<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 25, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEXTLINK COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 4813 91-1738221
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
</TABLE>
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500 108TH AVENUE N.E., SUITE 2200, BELLEVUE, WASHINGTON 98004, (425) 519-8900
(Address, including ZIP code, and telephone number, including area code, of
the Registrant's principal executive offices)
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R. BRUCE EASTER JR., ESQ.
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:
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<S> <C>
BRUCE R. KRAUS, ESQ. ROBERT E. BUCKHOLZ, ESQ.
WILLKIE FARR & GALLAGHER SULLIVAN & CROMWELL
787 SEVENTH AVENUE 125 BROAD STREET
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10004
(212) 728-8000 (212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED OFFER TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-77819
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED(1) REGISTERED PRICE(1) OFFERING PRICE FEE
<S> <C> <C> <C> <C>
% Senior Notes Due 2009........................ $91,666,667 100% $137,500,000 $38,225
% Senior Discount Notes Due 2009............... 79,222,410 57.854%
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(1) Estimated solely for the purpose of calculating the registration fee.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933 ("Rule 462(b)") and includes the registration statement
facing page, this page, the signature pages, an exhibit index, an accountants'
consent and an opinion of counsel. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-3 (File No. 333-77819) of the registrant,
including the exhibits thereto (the "Initial Registration Statement"), are
incorporated by reference into this registration statement. This registration
statement covers the registration of an additional sale by the registrant of an
aggregate of $137,500,000 gross proceeds of senior notes and senior discount
notes for sale in the offering referred to in the Initial Registration
Statement.
<PAGE>
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 a Form S-3 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 25th day of May, 1999.
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<S> <C> <C>
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. BRUCE EASTER, JR.
-----------------------------------------
R. Bruce Easter, Jr.
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
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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.
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board and
/s/ STEVEN W. HOOPER Chief Executive Officer
- ------------------------------ (Principal Executive May 25, 1999
Steven W. Hooper Officer)
/s/ WAYNE M. PERRY
- ------------------------------ Vice Chairman and Director May 25, 1999
Wayne M. Perry
Vice President, Chief
Financial Officer and
/s/ KATHLEEN H. ISKRA Treasurer (Principal
- ------------------------------ Financial Officer and May 25, 1999
Kathleen H. Iskra Principal Accounting
Officer)
/s/ CRAIG O. MCCAW
- ------------------------------ Director May 25, 1999
Craig O. McCaw
/s/ DENNIS WEIBLING
- ------------------------------ Director May 25, 1999
Dennis Weibling
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II-1
<PAGE>
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<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ WILLIAM A. HOGLUND
- ------------------------------ Director May 25, 1999
William A. Hoglund
- ------------------------------ Director
Sharon L. Nelson
- ------------------------------ Director
Jeffrey S. Raikes
- ------------------------------ Director
Gregory J. Parker
- ------------------------------ Director
Nicolas Kauser
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II-2
<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S> <C>
5.1 Opinion of Willkie Farr & Gallagher
23.1 Consent of Counsel (included in Exhibit 5.1).
23.2 Consent of Arthur Andersen LLP
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<PAGE>
EXHIBIT 5.1
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
May 25, 1999
NEXTLINK Communications, Inc.
500 108th Avenue N.E., Suite 2200
Bellvue, WA 98004
Re: NEXTLINK Communications, Inc.
Senior Notes due 2009 and
Senior Discount Notes due 2009
Ladies and Gentlemen:
We have acted as counsel for NEXTLINK Communications, Inc., a Delaware
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement (the "Registration Statement") on Form S-3 pursuant to Rule 462(b)
under the Securities Act of 1933, as amended, relating to the proposed issuance
by the Company of its Senior Notes due 2009 (the "Senior Notes") and its Senior
Discount Notes due 2009 (the "Senior Discount Notes" and together with the
Senior Notes, the "Securities").
The Senior Notes and the Senior Discount Notes will be issued pursuant to
two indentures between the Company and the United States Trust Company, as
trustee (respectively, the "Senior Notes Indenture" and the "Senior Discount
Notes Indenture"), the forms of which have been filed as exhibits to the
Company's Registration Statement on Form S-3 (File No. 333-77819). Capitalized
terms used herein and not otherwise defined herein have the meanings ascribed
thereto in the Senior Notes Indenture and the Senior Discount Notes Indenture.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions set forth herein. In
our examinations, we have assumed the genuineness of all signatures, the legal
capacity of natural persons signing or delivering any instrument, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Senior Notes and the
Senior Discount Notes, when duly issued, authenticated and delivered in
accordance with the provisions of the Senior Notes Indenture and the Senior
Discount Notes Indenture, respectively, will constitute valid and binding
obligations of the Company.
We do not express any opinion with respect to matters governed by any laws
other than the laws of the State of New York and the federal laws of the United
States of America.
We know that we may be referred to as counsel who has passed upon the
validity of the issuance of the Securities on behalf of the Company in the
Registration Statement filed with the Commission, and we hereby consent to such
use of our name in said Registration Statement and to the filing of this opinion
with said Registration Statement as Exhibit 5.1 thereto.
Very truly yours,
/s/ Willkie Farr & Gallagher
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.
/s/ Arthur Andersen LLP
Seattle, Washington
May 24, 1999
