As filed with the Securities and Exchange Commission on May 24, 2002
REGISTRATION NO. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LAMAR ADVERTISING COMPANY
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 72-1449411
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
5551 CORPORATE BLVD., BATON ROUGE, LOUISIANA 70808
(Address of Principal Executive Offices)
1996 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
KEVIN P. REILLY, JR.
Chairman, President and Chief Executive Officer
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
(Name, Address and Telephone Number of Agent for Service)
with copies to:
STANLEY KELLER, ESQ.
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(3) REGISTRATION FEE
--------------------------------- ---------------- ------------------ ------------------ ----------------
Class A Common Stock, $0.001
par value....................... 3,000,000 shares $43.30 $129,900,000 $11,951
(1) Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of Lamar Class A common stock may be issued or
issuable as a result of a stock split or other distribution declared at
any time by the Board of Directors while this registration statement is
in effect, this registration statement is hereby deemed to cover all
such additional Class A common stock.
(2) Estimated solely for the purpose of determining the registration fee
and computed pursuant to Rule 457(h) and based upon the average of the
high and low sale prices on May 20, 2002 as reported by the Nasdaq
National Market.
(3) This Registration Statement registers an additional 3,000,000 shares
issuable under the registrant's 1996 Equity Incentive Plan (the
"Plan"). The registrant has previously registered 5,000,000 shares
issuable under the Plan (Registration Statement Nos. 333-10337,
333-79571 and 333-37858).
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENTS.
Pursuant to Instruction E to Form S-8, the registrant incorporates by
reference into this registration statement the contents of the registration
statements it filed on Form S-8 with the SEC on August 16, 1996 (File No.
333-10337), May 28, 1999 (File No. 333-79571), as amended by Post-Effective
Amendment No. 1 thereto filed with the SEC on July 19, 1999, and May 25, 2000
(File No. 333-37858), in their entirety, except as to items set forth below. The
Form S-8 filed on August 16, 1996 relates to the registration of 2,000,000
shares of the registrant's Class A common stock, $0.001 par value per share
authorized for issuance under the registrant's 1996 Equity Incentive Plan (the
"Plan"); these 2,000,000 shares of Class A common stock currently represent
3,000,000 shares of Class A common stock after giving effect to a 3:2 stock
split that became effective on February 27, 1998. The Forms S-8 filed on May 28,
1999 and May 25, 2000 each relate to the registration of 1,000,000 shares of the
registrant's Class A common stock authorized for issuance under the Plan. This
Registration Statement provides for the registration of an additional 3,000,000
shares of the registrant's Class A common stock authorized for issuance under
the Plan.
ITEM 8. EXHIBITS.
See Exhibit Index on page 5.
2
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 Baton Rouge, State of Louisiana, on this 23rd day of
May 2002.
LAMAR ADVERTISING COMPANY
By: /s/ Kevin P. Reilly, Jr.
---------------------------------------
Kevin P. Reilly, Jr., Chairman,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Lamar Advertising
Company, hereby severally constitute and appoint Kevin P. Reilly, Jr. and Keith
A. Istre, and each of them singly, our true and lawful attorneys-in-fact, with
full power to them in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including any post-effective amendments
thereto), and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact may 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 below by the following persons in the
capacities indicated on this 23rd day of May, 2002.
Signature Capacity
--------- --------
/s/ Kevin P. Reilly, Jr. President, Chief Executive Officer
------------------------------------ (Principal Executive Officer) and Director
Kevin P. Reilly, Jr.
/s/ Keith A. Istre Chief Financial Officer
------------------------------------ (Principal Financial Officer and Principal
Keith A. Istre Accounting Officer) and Director
/s/ Charles W. Lamar, III Director
------------------------------------
Charles W. Lamar, III
/s/ Gerald H. Marchand Director
------------------------------------
Gerald H. Marchand
/s/ Stephen P. Mumblow Director
------------------------------------
Stephen P. Mumblow
/s/ Sean E. Reilly Director
------------------------------------
Sean E. Reilly
/s/ Anna Reilly Cullinan Director
------------------------------------
Anna Reilly Cullinan
/s/ T. Everett Stewart, Jr. Director
------------------------------------
T. Everett Stewart, Jr.
/s/ John Maxwell Hamilton Director
------------------------------------
John Maxwell Hamilton
/s/ Thomas Reifenheiser Director
------------------------------------
Thomas Reifenheiser
3
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 Certificate of Incorporation of Lamar New Holding Co.
Previously filed as exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 1999 (File
No. 0-20833) filed on August 16, 1999 and incorporated herein
by reference.
4.2 Certificate of Amendment of Certificate of Incorporation of
Lamar New Holding Co. (whereby the name of Lamar New Holding
Co. was changed to Lamar Advertising Company). Previously
filed as exhibit 3.2 to the Company's Quarterly Report on Form
10-Q for the period ended June 30, 1999 (File No. 0-20833)
filed on August 16, 1999 and incorporated herein by reference.
4.3 Certificate of Correction of Certificate of Incorporation of
Lamar Advertising Company. Previously filed as Exhibit 3.4 to
the Company's Quarterly Report on Form 10-Q for the period
ended September 30, 2000 (File No. 0-30242) filed on November
14, 2000 and incorporated herein by reference.
4.4 Amended and Restated Bylaws of the Company. Previously filed
as exhibit 3.3 to the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 1999 (File No. 0-20833) filed on
August 16, 1999 and incorporated herein by reference.
5 Opinion of Palmer & Dodge LLP as to the legality of the
securities registered hereunder. Filed herewith.
23.1 Consent of Palmer & Dodge LLP (contained in Exhibit 5).
23.2 Consent of KPMG LLP, independent accountants. Filed herewith.
24 Power of Attorney (included in the signature page hereto).