<PAGE>
As filed with the Securities and Exchange Commission on May 6, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEXTLINK COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1738221
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
155 108th Avenue N.E., 8th Floor
Bellevue, Washington 98004
(206) 519-8900
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
---------------------------------------------------
NEXTLINK Communications, Inc. Stock Option Plan
(Full title of the plan)
----------------------------------------------------
R. Bruce Easter, Jr., Esq.
NEXTLINK Communications, Inc.
155 108th Avenue N.E., 8th Floor
Bellevue, Washington 98004
(425) 519-8900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------------------------
Copies to
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, NY 10022
(212) 821-8000
---------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, $0.022658473
par value per share 5,441,336 $30.1875 $164,260,330.50 $48,456.80
- ----------------------- ---------------------- ------------------------- --------------------- ----------------------
</TABLE>
(1) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities
Act") based upon the average of the high and low sales prices of the Class
A Common Stock as reported by the Nasdaq National Market on May 1, 1998.
================================================================================
<PAGE>
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 (the "Commission") by NEXTLINK Communications, Inc., a Washington
corporation (the "Company" or the "Registrant"), are incorporated herein by
reference:
(a) the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997, filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) the Company's Registration Statement on Form S-8
(Registration Number 333-25907), as filed with the Securities and
Exchange Commission on April 25, 1997; and
(c) the Company's Current Reporst on Form 8-K as filed with
the Securities and Exchange Commission on March 12, 1998 and April 14,
1998.
In addition, all documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of the Registration Statement and prior to the filing of a post-effective
amendment which indicates that all the securities offered hereby have been sold
or which deregisters all securities then remaining unsold shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of the
filing of such documents with the Commission.
Item 8. Exhibits.
5.01 Opinion of Davis Wright Tremaine LLP
23.01 Consent of Arthur Anderson LLP
23.02 Consent of Davis Wright Tremaine LLP (included in Exhibit 5.01)
24.01 Powers of Attorney (included on signature pages)
II-1
<PAGE>
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 Bellevue, State of Washington, on the 6th day of May
1998.
NEXTLINK COMMUNICATIONS, INC.
By: /s/James F. Voelker
James F. Voelker
President
POWER OF ATTORNEY
We, the undersigned officers and directors of NEXTLINK Communications,
Inc., hereby severally and individually constitute and appoint James F. Voelker
and R. Bruce Easter, Jr., and each of them, as the true and lawful
attorneys-in-fact for the undersigned, in any and all capacities, with full
power of substitution, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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, 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.
Signature Title Date
--------- ----- ----
Chairman of the Board May 6, 1998
/s/Steven W. Hooper
Steven W. Hooper
Vice Chairman and Chief May 6, 1998
/s/Wayne W. Perry Executive Officer
Wayne W. Perry and Director
II-2
<PAGE>
Signature Title Date
--------- ----- ----
President (Principal May 6, 1998
/s/James F. Voelker Executive Officer)
James F. Voelker and Director
Vice President, Chief Financial
Officer and Treasurer (Principal May 6, 1998
/s/Kathleen H. Iskra Financial Officer and Principal
Kathleen H. Iskra Accounting Officer)
Director May 6, 1998
/s/Craig O. McCaw
Craig O. McCaw
Director May 6, 1998
/s/Dennis Weibling
Dennis Weibling
Director April 15, 1998
/s/ Scot Jarvis
Scot Jarvis
Director May 6, 1998
/s/William A. Hoglund
William A. Hoglund
Director April 15, 1998
/s/Sharon L. Nelson
Sharon L. Nelson
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit Document Description
----------- ----------------------------
5.01 Opinion of Davis Wright Tremaine LLP
23.01 Consent of Arthur Andersen LLP
23.02 Consent of Davis Wright Tremaine LLP (included in Exhibit
5.01)
24.01 Powers of Attorney (included on signature page)
<PAGE>
EXHIBIT 5.01
Davis Wright Tremaine LLP
May 5, 1998
NEXTLINK Communications, Inc.
155 108th Avenue N.E., 8th Floor
Bellevue, Washington 98004
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special Washington counsel for NEXTLINK
Communications, Inc., a Washington corporation (the "Company"), with respect to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Company with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), by the Company of an aggregate of 5,441,336 shares (the "Shares")
of Class A Common Stock, par value $0.022658473 per share, issuable pursuant to
the NEXTLINK Communications, Inc. Stock Option Plan (the "Plan").
We have examined and have relied upon such documents, papers, statutes
and authorities as we have deemed necessary to form a basis for the opinions
hereinafter expressed. We have assumed the genuineness of all signatures, the
authenticity of documents, certificates and records submitted to us as
originals, the conformity to the originals of all documents, certificates and
records submitted to us as copies, the legal capacity of all natural persons
executing documents, certificates and records, and the completeness and accuracy
as of the date of this opinion letter of the information contained in such
documents, certificates and records.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued, sold and delivered in
accordance with the Plan, will be validly issued, fully paid and nonassesable.
This opinion is limited to the laws of the State of Washington and the
federal laws of the United States of the type typically applicable to
transactions contemplated by the Plan, and we do not express any opinion with
respect to the laws of any other country, state or jurisdiction.
This opinion letter is limited to the matters stated herein and no
opinion is implied or may be inferred beyond the matters expressly stated.
<PAGE>
NEXTLINK Communications, Inc.
May 5, 1998
Page 2
This letter speaks only as of the date hereof and is limited to
present statutes, regulations and administrative and judicial interpretations.
We undertake no responsibility to update or supplement this letter after the
date hereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above. We do not admit by giving this consent
that we are in the category of persons whose consent is required under Section 7
of the Act. Subject to the foregoing, this opinion letter may be relied upon by
you only in connection with the Registration Statement and may not be used or
relied upon by you for any other purpose or by any other person for any purpose
whatsoever without, in each instance, our prior written consent.
Very truly yours,
Davis Wright Tremaine LLP
/s/Davis Wright Tremaine LLP
<PAGE>
EXHIBIT 23.01
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 12, 1998,
included in NEXTLINK Communications, Inc.'s Form 10-KSB for the year ended
December 31, 1997 and to all references to our Firm included in this
registration statement.
/s/Arthur Andersen LLP
Seattle, Washington
May 5, 1998
