As filed with the Securities and Exchange Commission on May 19,
2022
Registration No. 333-
__________________________________________
UNITED STATES
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 of Other Jurisdiction of Incorporation or
Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
8020 Katy Freeway
Houston, TX 77024
(713) 570-3000 |
|
(Address, including zip code, and telephone number, including area
code, of registrant's
principal executive offices)
|
____________________________________
|
|
|
|
|
|
|
|
|
|
CROWN CASTLE INTERNATIONAL CORP. 2022 LONG-TERM INCENTIVE
PLAN
(Full Title of the Plan)
|
|
____________________________________ |
|
|
Jay A. Brown
President and Chief Executive Officer
Crown Castle International Corp.
8020 Katy Freeway
Houston, TX 77024
(713) 570-3000
|
|
|
(Name, Address and Telephone Number, Including Area Code, of Agent
for Service) |
_________________________________
|
|
|
|
|
|
|
|
|
|
Copy to:
Kenneth J. Simon
Executive Vice President and General Counsel
Crown Castle International Corp.
8020 Katy Freeway
Houston, TX 77024
(713) 570-3000
|
|
_________________________________
|
|
|
|
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company or an emerging growth company. See the
definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule
12b-2 of the Exchange Act.
|
| Large
accelerated filer |
x |
Accelerated filer |
o |
|
Non-accelerated filer |
o |
Smaller reporting company |
o |
|
|
Emerging growth company |
o |
|
|
|
|
|
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act.
o
|
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with Rule 428 under the Securities Act of 1933, as
amended ("Securities Act"), and the instructional note to Part I of
Form S-8, the information specified in Part I of Form S-8 has been
omitted from this filing. The documents containing the information
specified in Part I of Form S-8 will be sent or given to
participants of the Crown Castle International Corp. 2022 Long-Term
Incentive Plan ("2022 Plan") as specified by Rule 428(b)(1) of the
Securities Act. Such documents and the documents incorporated by
reference herein pursuant to Item 3 of Part II hereof, taken
together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by
Reference.
The following documents filed by Crown Castle International Corp.
("Company" or "Registrant") with the Securities and Exchange
Commission ("Commission") are incorporated herein by reference
(excluding any portions of such documents that have been
"furnished" but not "filed" for purposes of Securities Exchange Act
of 1934, as amended ("Exchange Act")):
(i) Annual Report on
Form 10-K
for the fiscal year ended December 31, 2021;
(ii) The information specifically incorporated by reference in the
Annual Report on Form 10-K for the fiscal year ended December 31,
2021 from the Registrant's
Definitive Proxy
Statement on
Schedule 14A,
filed with the Commission on April 4, 2022;
(iii) Quarterly Report on
Form 10-Q
for the quarter ended March 31, 2022;
(v) The description of the Registrant's securities previously filed
with the Commission as Exhibit 4.29 to the Registrant's Annual
Report on Form 10-K (File No. 20702365), filed on March 10, 2020,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
(excluding any information furnished pursuant to Items 2.02 or 7.01
on any Current Report on Form 8-K) subsequent to the date of this
registration statement and 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.
The validity of the shares of the Company's common stock, par value
$0.01 per share ("Common Stock"), offered hereby has been passed
upon by Donald J. Reid, Associate General Counsel and Corporate
Secretary of the Registrant. As of the date of this filing, Mr.
Reid beneficially owns less than 1% of the Registrant's outstanding
Common Stock and is eligible to participate in the 2022
Plan.
ITEM 6. Indemnification of Directors and
Officers.
Set forth below is a description of certain provisions of the
Company's restated certificate of incorporation ("Charter"), the
Company's amended and restated by-laws ("By-laws") and the General
Corporation Law of the State of Delaware ("DGCL"), as such
provisions relate to the indemnification of the directors and
officers of the Registrant. This description is intended only as a
summary and is qualified in its entirety by reference to the
Charter, the By-laws and the DGCL.
Pursuant to the DGCL, a corporation may indemnify any person 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 such corporation) by reason of
the fact that such person is or was a director, officer, employee
or agent of such corporation, or is or was serving at the request
of such corporation in such capacity for another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of such corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was
unlawful.
The DGCL also permits indemnification by a corporation under
similar circumstances for expenses (including attorneys' fees)
actually and reasonably incurred by such persons in connection with
the defense or settlement of an action by or in the right of such
corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to such corporation unless and only
to the extent that the Delaware Court of Chancery or the court in
which such action or suit was brought shall determine upon
application that such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem
proper.
To the extent that a present or former director or officer is
successful in the defense of such an action, suit or proceeding (or
of any claim, issue or matter therein), the corporation is required
by the DGCL to indemnify such person for actual and reasonable
expenses (including attorneys' fees) incurred thereby.
Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid (on terms and
conditions satisfactory to the corporation) in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if
it is ultimately determined that such person is not entitled to be
so indemnified.
The DGCL provides that the indemnification and advancement of
expenses described above shall not be deemed exclusive of other
indemnification or advancement of expenses that may be granted by a
corporation pursuant to its by-laws, a disinterested director vote,
a stockholder vote, an agreement or otherwise.
The DGCL also provides corporations with the power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation in a similar capacity
for another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him or her in
any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify
him or her against such liability as described above.
Accordingly, the Charter provides that the Registrant shall, to the
maximum extent permitted under the DGCL, indemnify each person who
is or was a director or officer of the Registrant. The Registrant
may, by action of the
board of directors, indemnify other employees and agents of the
Registrant, 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 Registrant, with the same
scope and effect as the indemnification of directors and officers
of the Registrant. However, the Registrant 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 Charter or
otherwise by the Registrant. The Registrant may also enter into one
or more agreements with any person which provide for
indemnification greater or different than that provided in the
Charter.
Furthermore, a director of the Registrant shall not be personally
liable to the Registrant or its stockholders for monetary damages
for breach of his or her fiduciary duty as a director, except for
liability (1) for any breach of his or her duty of loyalty to the
Registrant 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 he or she derived an improper personal
benefit.
The 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 (a
"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 Registrant or, while a director or officer of the
Registrant, a director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture,
trust or other enterprise shall be indemnified and held harmless by
the Registrant 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
Registrant 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
By-laws. The Registrant shall pay to the fullest extent not
prohibited by applicable law 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 Registrant as authorized
in the By-laws or otherwise.
The 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
By-laws shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, any provision of
the Charter, any other provision of the By-laws, a disinterested
director vote, a stockholder vote or otherwise. The Registrant 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 Registrant 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 Registrant would have the power to indemnify
such person against such expense, liability or loss under the
DGCL.
The By-laws further provide that the Registrant 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 Registrant
the expenses incurred in defending any Proceeding in advance of its
final disposition, to any person who is or was an employee or agent
(other than a director or officer) of the Registrant or a
subsidiary thereof and to any person who is or was serving at the
request of the Registrant 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 Registrant or a
subsidiary thereof, to the fullest extent of the provisions of the
By-laws with respect to the indemnification and advancement of
expenses of directors and officers of the Registrant.
The Registrant carries liability insurance for its directors and
officers.
ITEM 7. Exemption from Registration
Claimed.
Not applicable.
ITEM 8. Exhibits.
|
|
|
|
|
|
|
|
|
|
Exhibit No. |
|
Description |
|
4.1 |
|
|
|
4.2 |
|
|
|
5.1* |
|
|
|
23.1* |
|
|
|
23.2 |
|
Consent of Counsel (included in Exhibit 5.1) |
|
24 |
|
Power of Attorney (included on signature page hereto) |
|
99.1 |
|
|
|
107* |
|
|
* Filed herewith.
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 prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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 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 Filing Fee" table
in the effective registration statement; and
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Registrant
pursuant to section 13 or section 15(d) of the Exchange Act that
are incorporated by reference in this registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment of 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 Securities Act and will be governed by
the final adjudication of such issue.
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 Houston, State of Texas, on May 19, 2022.
|
|
|
|
CROWN CASTLE INTERNATIONAL CORP. |
|
By:
/s/ Jay A. Brown |
Name: Jay A. Brown
Title: President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Kenneth J. Simon, Daniel K.
Schlanger and Jay A. Brown, and each of them, any one of whom may
act without joinder of the other, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all post-effective
amendments to this registration statement (including any
registration statement for the same offering that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and
agents, and each of them, or the substitute or substitutes of any
or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the
following persons in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
|
|
|
Name |
|
Title |
|
|
|
/s/ JAY
A.
BROWN
|
|
President, Chief Executive Officer and Director |
|
Jay A. Brown |
|
(Principal Executive Officer) |
|
|
|
|
|
/s/ DANIEL
K. SCHLANGER
|
|
Executive Vice President and Chief Financial Officer |
|
Daniel K. Schlanger |
|
(Principal Financial Officer) |
|
|
|
|
|
/s/ ROBERT
S. COLLINS
|
|
Vice President and Controller |
|
Robert S. Collins |
|
(Principal Accounting Officer) |
|
|
|
|
/s/ P. ROBERT
BARTOLO
|
|
Chair of the Board of Directors |
|
P. Robert Bartolo |
|
|
|
|
|
|
|
/s/ CINDY
CHRISTY
|
|
Director |
|
Cindy Christy |
|
|
|
|
|
|
/s/ ARI
Q.
FITZGERALD
|
|
Director |
|
Ari Q. Fitzgerald |
|
|
|
|
|
/s/ ANDREA
J.
GOLDSMITH
|
|
Director |
|
Andrea J. Goldsmith |
|
|
|
|
|
|
|
/s/ TAMMY
K.
JONES
|
|
Director |
|
Tammy K. Jones |
|
|
|
|
|
|
|
/s/ ANTHONY
J. MELONE
|
|
Director |
|
Anthony J. Melone |
|
|
|
|
|
|
|
/s/ W. BENJAMIN
MORELAND
|
|
Director |
|
W. Benjamin Moreland |
|
|
|
|
|
|
|
/s/ KEVIN
A. STEPHENS
|
|
Director |
|
Kevin A. Stephens |
|
|
|
|
|
|
|
/s/ MATTHEW
THORNTON
III
|
|
Director |
|
Matthew Thornton III |
|
|
|
|
|
|
Crown Castle (NYSE:CCI)
Historical Stock Chart
From May 2022 to Jun 2022
Crown Castle (NYSE:CCI)
Historical Stock Chart
From Jun 2021 to Jun 2022
