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As filed with the Securities and Exchange Commission on August 27, 1999
Registration No. 333-_____
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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)
Delaware 91-1738221
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
500 108th Avenue N.E., Suite 2200
Bellevue, Washington 98004
(425) 519-8900
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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NEXTLINK Communications, Inc. Stock Option Plan
(Full title of the plan)
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R. Bruce Easter, Jr., Esq.
NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellevue, Washington 98004
(425) 519-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to
Bruce R. Kraus, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum
Title of Proposed maximum aggregate Amount of
securities to Amount to be offering price offering registration
be registered registered (1) per share (2) price (2) fee
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Class A
Common Stock,
$.02 par value
per share 8,145,304 $95.78125 $780,167,398.75 $216,886.54
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(1) This Registration Statement covers the 8,145,304 shares of Common Stock
authorized to be issued under the NEXTLINK Communications, Inc. Stock Option
Plan.
(2) 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 August 20, 1999.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange Commission
(the "Commission") by NEXTLINK Communications, Inc., a Delaware corporation (the
"Company") are incorporated by reference into the Registration Statement:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act");
(b) the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1999 and June 30, 1999, filed pursuant to the Exchange Act;
(c) the Company's Registration Statement on Form S-8 (Registration Number
333-25907), filed on April 25, 1997 pursuant to the Securities Act;
(d) the Company's Registration Statement on Form S-8 (Registration Number
333-51987), filed on May 6, 1998 pursuant to the Securities Act; and
(e) the Company's Current Reports on Form 8-K, filed on April 1, 1999 and
May 11, 1999 pursuant to the Exchange Act.
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
Exhibit No.
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5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Power of Attorney (reference is made to the signature page).
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 26th day of
August, 1999.
NEXTLINK Communications, Inc.
By: /s/ R. Bruce Easter, Jr.
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R. Bruce Easter, Jr.
Vice President, General
Counsel and Secretary
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POWERS OF ATTORNEY
We the undersigned officers and directors of Nextlink Communications, Inc.
hereby severally and individually constitute and appoint Kathleen H. Iskra and
R. Bruce Easter, Jr., and each of them, as the true and lawful attorney-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 attorney-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 might
or could do in person, hereby ratifying and confirming all that each said
attorney-in-fact, or any 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
--------- ----- ----
/s/ Steven W. Hooper Chairman of the August 26, 1999
- -------------------------- Board and Chief
Steven W. Hooper Executive Officer
(Principal Executive
Officer)
/s/ Wayne M. Perry
- -------------------------- Vice Chairman and August 26, 1999
Wayne M. Perry Director
/s/ Kathleen H. Iskra
- -------------------------- Vice President, August 26, 1999
Kathleen H. Iskra Chief Financial
Officer and
Treasurer (Principal
Financial Officer
and Principal
Accounting Officer)
/s/ Craig O. McCaw
- -------------------------- Director August 26, 1999
Craig O. McCaw
/s/ Dennis Weibling
- -------------------------- Director August 26, 1999
Dennis Weibling
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Signature Title Date
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/s/ William A. Hoglund
- -------------------------- Director August 26, 1999
William A. Hoglund
/s/ Sharon L. Nelson
- -------------------------- Director July 16, 1999
Sharon L. Nelson
/s/ Jeffrey S. Raikes
- -------------------------- Director August 26, 1999
Jeffrey S. Raikes
/s/ Gregory J. Parker
- -------------------------- Director July 15, 1999
Gregory J. Parker
/s/ Nicolas Kauser
- -------------------------- Director August 26, 1999
Nicolas Kauser
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5 Opinion of Willkie Farr & Gallagher.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Willkie Farr & Gallagher (contained in Exhibit 5).
24 Powers of Attorney (included on signature page).
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Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
August 26, 1999
NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellevue, Washington 98004
Ladies and Gentlemen:
We have acted as counsel to NEXTLINK Communications, Inc. (the "Company"), a
corporation organized under the laws of the State of Delaware, with respect to
the Company's Form S-8 Registration Statement (the "Registration Statement") to
be filed by the Company with the Securities and Exchange Commission on or about
August 26, 1999 in connection with the registration under the Securities Act of
1933, as amended, by the Company of an aggregate of 8,145,304 shares of Class A
common stock, par value $0.02 per share (the "Common Stock"), issuable pursuant
to the terms of the NEXTLINK Communications, Inc. Stock Option Plan (the
"Plan").
As counsel for the Company, we have examined, among other things, such Federal
and state laws and originals and/or copies (certified or otherwise identified to
our satisfaction) of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion.
Based on the foregoing, we hereby inform you that, in our opinion, the shares of
Common Stock to be originally issued have been duly and validly authorized for
issuance and, when issued in accordance with the terms of the Plan for
consideration in excess of $0.02 per share, will be validly issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission.
This opinion is limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and Federal law.
Very truly yours,
/s/ Willkie Farr & Gallagher
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 22, 1999,
included in NEXTLINK Communications, Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1998, and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Seattle, Washington
August 24, 1999
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EXHIBIT 23.2
(Contained in Exhibit 5)
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EXHIBIT 24
(Reference is made to the signature page.)
