Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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
AT&T LONG TERM SAVINGS AND SECURITY PLAN
AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
AT&T LONG TERM SAVINGS PLAN
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)
--------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
+ + Proposed + Proposed +
+ + maximum + maximum +
Title of + Amount + offering + aggregate + Amount of
securities to + to be + price + offering + registration
be registered + registered + per share* + price* + fee
===============================================================================
AT&T + + + +
Wireless + + + +
Group Common + + + +
Stock, par + 60,000,000 + $25.8438 + $1,550,628 + $409,366
value $1.00 + shares + + +
per share + + + +
===============================================================================
*Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c) of the Securities Act of 1933, as amended (the
"Securities Act"), based upon the average of the high and low sale prices of
AT&T Wireless Group Common Stock, par value $1.00 per share, on the New York
Stock Exchange on August 9, 2000.
Pursuant to Rule 416(a) of the Securities Act, this registration
statement shall be deemed to cover an indeterminable number of additional
shares that may become issuable pursuant to the anti-dilution provisions of the
plans (the "Plans") listed above. In addition, pursuant to Rule 416(c) of the
Securities Act, this registration statement shall be deemed to register an
indeterminate amount of interests to be offered or sold pursuant to the Plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan Annual Information.*
* As permitted by Rule 428 under the Securities Act, this registration
statement omits the information specified in Part I of Form S-8. The documents
containing the information specified in Part I will be delivered to the
participants in the Plans covered by this registration statement as required by
Rule 428(b). Such documents are not being filed with the Securities and
Exchange Commission (the "Commission") as part of this registration statement
or as prospectus or prospectuses supplements pursuant to Rule 424 under the
Securities Act. Such documents and the documents incorporated by reference into
this registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
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 herein 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 Wireless Group Common Stock contained
and incorporated by reference in AT&T's Registration
Statements on Form 8-A dated April 24, 2000;
(3) Prospectus, dated April 27, 2000, filed pursuant to Rule
424(b)(1);
(4) AT&T's Quarterly Report on Form 10-Q for the period ending
March 31, 2000;
(5) 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 Reports for the Plans 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 hereto 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 offiling (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 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.
As of July 29, 2000, Robert S. Feit, General Attorney and Assistant
Secretary of registrant owned 5035 shares of AT&T common stock (including
restricted shares) and had options to purchase an additional 33,750 shares AT&T
common stock. Mr. Feit is eligible to participate in the AT&T Long Term Savings
Plan for Management Employees.
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 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
this registration statement:
(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 this 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.
(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.
II-2
<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 Town of Basking Ridge, State of New Jersey, on the 10th day
of August, 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
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*
Louis A. Simpson*
Michael I. Sovern*
Sanford I. Weill*
John D. Zeglis*
* By: /s/ Edward M. Dwyer
---------------------
Edward M. Dwyer
(Attorney-In-Fact)
August 10, 2000
II-3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the persons who
administer the Plans have duly caused this registration statement to be signed
on their behalf by the undersigned, thereunto duly authorized, in the City of
Morristown, State of New Jersey, on the 10th day of August, 2000.
AT&T LONG TERM SAVINGS PLAN
FOR MANAGEMENT EMPLOYEES
AT&T LONG TERM SAVINGS AND SECURITY PLAN
AT&T RETIREMENT SAVINGS AND PROFIT SHARING PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS AND SECURITY PLAN
AT&T OF PUERTO RICO, INC. LONG TERM SAVINGS PLAN FOR MANAGEMENT EMPLOYEES
AT&T LONG TERM SAVINGS PLAN
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
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
4.1 Restated Certificate of Incorporation of the registrant filed
January 10, 1989, Certificate of Correction of the Registrant
filed June 8, 1989, Certificate of Change to Restated Certificate
of Incorporation dated March 18, 1992, Certificate of Amendment to
Restated Certificate of Incorporation dated June 1, 1992,
Certificate of Amendment to the Certificate of Incorporation dated
April 20, 1994, Certificate of Amendment of the Registrant filed
June 8, 1998 and Certificate of Amendment of the Registrant filed
March 9, 1999 (filed as Exhibit (3)a to the Registrant's Form 10-K
for 1998 (File No. 1-1105) and incorporated herein by reference).
4.2 Form of Certificate of Amendment of the Certificate of
Incorporation of the Registrant (filed as Exhibit A to the
Registrant's Proxy Statement on Schedule 14A, dated January 26,
2000, and incorporated herein by reference).
4.3 By-Laws of the Registrant, as amended March 17, 1999 (filed as
Exhibit (3)b to the Registrant's Form 10-K for 1998 (File
No. 1-1105) and incorporated herein by reference).
4.4 Form of By-Law Amendment of the Registrant (filed as Exhibit B to
the Registrant's Proxy Statement on Schedule 14A, dated January
26, 2000, and incorporated herein by reference).
5 Opinion of Robert S. Feit, General Attorney and Assistant
Secretary of the registrant, as to the legality of the securities
to be issued
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
23.4 Consent of Robert S. Feit is contained in the opinion of counsel
filed as Exhibit 5
24.1 Power of Attorney of Louis A. Simpson. Powers of Attorney executed
by officers and other directors who signed this registration
statement were filed as Exhibit 24.1 to the Registrant's Post-
Effective Amendment No. 1 to Form S-8, filed June 30, 2000
(registration no. 333-87935, and incorporated herein by
reference).
