<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 2000
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NEXTEL PARTNERS, INC.
---------------------
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-1930918
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4500 CARILLON POINT, KIRKLAND, WA 98033
--------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE: (425) 828-1713
--------------
NON-QUALIFIED STOCK OPTION PLAN
-------------------------------
AND
NEXTEL PARTNERS, INC. EMPLOYEE STOCK PURCHASE PLAN
--------------------------------------------------
(FULL TITLES OF THE PLANS)
DONALD MANNING
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
4500 CARILLON POINT
KIRKLAND, WASHINGTON 98033
--------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(425) 828-1713
--------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CLASS A COMMON STOCK, $0.001 PAR VALUE,
SUBJECT TO OUTSTANDING OPTIONS WITH 1,702,200 $ 1.67(3) $ 2,842,674 $ 750.47
FIXED PRICES UNDER THE NONQUALIFIED 3,137,400 $ 1.85(3) $ 5,804,190 $ 1,532.31
STOCK OPTION PLAN 25,000 $20.00(3) $ 500,000 $ 132.00
- ------------------------------------------------------------------------------------------------------------------------------
CLASS A COMMON STOCK, $0.001 PAR VALUE
PER SHARE, NOT SUBJECT TO OUTSTANDING
OPTIONS OR NOT HAVING FIXED EXERCISE
PRICES UNDER THE:
- ------------------------------------------------------------------------------------------------------------------------------
NONQUALIFIED STOCK OPTION PLAN 11,680,754(1) $24.25(4) $283,258,284.50 $74,780.19
- ------------------------------------------------------------------------------------------------------------------------------
EMPLOYEE STOCK PURCHASE PLAN 3,000,000(2) $24.25(4) $ 72,750,000.00 $19,206.00
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL 19,545,354 $365,155,148.50 $96,400.97
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on shares subject to outstanding options or reserved for future
issuance pursuant to employee benefit plans as of April 12, 2000. Together
with an indeterminate number of additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to such employee
benefit plans as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding Common Stock.
(2) Together with an indeterminate number of interests in such plan pursuant to
Rule 416(c).
(3) Computed pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based upon the exercise prices of options granted as of the filing
date of this Registration Statement.
(4) Estimated as of April 13, 2000, solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, based on the average of the high and low prices for Nextel
Partners, Inc. common stock on April 12, 2000, as quoted by the National
Association of Securities Dealers Automated Quotation National Market
System, which was $24.25 per share.
PAGE 1 OF 8
EXHIBIT INDEX IS LOCATED ON PAGE II-6.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed or to be filed with the Commission by the
Registrant are incorporated by reference in this registration statement.
(a) The Registrant's prospectus filed with the Commission under Rule
424(b) under the Securities Act in connection with Registration
Statement No. 333-95473 on Form S-1 filed with the Commission on
January 27, 2000, together with any and all amendments thereto, in
which there is set forth audited financial statements for Nextel
Partner's fiscal years ended December 31, 1998 and 1999 (the "Form S-1
Registration Statement").
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the filing of the prospectus referred to in (a)
above.
(c) The description of the Registrant's Class A Common Stock contained in
a registration statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act (Registration No. 000-29633).
(d) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior
to the termination of the offering of the common stock pursuant to the
Plans described herein shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant is a Delaware corporation. In its restated certificate of
incorporation, the registrant has adopted the provisions of Section 102(b)(7) of
the Delaware General Corporation Law (the "Delaware Law"), which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for monetary damages
for breach of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director will
personally receive a benefit in money, property or services to which the
director is not legally entitled.
The registrant has also adopted indemnification provisions in its restated
certificate of incorporation and bylaws pursuant to Section 145 of the Delaware
Law, which provides that a corporation may indemnify any persons, including
officers and directors, who are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation), by reason of the fact that such person was an
officer, director, employee
II-2
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or agent of the corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include 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, provided such
officer, director, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to criminal proceedings, had no reasonable cause to believe
that his conduct was unlawful. A Delaware corporation may indemnify officers or
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
The registrant has entered into indemnification agreements with each of its
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
5.1 Opinion of Summit Law Group, P.L.L.C.
10.1 1999 Nonqualified Stock Option Plan of Nextel
Partners (Incorporated by reference to Exhibit 10.18
to Registration Statement on Form S-4 declared
effective July 30, 1999 (File Number 333-78459)
10.2 Nextel Partners, Inc. Employee Stock Purchase Plan (Incorporated by reference to
Exhibit 10.45 to the Form S-1 Registration Statement)
23.1 Consent of Summit Law Group, P.L.L.C. (See Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24 Power of Attorney (See page II-5 of this Registration Statement)
</TABLE>
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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement;
II-3
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the 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 periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
securities Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 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 Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by 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 of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
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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 Kirkland, State of Washington, on the 13th day of
April, 2000.
NEXTEL PARTNERS, INC.
By: /s/ JOHN CHAPPLE
-----------------------------------------
President, Chief Executive Officer and Director
(Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John
Chapple and John Thompson, or either of them, his true and lawful
attorney-in-fact and agent, with the power of substitution and resubstitution,
for him in his name, place and stead, in any and all capacities, to sign any or
all amendments to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and his agent or his substitutes, 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 date indicated above.
SIGNATURE TITLE
/s/ JOHN CHAPPLE President, Chief Executive Officer and
- ------------------------------- Director (Principal Executive Officer)
John Chapple
/s/ JOHN THOMPSON Vice President,
- ------------------------------- Chief Financial Officer (Principal
John Thompson Financial and Accounting Officer)
/s/ TIMOTHY DONAHUE Director
- -------------------------------
Timothy Donahue
/s/ ANDREW RUSH Director
- -------------------------------
Andrew Rush
/s/ DENNIS WEIBLING Director
- -------------------------------
Dennis Weibling
/s/ STEVEN DODGE Director
- -------------------------------
Steven Dodge
II-5
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EXHIBIT INDEX
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<TABLE>
<S> <C>
5.1 Opinion of Summit Law Group, P.L.L.C.
10.1 1999 Nonqualified Stock Option Plan of Nextel
Partners (Incorporated by reference to Exhibit 10.18
to Registration Statement on Form S-4 declared
effective July 30, 1999 (File Number 333-78459).
10.2 Nextel Partners, Inc. Employee Stock Purchase Plan
(Incorporated by reference to Exhibit 10.45 to the
Form S-1 Registration Statement)
23.1 Consent of Summit Law Group, P.L.L.C. (See Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
24 Power of Attorney (See page II-5 of this Registration Statement)
</TABLE>
II-6
<PAGE>
EXHIBIT 5.1
OPINION OF SUMMIT LAW GROUP, P.L.L.C.
April 13, 2000
Nextel Partners, Inc.
4500 Carillon Point
Kirkland, WA 98033
Re: REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933,
AS AMENDED
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 19,545,354 shares of Class A
Common Stock, $0.001 par value per share (the "Shares"), which may be issued as
follows: 16,545,354 shares pursuant to the Amended and Restated Stock Option
Plan and 3,000,000 shares pursuant to the Nextel Partners Employee Stock
Purchase Plan.
Based upon and subject to the foregoing, we are of the opinion that any
original issuance Shares that may be issued pursuant to the plans have been duly
authorized and that, upon the due execution by the Company and the registration
by its registrar of such Shares and the sale thereof by the Company in
accordance with the terms of the plans, and the receipt of consideration
therefor in accordance with the terms of the plans, such Shares 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 admit that we are in
the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ SUMMIT LAW GROUP
SUMMIT LAW GROUP
A PROFESSIONAL LIMITED LIABILITY COMPANY
<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
April 13, 2000
