As filed with the Securities and Exchange Commission on August 5, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 POINTE FARMS, MI 48236
(Address of Principal Executive Offices) (Zip Code)
SAGA COMMUNICATIONS, INC. 2003 EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
Paul R. Rentenbach, Esq.
Dykema Gossett PLLC
400 Renaissance Center
Detroit, Michigan 48243
(313) 568-6800
(Name and Address of Agent for Service)
Telephone number, including area code, of agent for service: (313) 568-6800
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PRICE PER SHARE(2) OFFERING PRICE(2) FEE
---------------- ---------- --------------- -------------- ---
Class A Common Stock 1,500,000 shs. $18.12 $ 27,180,000 $ 2,198.87
Class B Common Stock 500,000 shs. 18.12 9,060,000 732.95
Class A Common Stock 500,000 shs. -0- -0- -0-
issuable upon conversion
of Class B Common Stock (1)
TOTAL $ 2,931.82
(1) The Class B Common Stock is convertible, at the option of the holder, into
an equal number of shares of Class A Common Stock.
(2) This calculation is made solely for the purpose of determining the amount of
the Registration Fee pursuant to Rules 457(h) and 457(i) based on the average of
the high and low prices for the Common Stock on the American Stock Exchange on
July 31, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement (the "Registration Statement") relates to
the issuance of shares of Class A Common Stock, Class B Common Stock, and Class
A Common Stock issuable upon conversion of the Class B Common Stock
(collectively, the "Common Stock"), of Saga Communications, Inc., a Delaware
corporation (the "Company"), to persons who participate in the Saga
Communications, Inc. 2003 Employee Stock Option Plan (the "Plan").
The documents containing the information specified in Part I of this
Form S-8 (Plan information, Company information and employee plan annual
information) will be sent or given to participants as specified by Securities
and Exchange Commission Rule 428(b)(1). Such documents need not be filed with
the Securities and Exchange Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
These documents, and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of this Form S-8 (Part II hereof),
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003.
(c) The Company's Current Reports on Form 8-K filed February 27,
2003 and May 27, 2003.
(d) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, No. 1-11588,
filed on December 4, 1992, under the Securities Exchange Act
of 1934.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment which
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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 to be a part hereof from the date
of filing of each such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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 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
Company, 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
the Delaware Code, as from time to time amended. The By-Laws further provide
that 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 stockholders 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
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duty as a director, other than liability (a) for breach of the director's duty
of loyalty to the Company 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 Code or (d) for any transaction from
which the director derived an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with this Registration Statement:
Exhibit
Number Description
------ -----------
5.1 Opinion of Dykema Gossett PLLC as to the legality of the securities
being registered.
10(f) Saga Communications, Inc. 2003 Employee Stock Option Plan adopted May
12, 2003.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).
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 to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each 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.
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(b) The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's 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.
(h) 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 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 this 5th
day of August, 2003.
SAGA COMMUNICATIONS, INC.
By: /S/ SAMUEL D. BUSH
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Samuel D. Bush
Senior Vice President, Chief Financial
Officer, and Treasurer
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POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Samuel D.
Bush and Catherine A. Bobinski, or either of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution, for him or her
and in his or her name, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this Registration Statement filed by
Saga Communications, Inc. and to file the same with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
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 5, 2003.
SIGNATURE TITLE
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/S/ EDWARD K. CHRISTIAN President, Chief Executive Officer and Chairman of the Board
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Edward K. Christian
/S/ SAMUEL D. BUSH Senior Vice President, Chief Financial Officer and Treasurer
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Samuel D. Bush
/S/ CATHERINE A. BOBINSKI Vice President, Corporate Controller and Chief Accounting Officer
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Catherine A. Bobinski
/S/ KRISTIN ALLEN Director
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Kristin Allen
/S/ DONALD ALT Director
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Donald Alt
/S/ BRIAN BRADY Director
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Brian Brady
/S/ JONATHAN FIRESTONE Director
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Jonathan Firestone
/S/ ROBERT J. MACCINI Director
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Robert J. Maccini
/S/ GARY STEVENS Director
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Gary Stevens
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
5.1 Opinion of Dykema Gossett PLLC as to the legality of the
securities being registered.
10(f) Saga Communications, Inc. 2003 Employee Stock Option Plan
adopted May 12, 2003.
23.1 Consent of Ernst & Young LLP.
23.3 Consent of Dykema Gossett PLLC (contained in Exhibit 5.1).
24.1 Power of Attorney (contained on signature page).