As filed with the Securities and Exchange Commission on November 5, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CROWN CASTLE INTERNATIONAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0470458
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
510 Bering Drive
Suite 500
Houston, Texas 77057
(Address of Principal Executive Offices)
CROWN CASTLE INTERNATIONAL CORP.
2001 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Mr. W. Benjamin Moreland
Senior Vice President
and Chief Financial Officer
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX 77057
(Name and Address of Agent For Service)
(713) 570-3000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
E. Blake Hawk
Executive Vice President
and General Counsel
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, TX 77057
(713) 570-3000
CALCULATION OF REGISTRATION FEE
==================================================================================================
Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------
Common Stock (1) 7,152,440 shares (2) $2.45 (3) $17,523,478(3)
- --------------------------------------------------------------------------------------------------
Common Stock (1) 847,560 shares (4) $6.06 (5) $5,136,640 (5) $2,086
==================================================================================================
(1) Includes preferred stock purchase rights pursuant to the Amended and
Restated Rights Agreement, dated as of September 18, 2000, between the
Registrant and Mellon Investor Services LLC, as rights agent. In addition,
pursuant to Rule 416(a) under the Securities Act, this registration statement
also registers an indeterminate number of additional shares as may become
issuable under the anti-dilution provisions of the Crown Castle International
Corp. ("CCIC" or the "Company") 2001 Stock Incentive Plan in connection with
stock splits, stock dividends and similar transactions.
(2) Number of shares not subject to any outstanding options or grants.
(3) Computed pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low sale
prices on October 24, 2002, as reported by the New York Stock Exchange composite
tape ($2.45 per share).
(4) Number of shares subject to outstanding options.
(5) Computed pursuant to Rule 457(h) of the Securities Act, based on the
weighted average exercise price of outstanding options granted under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I of Form S-8 (Items 1 and 2) will be sent or
given to participants in the CCIC 2001 Stock Incentive Plan as specified by Rule
428(b)(1) under the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by us with the Securities and Exchange
Commission (the "Commission") pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated herein by
reference:
o Annual Report on Form 10-K, and the Form 10-K/A related thereto, for the
fiscal year ended December 31, 2001;
o Quarterly Report on Form 10-Q, and the Form 10-Q/A related thereto, for the
quarter ended March 31, 2002;
o Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;
o Current Reports on Form 8-K filed on January 11, 2002, March 11, 2002,
May 3, 2002, May 15, 2002, August 23, 2002 and October 11, 2002;
o All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, since December 31, 2001; and
o The description of our common stock contained in the Registration Statement
on Form S-1 filed with the Commission on June 19, 1998, including any
subsequent or future amendment or report for the purpose of updating such
description.
All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered under the plan have been
sold or which 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
the filing of such documents.
Any statement contained herein or in any document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
("DGCL") provides that a corporation has the power to indemnify any director or
officer, or former director or officer, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) against the expenses (including
attorneys' fees), judgments, fines or amounts paid in settlement actually and
reasonably incurred by them in connection with the defense of any action by
reason of being or having been directors or officers, if such
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person shall have acted in good faith and in a manner reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, provided that such person had no reasonable
cause to believe his conduct was unlawful, except that, if such action shall be
in the right of the corporation, no such indemnification shall be provided as to
any claim, issue or matter as to which such person shall have been judged to
have been liable to the corporation unless and to the extent that the Court of
Chancery of the State of Delaware (the "Court of Chancery"), or any court in
which such suit or action was brought, shall determine upon application that,
despite the adjudication of liability but in view of all of the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses as such court shall deem proper.
Accordingly, the Restated Certificate of Incorporation of the Company
provides that the Company shall, to the maximum extent permitted under the DGCL,
indemnify each person who is or was a director or officer of the Company. The
Company may, by action of the Board of Directors, indemnify other employees and
agents of the Corporation, directors, officers, employees or agents of a
subsidiary, and each person serving as a director, officer, partner, member,
employee or agent of another corporation, partnership, limited liability
company, joint venture, trust or other enterprise, at the request of the
Company, with the same scope and effect as the indemnification of directors and
officers of the Company. However, the Company shall be required to indemnify any
person seeking indemnification in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors or is a proceeding to enforce such person's
claim to indemnification pursuant to the rights granted by the Restated
Certificate of Incorporation or otherwise by the Company. The Company may also
enter into one or more agreements with any person which provide for
indemnification greater or different than that provided in the Restated
Certificate of Incorporation.
Furthermore, a director of the Company shall not be liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (1) for any breach of the director's duty of
loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) under Section 174 of the DGCL, or (4) for any transaction from which
the director derived an improper personal benefit.
The Company's By-laws provide that each person who was or is made a party
or is threatened to be made a party to or is involved in any manner in any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he or she or a person of whom he or she is the legal representative is or
was a director or officer of the Company or, while a director or officer of the
Company, a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall be indemnified and
held harmless by the Company to the fullest extent permitted by the DGCL. Such
indemnification shall continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that the Company shall indemnify any such
person seeking indemnification in connection with a Proceeding (or part thereof)
initiated by such person only if such Proceeding (or part thereof) was
authorized by the Board of Directors or is a Proceeding to enforce such person's
claim to indemnification pursuant to the rights granted by the Company's
By-laws. The Company shall pay the expenses incurred by any person described in
the first two sentences of this paragraph in defending any such Proceeding in
advance of its final disposition upon, to the extent such an undertaking is
required by applicable law, receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Company as authorized in the
Company's By-laws or otherwise.
The Company's By-laws further provide that the indemnification and the
advancement of expenses incurred in defending a Proceeding prior to its final
disposition provided by, or granted pursuant to, the Company's By-laws shall not
be exclusive of any other right which any person may have or hereafter acquire
under any statute, provision of the Restated Certificate of Incorporation, other
provision of the Company's By-laws or otherwise. The Company may also maintain
insurance, at its expense, to protect itself and any person who is or was a
director, officer, partner, member, employee or agent of the Company or a
subsidiary or of another corporation, partnership, limited liability company,
joint venture, trust or other enterprise against any expense, liability or loss,
whether or not the Company would have the power to indemnify such person against
such expense, liability or loss under the DGCL.
The Company's By-laws further provide that the Company may, to the extent
authorized from time to time by the Board of Directors, grant rights to
indemnification, and rights to be paid by the Company the expenses incurred in
defending any Proceeding in advance of its final disposition, to any person who
is or was an employee or
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agent (other than a director or officer) of the Company or a subsidiary thereof
and to any person who is or was serving at the request of the Company or a
subsidiary thereof as a director, officer, partner, member, employee or agent of
another corporation, partnership, limited liability company, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans maintained or sponsored by the Company or a subsidiary thereof, to the
fullest extent of the provisions of the Company's By-laws with respect to the
indemnification and advancement of expenses of directors and officers of the
Company.
CCIC carries liability insurance for its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
4.1 Restated Certificate of Incorporation of Crown Castle
International Corp., dated August 21, 1998 (incorporated by
reference to exhibit 3.1 to the Company's Registration Statement
on Form S-4 previously filed by the Registrant, Reg. No.
333-71715)
4.2 Amended and Restated Bylaws of Crown Castle International Corp.,
dated August 21, 1998 (incorporated by reference to exhibit 3.2
to the Company's Registration Statement on Form S-4 previously
filed by the Company, Reg. No. 333-71715)
4.3 Specimen Certificate of Common Stock (incorporated by reference
to exhibit 4.6 to the Company's Registration Statement on Form
S-1 previously filed by the Company, Reg. No. 333-57283)
4.4 Amended and Restated Rights Agreement dated as of September 18,
2000, between Crown Castle International Corp. and Mellon
Investor Services LLC (incorporated by reference to exhibit 99.6
to the Company's Registration Statement on Form 8-A12G/A, dated
September 19, 2000, Reg. No. 0-24737)
4.5 Crown Castle International Corp. 2001 Stock Incentive Plan
(incorporated by reference to Appendix A of the Company's
Definitive Proxy Statement on Schedule 14A as filed with the
Commission on April 24, 2002)
*5.1 Opinion of Counsel
*23.1 Consent of Counsel (included in Exhibit 5.1)
*23.2 Consent of KPMG
*24.1 Power of attorney (included on the signature page)
- -----------------
* Filed herewith.
4
ITEM 9. UNDERTAKINGS.
(a) We hereby undertake:
(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.
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 a 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 Registration Statement is on Form S-3, Form S-8 or Form
F-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by us 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.
(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefits 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 our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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 us of
expenses incurred or paid by a director, officer or controlling person 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, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933 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 registrant
certifies that it has reasonable grounds to believe that it meets all 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 Houston, State of Texas, on October 30, 2002.
CROWN CASTLE INTERNATIONAL CORP.
By: /s/ E. Blake Hawk
-----------------------------------
E. Blake Hawk, Executive Vice
President and General Counsel
POWER OF ATTORNEY
Each of the undersigned hereby appoints E. Blake Hawk and W. Benjamin
Moreland, and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.
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 October 30, 2002.
Signature Title
--------- -----
/s/ John P. Kelly Director, Chief Executive Officer and President
- ----------------------------------------------------- (Principal Executive Officer)
John P. Kelly
/s/ W. Benjamin Moreland Senior Vice President and Chief Financial Officer
- ----------------------------------------------------- (Principal Financial Officer)
W. Benjamin Moreland
/s/ Wesley D. Cunningham Senior Vice President, Chief Accounting Officer and
- ----------------------------------------------------- Corporate Controller
Wesley D. Cunningham (Principal Accounting Officer)
/s/ J. Landis Martin Chairman of the Board
- -----------------------------------------------------
J. Landis Martin
/s/ Carl Ferenbach Director
- -----------------------------------------------------
Carl Ferenbach
/s/ Ari Q. Fitzgerald Director
- -----------------------------------------------------
Ari Q. Fitzgerald
/s/ Randall A. Hack Director
- -----------------------------------------------------
Randall A. Hack
/s/ Dale Hatfield Director
- -----------------------------------------------------
Dale Hatfield
/s/ Lee W. Hogan Director
- -----------------------------------------------------
Lee W. Hogan
/s/ Edward C. Hutcheson, Jr. Director
- -----------------------------------------------------
Edward C. Hutcheson, Jr.
/s/ Robert F. McKenzie Director
- --------------------------------------------
Robert F. McKenzie
/s/ William D. Strittmatter Director
- -----------------------------------------------------
William D. Strittmatter
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INDEX TO EXHIBITS
Exhibit Description
------- -----------
4.1 Restated Certificate of Incorporation of Crown Castle
International Corp., dated August 21, 1998 (incorporated by
reference to exhibit 3.1 to the Company's Registration Statement
on Form S-4 previously filed by the Registrant, Reg. No.
333-71715)
4.2 Amended and Restated Bylaws of Crown Castle International Corp.,
dated August 21, 1998 (incorporated by reference to exhibit 3.2
to the Company's Registration Statement on Form S-4 previously
filed by the Company, Reg. No. 333-71715)
4.3 Specimen Certificate of Common Stock (incorporated by reference
to exhibit 4.6 to the Company's Registration Statement on Form
S-1 previously filed by the Company, Reg. No. 333-57283)
4.4 Amended and Restated Rights Agreement dated as of September 18,
2000, between Crown Castle International Corp. and Mellon
Investor Services LLC (incorporated by reference to exhibit 99.6
to the Company's Registration Statement on Form 8-A12G/A, dated
September 19, 2000, Reg. No. 0-24737)
4.5 Crown Castle International Corp. 2001 Stock Incentive Plan
(incorporated by reference to Appendix A of the Company's
Definitive Proxy Statement on Schedule 14A as filed with the
Commission on April 24, 2002)
*5.1 Opinion of Counsel
*23.1 Consent of Counsel (included in Exhibit 5.1)
*23.2 Consent of KPMG
*24.1 Power of attorney (included on the signature page)
- -----------------
* Filed herewith.
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Exhibit 5.1
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, Texas 77057
November 5, 2002
Crown Castle International Corp.
510 Bering Drive, Suite 500
Houston, Texas 77057
Gentlemen:
I am the Associate General Counsel of Crown Castle International Corp., a
Delaware corporation (the "Company"), and have acted as counsel to the Company
in connection with the preparation of the Registration Statement on Form S-8
(the "Registration Statement") which relates to the registration of shares of
the Company's common stock, $.01 par value per share (the "Common Stock"),
issuable pursuant to the Company's 2001 Stock Incentive Plan (the "Plan").
In connection therewith, I have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) the Plan; and
(iii) such other documents, corporate records, certificates and other
instruments as I have deemed necessary for the expression of the opinions
contained herein.
In making the foregoing examination, I have assumed the genuineness of all
signatures and the authenticity of all documents submitted to me as originals,
and the conformity to original documents of all documents submitted to me as
certified or photostatic copies. Furthermore, I have assumed that prices to be
paid for shares of Common Stock will equal or exceed the par value per share of
the Common Stock.
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, I am of the opinion that the 8,000,000
shares of Common Stock covered by the Registration Statement, which may be
issued from time to time pursuant to the purchase of shares of Common Stock in
accordance with the terms of the Plan, have been duly authorized for issuance by
the Company, and, when so issued in accordance with the respective terms and
conditions of the Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, however, I do not
hereby admit that I am within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 and the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donald J. Reid, Jr.
Associate General Counsel
& Corporate Secretary
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Crown Castle International Corp.:
We consent to incorporation by reference in the registration statement on Form
S-8 of Crown Castle International Corp., of our reports dated February 28, 2002,
relating to the consolidated balance sheets of Crown Castle International Corp.
and subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of operations and comprehensive loss, cash flows and stockholders'
equity for each of the years in the three-year period ended December 31, 2001,
and all related schedules, which reports appear in the December 31, 2001, annual
report on Form 10-K, and in the Form 10-K/A related thereto, of Crown Castle
International Corp. The audit report covering the December 31, 2001 financial
statements refers to a change in the method of accounting for derivative
instruments and hedging activities in 2001.
KPMG LLP
/s/ KPMG LLP
Houston, Texas
November 4, 2002
