As filed with the Securities and Exchange Commission on December 13, 1996 Registration No. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ GRAY COMMUNICATIONS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Georgia 58-0285030 (State or other jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 126 North Washington Street Albany, Georgia 31701 (912) 434-8732 (Address of principal executive offices) (Zip code) GRAY COMMUNICATIONS SYSTEMS, INC. CAPITAL ACCUMULATION PLAN (Full title of the Plan) William A. Fielder III Vice President and Chief Financial Officer Gray Communications Systems, Inc. 126 North Washington Street Albany, Georgia 31701 (912) 434-8732 (Name, address, including zip code, and telephone number, including area code, of agent for service) _________________________________ COPIES TO: Henry O. Smith III Neal H. Ray Proskauer Rose Goetz & Mendelsohn LLP Heyman & Sizemore 1585 Broadway 2300 International Tower New York, New York 10036 Atlanta, Georgia 30303 (212) 969-3000 (404) 521-2268 CALCULATION OF REGISTRATION FEE (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h).
====================================================================================================== Proposed maximum Proposed maximum Amount of Title of securities to be Amount to be offering price aggregate offering Registration registered registered per share(1) price(1) Fee - ------------------------------------------------------------------------------------------------------ Class B Common Stock, no par value 200,000 shares $16.00 $3,200,000 $970 ====================================================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission by Gray Communications Systems, Inc., a Georgia corporation (the "Company" or the "Registrant"), are incorporated herein by reference: (1) the Company's prospectus, dated September 24, 1996, relating to the Company's Class B Common Stock, as filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933; (2) the Company's Current Report on Form 8-K, dated January 18, 1996, as amended by a Form 8-K/A-1, dated March 15, 1996, and a Form 8-K/A-2, dated July 12, 1996; (3) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, as amended by a Form 10-Q/A-1, dated July 10, 1996, and a Form 10-Q/A-2, dated September 9, 1996; (4) the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, as amended by a Form 10-Q/A, dated September 9, 1996; (5) the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1996; (6) the Company's Current Report on Form 8-K, dated October 15, 1996; and (7) the description of the Company's Class B Common Stock, no par value, contained in the Company's Registration Statement filed on Form 8-A, dated September 13, 1996. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which 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 part hereof from the date of filing such documents. Any statement in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. II-1 ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Business Corporation Code of the State of Georgia grants corporations incorporated thereunder (such as the Company) the power to indemnify its officers and directors against liability for certain of their acts. The Company's Articles of Incorporation eliminate the liability of directors to stockholders of the Company for monetary damages arising out of the directors' breach of their fiduciary duty of care. The By-laws of the Company authorize indemnification of its directors, officers, incorporators, employees and agents with respect to certain costs, expenses and amounts incurred in connection with an action, suit, or proceeding by reason of the fact that such person was serving as a director, officer, incorporator, employee, or agent of the Company. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 3.1 Articles of Incorporation of Gray Communications Systems, Inc., as amended (incorporated by reference to Exhibit 3 to the Company's Form 10 dated October 7, 1991, as amended on January 29, 1992 and March 2, 1992, and Exhibit 3(i) to the Company's Form 10-K for the fiscal year ended June 30, 1993) 3.2 Articles of Amendment to the Articles of Incorporation of Gray Communications Systems, Inc. relating to the Class A Common Stock and the Class B Common Stock and the Series A Preferred Stock and Series B Preferred Stock (incorporated by reference to Exhibit 3.1.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-4338)) 3.3 By-Laws of Gray Communications Systems, Inc., as amended (incorporated by reference to Exhibit 3(i) to the Company's Form 10 dated October 7, 1991, as amended on January 29, 1992 and March 2, 1992, Exhibit 3(i) to the Company's Form 10-K for the period ended from June 30, 1993 and Exhibit 3(d) to the Company's Form 10-K for the transition period from July 1, 1993 to December 31, 1993) 3.4 Amendment to the By-Laws of Gray Communication Systems, Inc. dated September 3, 1996 (incorporated by reference to Exhibit 3.2.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-4338)) 5 Opinion of Heyman & Sizemore re: validity of securities II-2 23.1 Consent of Ernst & Young LLP as to use of their report on the financial statements for Gray Communications Systems, Inc. 23.2 Consent of Ernst & Young LLP as to use of their report on certain financial statements of WRDW-TV 23.3 Consent of Ernst & Young LLP as to use of their report on certain financial statements of the Broadcasting and Paging Operations of John H. Phipps, Inc. 23.4 Consent of Deloitte & Touche LLP for certain financial statements of WRDW-TV 23.5 Consent of Heyman & Sizemore (included in Exhibit 5) 24 Power of Attorney (see 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, (i) 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; (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; (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 the Registrant pursuant to Section 13 or 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 the 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. II-3 (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or 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. (c) 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 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 Act and will be governed by the final adjudication of such issue. II-4 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 Atlanta, State of Georgia, on December 12, 1996. GRAY COMMUNICATIONS SYSTEMS, INC. By: /s/ J. Mack Robinson ---------------------------------------- J. Mack Robinson President SIGNATURES AND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose signature appears below hereby constitutes and appoints Sabra H. Cowart and William A. Fielder III, or either of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, to sign on his behalf individually and in any and all capacities any and all amendments (including post-effective amendments) to a Registration Statement on Form S-8 relating to the registration under the Securities Act of 1933 of shares of Class B Common Stock of Gray Communications Systems, Inc. under the Gray Communications Systems, Inc. Capital Accumulation Plan and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission, granting to such attorneys-in-fact and agents, and each of them, full power and authority to do all such other acts and things requisite or necessary to be done, and to execute all such other documents as they, or either of them, may deem necessary or desirable in connection with the foregoing, as fully as the undersigned might or could do in person, hereby ratifying and confirming all that such 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 and on the dates indicated. SIGNATURES TITLE DATE /s/ J. Mack Robinson President and Director December 12, 1996 - -------------------- (principal executive officer) J. Mack Robinson /s/ William A. Fielder III Vice President and Chief December 12, 1996 - -------------------------- Financial Officer William A. Fielder III (principal financial officer) /s/ Sabra H. Cowart Controller and Chief December 12, 1996 - ------------------- Accounting Officer (principal Sabra H. Cowart accounting officer) II-5 /s/ Richard L. Boger Director December 12, 1996 - -------------------- Richard L. Boger /s/ Hilton H. Howell, Jr. Director December 12, 1996 - ------------------------- Hilton H. Howell, Jr. /s/ William E. Mayher III Director December 12, 1996 - ------------------------- William E. Mayher III /s/ Howell W. Newton Director December 12, 1996 - -------------------- Howell W. Newton /s/ Robert S. Prather, Jr. Director December 12, 1996 - -------------------------- Robert S. Prather, Jr. /s/ Hugh Norton Director December 12, 1996 - --------------- Hugh Norton II-6
EXHIBIT 5 December 12, 1996 Gray Communications Systems, Inc. 126 North Washington Street Albany, Georgia 31701 Dear Sirs: We are acting as counsel to Gray Communications Systems, Inc., a Georgia corporation (the "Company"), in connection with the Registration Statement on Form S-8 with exhibits thereto (the "Registration Statement") filed by the Company under the Securities Act of 1933, as amended, and the rules and regulations thereunder, relating to the registration of 200,000 shares (the "Shares") of Class B Common Stock, no par value (the "Class B Common Stock"), of the Company for use in connection with the Company's Capital Accumulation Plan (the "Plan"). The Plan provides that the Shares to be used thereunder may be currently issued shares of Class B Common Stock (the "Currently Issued Shares") or may be shares of Class B Common Stock issued by the Company for delivery pursuant to the Plan (the "Newly Issued Shares"). As such counsel, we have participated in the preparation of the Registration Statement. We have reviewed the corporate minutes relating to the Plan and have also examined and relied upon originals or copies, certified or otherwise authenticated to our satisfaction, of all such corporate records, documents, agreements, and instruments relating to the Company, and certificates of public officials and of representatives of the Company, and have made such investigations of law, and have discussed with representatives of the Company and such other persons such questions of fact, as we have deemed proper and necessary as a basis for rendering this opinion. Based upon, and subject to, the foregoing, we are of the opinion that (i) the Currently Issued Shares are duly authorized, validly issued, fully paid, and non-assessable and (ii) the Newly Issued Shares are duly authorized and, upon issuance of the Newly Issued Shares in accordance with the terms of the Plan, the Newly Issued Shares will be, assuming no change in the applicable law or pertinent facts, validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Heyman & Sizemore
EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement pertaining to the Gray Communications Systems, Inc. Capital Accumulation Plan of our report, dated February 14, 1996 (except for Note K, as to which the date is August 9, 1996), with respect to the consolidated financial statements of Gray Communications Systems, Inc. (the "Company") included in the Company's prospectus, dated September 24, 1996, filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933. ERNST & YOUNG LLP Columbus, Georgia December 12, 1996
EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement pertaining to the Gray Communications Systems, Inc. Capital Accumulation Plan of our report, dated January 26, 1996, with respect to the financial statements of WRDW-TV, an operating station of Television Station Partners, L.P. included in the prospectus, dated September 24, 1996, of Gray Communications Systems, Inc. filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933. ERNST & YOUNG LLP Atlanta, Georgia December 12, 1996
EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in this Registration Statement pertaining to the Gray Communications Systems, Inc. Capital Accumulation Plan of our report, dated February 19, 1996, with respect to the financial statements of the Broadcasting and Paging Operations of John H. Phipps, Inc. included in the prospectus, dated September 24, 1996, of Gray Communications Systems, Inc. filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933. ERNST & YOUNG LLP Atlanta, Georgia December 12, 1996
EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference herein of our report, dated May 12, 1995, relating to the balance sheets of WRDW-TV (an operating station of Television Station Partners, L.P.) as of December 31, 1994 and the related statements of income, partnership's equity and cash flows for the years ended December 31, 1993 and 1994, which report appears in the prospectus, dated September 24, 1996, of Gray Communications Systems, Inc. filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933. DELOITTE & TOUCHE LLP New York, New York December 11, 1996