.(1) 5 Opinion of Jackson Walker L.L.P.(5) 15 None. 23.1 Consent of Coopers & Lybrand, L.L.P.(5) 23.2 Consent of Jackson Walker L.L.P. (included in the opinion of Jackson Walker L.L.P. filed as Exhibit 5).(5) 24 Power of Attorney (included in Part II hereof).(5) 99 TCA Cable 401(k) Plan.(4) - ------------
(1) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-1, File No. 2-76516 dated as of March 16, 1982 and incorporated herein by reference. (2) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-8, File No. 33- 21901 dated as of May 16, 1988, and incorporated herein by reference. (3) Previously filed as an exhibit to the Registrant's Registration Statement on Form S-8, File No. 33- 55895 dated as of October 7, 1994, and incorporated herein by reference. (4) Previously filed as an exhibit to the TCA Cable 401(k) Plan's Annual Report on Form 11-K filed on the date hereof. (5) Filed herewith. EX-5 2 OPINION AND CONSENT OF JACKSON WALKER L.L.P. 1 EXHIBIT 5 OPINION OF JACKSON WALKER L.L.P. 2 March 26, 1998 TCA Cable TV, Inc. 3015 SSE Loop 323 Tyler, Texas 75701 Re: Registration Statement on Form S-8 of TCA Cable TV, Inc. Gentlemen: We are acting as counsel for TCA Cable TV, Inc., a Texas corporation (the "Company"), in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of the offering and sale of up to 150,000 shares of the Company's Common Stock, par value $0.10 per share (the "Shares"), in respect of the TCA Cable 401(k) Plan (the "Plan"). A Registration Statement on Form S-8 covering the offering and sale of the Shares (the "Registration Statement") is expected to be filed with the Securities and Exchange Commission (the "Commission") on or about the date hereof. In reaching the conclusions expressed in this opinion, we have examined and relied upon the originals or certified copies of all documents, certificates and instruments as we have deemed necessary to the opinions expressed herein, including the Company's Articles of Incorporation, as amended, the Bylaws of the Company and a copy of the Plan. In making the foregoing examinations, we have assumed the genuineness of all signatures on original documents, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. Based solely upon the foregoing, subject to the comments hereinafter stated, and limited in all respects to the laws of the State of Texas and the federal laws of the United States of America, it is our opinion that the Shares, when sold by the Company in respect of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Jackson Walker L.L.P. EX-23.1 3 CONSENT OF COOPERS & LYRAND L.L.P. 1 EXHIBIT 23.1 CONSENT OF COOPERS & LYBRAND, L.L.P. 2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of TCA Cable TV, Inc. ("the Company") on Form S-8 of our report dated January 15, 1998, on our audits of the consolidated financial statements of the Company as of October 31, 1997 and 1996, and for the three years in the period ended October 31, 1997, which report is included in the Company's Annual Report on Form 10-K. /s/ Coopers & Lybrand L.L.P. Dallas, Texas March 25, 1998 -----END PRIVACY-ENHANCED MESSAGE-----