Registration No. 33-34264
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AT&T CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
New York 13-4924710
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
32 Avenue of the Americas
New York, New York 10013-2412
(Address of Principal Executive Offices) (Zip Code)
AT&T LONG TERM SAVINGS PLAN
FOR MANAGEMENT EMPLOYEES
(formerly known as AT&T SAVINGS PLAN
FOR SALARIED EMPLOYEES)
AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO
AT&T WIRELESS SERVICES 401(K) RETIREMENT PLAN
(Full titles of the plans)
--------------------------
MARILYN J. WASSER, ESQ.
VICE PRESIDENT - LAW AND SECRETARY
AT&T CORP.
295 NORTH MAPLE AVENUE
BASKING RIDGE, NJ 07920
(Name and Address of Agent for Service)
(908) 221-2000
(Telephone number, including area code, of agent for service)
--------------------------
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AT&T Corp. ("AT&T") has heretofore filed Registration Statement No.
33-34264 which registered 14,000,000 shares of AT&T Common Stock (the "Common
Stock")to be offered under the AT&T Long Term Savings Plan for Management
Employees (formerly known as the AT&T Savings Plan for Salaried Employees)(the
"Original Plans"). In April 1999, there was a three-for-two split of the Common
Stock. This Amendment adds two additional plans under which the Common Stock may
be offered, AT&T Savings Plan - San Francisco and AT&T Wireless Services 401(k)
Retirement Plan (together with the Original Plans, the "Plans"). Pursuant to
Rule 416(a) of the Securities Act, the Registration Statement, as amended, shall
be deemed to cover an indeterminable number of additional shares that may become
issuable pursuant to the anti-dilution provisions of the Plans. In addition,
pursuant to Rule 416(c) of the Securities Act, the Registration Statement, as
amended, shall be deemed to register an indeterminate amount of interests to be
offered or sold pursuant to the Plans.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by AT&T with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") are incorporated into the registration
statement, as amended, by reference:
(1) AT&T's Annual Report on Form 10-K for the year ended December 31,
1999;
(2) The description of AT&T Common Stock contained in AT&T's
registration statements;
(3) AT&T's Quarterly Report on Form 10-Q for the period ending
March 31, 1999;
(4) AT&T's Current Reports on Form 8-K filed January 6, 2000, January
14, 2000, March 13, 2000, March 17, 2000, March 27, 2000, March 27,
2000, April 4, 2000, April 24, 2000, May 5, 2000 and June 15, 2000;
(5) Annual Report for the Original Plan on Form 11-K for the year ended
December 31, 1999.
All documents, filed subsequent to the date hereof by AT&T with the SEC
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and
prior to the filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents"); PROVIDED, HOWEVER, that
the documents enumerated above or subsequently filed by AT&T pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
<PAGE>
during which the offering made hereby is in effect prior to the filing with the
SEC of AT&T's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference herein or be a part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement contained in an Incorporated Document 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 herein or in any
other subsequently filed Incorporated Document modifies or supersedes such
statement. Any such 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.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Pursuant to the statutes of the State of New York, a director or officer
of a corporation is entitled, under specified circumstances, to indemnification
by the corporation against reasonable expenses, including attorney's fees,
incurred by him/her in connection with the defense of a civil or criminal
proceeding to which he/she has been made, or threatened to be made, a party by
reason of the fact that he/she was such director or officer. In certain
circumstances, indemnity is provided against judgments, fines and amounts paid
in settlement. In general, indemnification is available where the director or
officer acted in good faith, for a purpose he/she reasonably believed to be in
the best interests of the corporation. Specific court approval is required in
some cases. The foregoing statement is subject to the detailed provisions of
Sections 715, 717 and 721-725 of the New York Business Corporation Law ("BCL").
The AT&T By-laws provide that AT&T is authorized, by (i) a resolution of
shareholders, (ii) a resolution of directors or (iii) an agreement providing for
such indemnification, to the fullest extent permitted by applicable law, to
provide indemnification and to advance expenses to its directors and officers in
respect of claims, actions, suits or proceedings based upon, arising from,
relating to or by reason of the fact that any such director or officer serves or
served in such capacity with AT&T or at the request of AT&T in any capacity with
any other enterprise.
AT&T has entered into contracts with its officers and directors, pursuant
to the provisions of BCL Section 721, by which it will be obligated to indemnify
such persons, to the fullest extent permitted by the BCL, against expenses,
fees, judgments, fines and amounts paid in settlement in connection with any
present or future threatened, pending or completed action, suit or proceeding
based in any way upon or related to the fact that such person was an officer or
director of AT&T or, at the request of AT&T, an officer, director or other
partner, agent, employee or trustee of another enterprise. The contractual
indemnification so provided will not extend to any situation where a judgment or
other final adjudication adverse to such person establishes that his/her acts
were committed in bad faith or were the result
<PAGE>
of active and deliberate dishonesty or that there inured to such person a
financial profit or other advantage.
The directors and officers of AT&T are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities arising
under the Securities Act, which might be incurred by them in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index.
In accordance with the requirements of Item 8(b) of Part II of Form S-8,
the Registrant will submit or has submitted the Plans, and any amendments
thereto, to the Internal Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS to qualify the Plans.
Item 9. Undertakings.
(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
the Registration Statement, as amended:
(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; 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 1(i) and 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 Exchange Act that are incorporated by
reference in the Registration Statement.
(2) The undersigned registrant hereby undertakes 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) The undersigned registrant hereby undertakes 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.
<PAGE>
(4) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) 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 SEC 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 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 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.
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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 post-effective
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Basking Ridge, State of
New Jersey, on the 29th day of June, 2000.
AT&T CORP.
By: /s/ Edward M. Dwyer
----------------------
Name: Edward M. Dwyer
Title: Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to registration statement has been signed by the
following persons in the capacities and on the date indicated.
SIGNATURE CAPACITY
PRINCIPAL EXECUTIVE OFFICER:
C. Michael Armstrong* Chairman and Chief Executive Officer
PRINCIPAL FINANCIAL OFFICER:
Charles H. Noski* Senior Executive Vice President
and Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
Nicholas S. Cyprus* Vice President and Controller
DIRECTORS
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M. C. Fisher*
Donald V. Fites*
Amos B. Hostetter*
Ralph S. Larsen*
Donald F. McHenry*
John C. Malone*
Michael I. Sovern*
Sanford I. Weill*
John D. Zeglis*
* By: /s/ Edward M. Dwyer
---------------------
Edward M. Dwyer
(Attorney-In-Fact)
June 29, 2000
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plans have duly caused this post-effective amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Morristown, State of New Jersey, on the 29th day of June, 2000.
AT&T LONG TERM SAVINGS PLAN
FOR MANAGEMENT EMPLOYEES
AT&T LONG TERM SAVINGS PLAN - SAN FRANCISCO
AT&T WIRELESS SERVICES 401(K) RETIREMENT PLAN
By: /s/ Joanne Sisto
----------------------------
Name: Joanne Sisto
Title: Administrator
II-4
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
23.1.1 Consent of PricewaterhouseCoopers LLP
23.1.2 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG LLP
24 Powers of Attorney
