As filed with the Securities and Exchange Commission
on June 27, 2002
Registration No. 333-29885
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HUNGARIAN TELEPHONE AND CABLE CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3652685
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(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
32 Center Street, Darien, CT 06820
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(Address of principal executive offices) (Zip Code)
HUNGARIAN TELEPHONE AND CABLE CORP.
1992 INCENTIVE STOCK OPTION PLAN, AS AMENDED;
HUNGARIAN TELEPHONE AND CABLE CORP.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN; AND
CERTAIN EMPLOYMENT AGREEMENTS
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(Full title of the plans)
Peter T. Noone
General Counsel
Hungarian Telephone and Cable Corp.
32 Center Street
Darien, CT 06820
(203) 656-3882
(Name, Address including Zip Code,
and Telephone Number of Agent for Service)
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Parts I and II and Re-Offer Prospectus
The Registrant's Registration Statement No. 333-29885 was deemed effective
by the Securities and Exchange Commission on June 24, 1997 in connection with
the offering of 1,146,497 shares of common stock. At the Registrant's Annual
Meeting of Stockholders on May 22, 2002, the Registrant's stockholders approved
an amendment to the Registrant's 1992 Incentive Stock Option Plan. Such
amendment extended the term of the plan by five additional years and renamed the
plan, the "2002 Incentive Stock Option Plan." Accordingly, all references to the
1992 Incentive Stock Option Plan or the "Incentive Plan" in the Registration
Statement, Prospectus and Re-Offer Prospectus shall now be deemed to reference
the 2002 Incentive Stock Option Plan.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8 of Part II is replaced in its entirety with the following:
Item 8. Exhibits
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Regulation S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached Hereto
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4.1 Certificate of Incorporation 4.1
of the Registrant, as amended
4.2 Bylaws of the Registrant, as amended 4.2
4.3 2002 Incentive Stock Option Plan, as amended 4.3
4.4 Non-Employee Director Stock Option Plan *
4.5 Employment Agreement dated as of September
12, 1995, between the Registrant and
Robert Genova **
4.6 Employment Agreement dated September
12, 1995 between the Registrant and
Frank R. Cohen ***
4.7 Amended and Restated Employment
Agreement dated as of January 9, 1997
between the Registrant and Richard P. Halka ****
5 Opinion of Peter T. Noone,
General Counsel of the Registrant 5
23 Consent of Peter T. Noone, General Included in
Counsel of the Registrant Exhibit 5
-2-
23.1 Consent of KPMG Peat Marwick
LLP, certified public accountants 23.1
23.2 Consent of BDO Seidman, LLP,
certified public accountants 23.2
24 Power of Attorney Contained on
Signature Page
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*Incorporated herein by reference to Exhibit 10.91 to the Registrant's Form 10-K
for the year ended December 31, 1996.
**Incorporated herein by reference to Exhibit 10.56 to the Registrant's Form
10-K for the year ended December 31, 1995.
***Incorporated herein by reference to Exhibit 10.57 to the Registrant's Form
10-K for the year ended December 31, 1995.
****Incorporated herein by reference to Exhibit 10.92 to the Registrant's Form
10-K for the year ended December 31, 1996.
-3-
In accordance with the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing a post-effective amendment on Form S-8 and has
authorized this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Darien, State of Connecticut, June 27, 2002.
HUNGARIAN TELEPHONE AND CABLE CORP.
By: /s/Peter T. Noone
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Peter T. Noone
General Counsel and Authorized
Representative on behalf
of the Registrant and the
Registrant's Board of Directors
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INDEX TO EXHIBITS
Exhibit
No. Description
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4.1 Certificate of Incorporation of the Registrant, as amended*
4.2 Bylaws of the Registrant, as amended*
4.3 2002 Incentive Stock Option Plan
4.4 Non-Employee Director Stock Option Plan*
4.5 Employment Agreement dated as of September 12, 1995, between the
Registrant and Robert Genova*
4.6 Employment Agreement dated September 12, 1995 between the Registrant and
Frank R. Cohen*
4.7 Amended and Restated Employment Agreement dated as of January 9, 1997
between the Registrant and Richard P. Halka*
5 Opinion of Peter T. Noone, General Counsel of the Registrant*
23 Consent of Peter T. Noone, General Counsel of the Registrant
(included in Exhibit 5)*
23.1 Consent of KPMG Peat Marwick LLP, certified public accountants*
23.2 Consent of BDO Seidman, LLP, certified public accountants*
24 Power of Attorney*
*Previously filed with original registration statement or incorporated by
reference into original registration statement