-----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, UD3NgHnKzkmSXNtWqHlCZvPyOKhRrbvvHRoZPF+u2bV+gJBqyqP0HmEyMwjKjfBr jh+xys0ZD46mdyABW8mUxw== 0000928385-95-000577.txt : 19951211 0000928385-95-000577.hdr.sgml : 19951211 ACCESSION NUMBER: 0000928385-95-000577 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951208 EFFECTIVENESS DATE: 19951227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOBILE TELECOMMUNICATION TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000842915 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 640518209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64853 FILM NUMBER: 95600354 BUSINESS ADDRESS: STREET 1: 200 S LAMAR ST STREET 2: SECURITY CENTRE S BUILDING CITY: JACKSON STATE: MS ZIP: 39201 BUSINESS PHONE: 6019441300 MAIL ADDRESS: STREET 1: 200 S LAMAR ST STREET 2: SECURITY CENTRE SOUTH BUILDING CITY: JACKSON STATE: MS ZIP: 39201 S-8 1 FORM S-8 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on December 8, 1995 Registration No. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- MOBILE TELECOMMUNICATION TECHNOLOGIES CORP. (Exact name of registrant as specified in its charter) Delaware 64-0518209 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 South Lamar Street Security Centre, South Building Jackson, Mississippi 39201 (Address of principal executive offices including zip code) MOBILE TELECOMMUNICATION TECHNOLOGIES CORP. 1990 EXECUTIVE INCENTIVE PLAN (Full title of the plan) Leonard G. Kriss Senior Vice President, General Counsel and Secretary Mobile Telecommunication Technologies Corp. 200 South Lamar Street Security Centre, South Building Jackson, Mississippi 39201 (Name and address of agent for service) (601) 944-1300 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------- PROPOSED TITLE OF PROPOSED MAXIMUM SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE - ------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share with associated rights 3,500,000 $20.50 $71,750,000 $24,741.38 =============================================================================================================
(1) Registrant has previously registered 2,500,000 shares of Common Stock with associated rights issuable to officers and employees of Registrant and its subsidiaries pursuant to the Mobile Telecommunication Technologies Corp. 1990 Executive Incentive Plan (the "Plan") on its Registration Statement on Form S-8 (No. 33-55722). This Registration Statement is being filed to register additional shares of Common Stock for issuance under the Plan. (2) Pursuant to Rule 457(h) under the Securities Act of 1933, this estimate is made solely for the purpose of calculating the amount of the registration fee and is based on the average of the high and low prices of the Common Stock reported on the NASDAQ National Market System on December 7, 1995. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents heretofore filed by Mobile Telecommunication Technologies Corp. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (1) Registration Statement on Form S-8 (No. 33-55722) filed on December 15, 1992; (2) Annual Report on Form 10-K for the fiscal year ended December 31, 1994, filed on March 31, 1995; (3) Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1995, filed on May 15, 1995; (4) Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1995, filed on August 14, 1995; (5) Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1995, filed on November 14, 1995; (6) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 10, filed on November 18, 1988 and declared effective on December 29, 1988 (File No. 0-17316); (7) The amended description of the Company's Common Stock contained in the Form 8 Amendment to the Registration Statement on Form 10, filed on April 4, 1989; (8) The description of the Company's Rights to Purchase Stock contained in the Registration Statement on Form 8-A, filed on August 3, 1989; and (9) The portions of the Proxy Statement for the Annual Meeting of Stockholders of the Company held May 25, 1995, that have been incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1994. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities 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 that also is incorporated or 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. Item 8. Exhibits. 4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.3 to the Registration Statement on Form 10 filed on November 18, 1988 and declared effective on December 29, 1988, incorporated herein by reference) 4.2 By-Laws of the Company, as amended (filed as Exhibit 3.4 to the Registration Statement on Form 10 filed on November 18, 1988 and declared effective on December 29, 1988, incorporated herein by reference) 4.3 Certificate of Designations of Series C Junior Participating Preferred Stock of the Company (filed as Exhibit 3 to the Registration Statement on Form 8-A filed on August 3, 1989, incorporated herein by reference) 4.4 Rights Agreement dated as of July 26, 1989 between the Company and NCNB Texas National Bank (filed as Exhibit 2 to the Registration Statement on Form 8-A filed on August 3, 1989, incorporated herein by reference) 4.5 Form of Right Certificate of the Company (filed as Exhibit 1 to the Registration Statement on Form 8-A filed on August 3, 1989, incorporated herein by reference) 4.6 Certificate of Designations of the $2.25 Cumulative Convertible Exchangeable Preferred Stock of the Company (Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1993, incorporated herein by reference) - 2 - 4.7 Form of Common Stock Certificate of the Company (filed as Exhibit 4.1 to the Registration Statement on Form S-1, File No. 33-30923, filed on September 1, 1989 and declared effective on October 11, 1989, incorporated herein by reference) 4.8 Mobile Telecommunication Technologies Corp. 1990 Executive Incentive Plan, as amended, (filed as Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, incorporated herein by reference) 4.9 Form of non-qualified stock option agreement (filed as an exhibit to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, incorporated herein by reference) 5 Opinion of Counsel 23.1 Consent of Independent Public Accountants 23.2 Consent of Counsel (included in Exhibit 5 hereto) - 3 - 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 this Registration Statement 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 Jackson, State of Mississippi, on the 31st day of October, 1995. MOBILE TELECOMMUNICATION TECHNOLOGIES CORP. By: /s/ John N. Palmer ------------------------- John N. Palmer Chairman of the Board Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------------------- ---------------- ------------- /s/ John N. Palmer - ----------------------- John N. Palmer Chairman of the Board October 31, 1995 (Principal Executive Officer) /s/ M. Bernard Puckett - ----------------------- M. Bernard Puckett President, Chief October 31, 1995 Executive Officer and Director /s/ J. Robert Fugate - ----------------------- J. Robert Fugate Senior Vice President- October 31, 1995 Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
- 4 - /s/ Haley Barbour - ----------------------- Haley Barbour Director October 31, 1995 /s/ Thomas G. Barksdale - ----------------------- Thomas G. Barksdale Director October 31, 1995 /s/ Jai P. Bhagat - ----------------------- Jai P. Bhagat Director October 31, 1995 - ----------------------- Gregory Maffei Director __________, 1995 /s/ R. Faser Triplett - ----------------------- R. Faser Triplett Director October 31, 1995 /s/ E. Lee Walker - ----------------------- E. Lee Walker Director October 31, 1995 /s/ John E. Welsh III - ----------------------- John E. Welsh III Director October 31, 1995 - 5 - EXHIBIT INDEX The following exhibits are filed as part of this Registration Statement. Where such filing is made by incorporation by reference (I/B/R) to a previously filed statement or report, such statement or report is identified in parentheses.
Exhibit Number Exhibit Description 4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit 3.3 to the Registration Statement on Form 10 filed on November 18, 1988 and declared effective on December 29, 1988) I/B/R 4.2 By-Laws of the Company, as amended (filed as Exhibit 3.4 to the Registration Statement on Form 10 filed on November 18, 1988 and declared effective on December 29, 1988) I/B/R 4.3 Certificate of Designations of Series C Junior Participating Preferred Stock of the Company (filed as Exhibit 3 to the Registration Statement on Form 8-A filed on August 3, 1989) I/B/R 4.4 Rights Agreement dated as of July 26, 1989 between the Company and NCNB Texas National Bank (filed as Exhibit 2 to the Registration Statement on Form 8-A filed on August 3, 1989) I/B/R 4.5 Form of Right Certificate of the Company (filed as Exhibit 1 to the Registration Statement on Form 8-A filed on August 3, 1989) I/B/R 4.6 Certificate of Designations of the $2.25 Cumulative Convertible Exchangeable Preferred Stock of the Company (Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 1993) I/B/R
- 6 - 4.7 Form of Common Stock Certificate of the Company (filed as Exhibit 4.1 to the Registration Statement on Form S-1, File No. 33-30923, filed on September 1, 1989 and declared effective on October 11, 1989) I/B/R 4.8 Mobile Telecommunication Technologies Corp. 1990 Executive Incentive Plan, as amended, (filed as Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, incorporated herein by reference) I/B/R 4.9 Form of non-qualified stock option agreement (filed as an exhibit to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the year ended December 31, 1990, incorporated herein by reference) I/B/R 5 Opinion of Counsel 23.1 Consent of Independent Public Accountants 23.2 Consent of Counsel (included in Exhibit 5 hereto)
- 7 - EX-5 2 EXHIBIT 5 Exhibit 5 December 8, 1995 Mobile Telecommunication Technologies Corp. 200 South Lamar Street Security Centre, South Building Jackson, Mississippi 39201 Re: Registration Statement on Form S-8 of Mobile Telecommunication Technologies Corp. Relating to 3,500,000 Shares of Common Stock, Par Value $0.01 Per Share with Associated Rights, Available for Issuance Pursuant to Its 1990 Executive Incentive Plan, as Amended Ladies and Gentlemen: We have acted as counsel for Mobile Telecommunication Technologies Corp., a Delaware corporation (the "Company"), in connection with the registration of 3,500,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), with associated rights to purchase stock of the Company (the "Rights"), available for issuance pursuant to the Mobile Telecommunication Technologies Corp. 1990 Executive Incentive Plan, as amended as of March 6, 1995 (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for the purposes of this opinion. In rendering the opinion herein with respect to the Rights, we have assumed that, in connection with the Company's creation and issuance of the Rights, the Directors of the Company would be entitled to the benefits of the business judgment rule. The opinion with respect to the Rights is limited to the authorization of the issuance, and the issuance, of the Rights in accordance with the Rights Agreement dated as of July 26, 1989 between the Company and NCNB Texas National Bank. Based upon and subject to the foregoing, we are of the opinion that the Shares with associated Rights are duly authorized and, when issued and sold in accordance with the Plan (and the forms of stock option agreements that are authorized thereunder) against payment of the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares with associated Rights under the Securities Act of 1933, as amended. Very truly yours, /s/ Jones, Day, Reavis & Pogue Jones, Day, Reavis & Pogue - 2 - EX-23.1 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 registration statement of our report dated February 17, 1995 included in Mobile Telecommunication Technologies Corp.'s Form 10-K for the year ended December 31, 1994 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Jackson, Mississippi December 4, 1995 -----END PRIVACY-ENHANCED MESSAGE-----