As filed with the Securities and Exchange Commission on July 21, 2000
Registration No.333-36458-1
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
on
FORM S-8
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933*
-------------------------
AT&T Corp.
(Exact name of registrant as specified in its charter)
New York 13-4924710
(State or other jurisdiction of incorporation or
organization) (IRS Employer Identification No.)
-------------------------
32 Avenue of the Americas, New York, New York 10013-2412
(Address of Principal Executive Offices) (Zip Code)
The Todd-AO Corporation 1986 Stock Option Plan
The Todd-AO Corporation 1994 Stock Option Plan
The Todd-AO Corporation 1995 Stock Option Plan
The Todd-AO Corporation 1997 Stock Option Plan
(Full title of the plans)
-------------------------
Marilyn J. Wasser, Esq.
Vice President-Law and Secretary
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
(Name and address of agent for service)
(908) 221-2000
(Telephone number, including area code, of
agent for service)
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of securities to be registered registered 1 share price registration fee
Class A Liberty Media Group Stock, par value 424,696 N/A N/A (2)
$1.00 per share
shares
</TABLE>
* Filed as a Post-Effective Amendment on Form S-8 to such Registration
Statement pursuant to the procedure described herein. See "Introductory
Statement."
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover an
indeterminable number of additional shares that may become issuable
pursuant to the equitable adjustment provisions of the plans listed above.
(2) Not applicable. All filing fees payable in connection with the registration
of these securities were paid in connection with the filing with the
Securities and Exchange Commission (the "Commission") of the Registration
Statement on Form S-4 of AT&T Corp. (File No. 333-36458) on May 5, 2000
(the "S-4").
===========================================================================
<PAGE>
PART I.
INTRODUCTORY STATEMENT
AT&T Corp. ("AT&T") hereby amends the S-4 by filing this Post Effective
Amendment No. 1 on Form S-8 to the S-4 relating to a maximum of 424,696 shares
of Class A Liberty Media Group common stock, par value $1.00 per share, of AT&T
("Class A Liberty Stock") issuable by AT&T upon the exercise of (i) options
issued pursuant to The Todd-AO Corporation 1986 Stock Option Plan, (ii) options
issued pursuant to The Todd-AO Corporation 1994 Stock Option Plan, (iii) options
issued pursuant to The Todd-AO Corporation 1995 Stock Option Plan and (iv)
options issued pursuant to The Todd-AO Corporation 1997 Stock Option Plan
(collectively, the "Todd Stock Options").
On June 9, 2000, The Todd-AO Corporation, a Delaware corporation
("Todd") reclassified (the "Reclassification") each share of its Class A Common
Stock ("Old Todd Class A Common Stock") and each share of its Class B Common
Stock ("Old Todd Class B Common Stock") into (i) 0.4 of a share of New Todd
Class A Common Stock ("New Todd Class A Common Stock" or "Liberty Livewire Class
A Common Stock") and (ii) 0.6 of a share of New Todd Class B Common Stock ("New
Todd Class B Common Stock"). The Reclassification was consummated pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December
10, 1999, as amended, among AT&T, B-Group Merger Corp., a Delaware corporation
and a wholly owned subsidiary of AT&T ("Merger Sub"), Liberty Media Corporation
("Liberty") and Todd.
On June 9, 2000, after the consummation of the Reclassification, Merger
Sub merged (the "Merger") with and into Todd, pursuant to the Merger Agreement;
and Todd, as the surviving corporation in the Merger, changed its name to
"Liberty Livewire Corporation". When the Merger was consummated (the "Effective
Time"), among other things, each share of the New Todd Class B Common Stock was
converted into the right to receive 0.83333 of a share of Class A Liberty Stock,
after taking into account a 2-for-1 stock split (the "Stock Split") effected on
the Class A Liberty Stock on June 9, 2000. Pursuant to the Merger Agreement,
each Todd Stock Option was converted into a stock option (a "Rollover Option")
exercisable for (i) that number of shares of Class A Liberty Stock, on a basis
determined by multiplying the number of shares of Old Todd Class A Common Stock
subject to such Todd Stock Option immediately prior to the Reclassification by
0.50, after taking into account the Stock Split (the "Option Rollover Ratio"),
rounded to the nearest whole number and (ii) that number of shares of Liberty
Livewire Class A Common Stock equal to the number of shares of Old Todd Class A
Common Stock subject to such Todd Stock Option immediately prior to the
Reclassification times 0.4, at an exercise price per share equal to the exercise
price under such Todd Stock Option as in effect immediately prior to the
Effective Time.
The designation of this Post-Effective Amendment as Registration No.
333-36458-1 denotes that this Post-Effective Amendment relates only to a maximum
of 424,696 shares of Class A Liberty Stock issuable upon exercise of the
Rollover Options and that this is the first Post-Effective Amendment to the S-4.
<PAGE>
2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by AT&T (Commission File No.
1-1105) and Todd (Commission File No. 0-1461) with the Commission pursuant to
the Securities Exchange Act of 1934, as amended, (the "Exchange Act") are
incorporated herein by reference:
(a) AT&T's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) AT&T's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
(c) 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;
(d) the description of the Class A Liberty Stock contained in AT&T's
Registration Statement on Form 8-A dated March 3, 1999;
(e) Todd's Form S-8 (No.333-34804) filed with the Commission on April
14, 2000;
(f) Todd's Schedule 14A filed with the Commission on July 19, 1994; and
(g) Liberty Livewire Corporation's Quarterly Report on Form 10-Q for the
quarter ended May 31, 2000.
All documents subsequently filed by AT&T pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment 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 to be a part hereof from the respective
dates of the filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein 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 of this
Registration Statement.
ITEM 2. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 3. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The legality of Class A Liberty Stock registered by the S-4 was passed
upon for AT&T by Robert S. Feit, Esq., General Attorney and Assistant Secretary
of AT&T. As of June 29, 2000, Mr. Feit owned 5,035 shares of AT&T common stock
and held options to purchase an additional 33,750 shares of AT&T common stock.
ITEM 4. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Previously filed. (See Item 20 of the S-4).
ITEM 5. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
<PAGE>
3
ITEM 6. EXHIBITS.
See Exhibit Index.
ITEM 7. 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; (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; and (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 clauses (i) and (ii) do not apply if
the information required to be included in a post-effective amendment by
those clauses 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) 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 therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
C. 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 provisions described in Item 6
above or otherwise, the Registrant has been advised that in the
opinion of the Commission 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.
<PAGE>
4
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 New York, State of New York, on the 21st day of
July, 2000.
AT&T CORP.
By: /s/ MARILYN J. WASSER
---------------------
Marilyn J. Wasser
Vice President--Law and
Secretary
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 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, Jr.*
Ralph S. Larsen*
John C. Malone*
Donald F. McHenry*
Michael I. Sovern*
Sanford I. Weill*
Thomas H. Wyman*
John D. Zeglis*
*By: /s/ MARILYN J. WASSER
---------------------
Marilyn J. Wasser
(Attorney-in-Fact)
July 21, 2000
<PAGE>
5
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION PAGE NO.
---------- -------------------- -------
5.01 Opinion of Robert S. Feit, General Attorney and
Assistant Secretary of the Registrant, as to the
legality of the securities being registered.*
8.01 Opinion from Baker Botts L.L.P. to AT&T Corp. as
to certain U.S. federal income tax matters.
8.02 Opinion from Baker Botts L.L.P. to Liberty Media
Corporation as to certain U.S. federal income tax
matters.
8.03 Opinion from Baker Botts L.L.P. to The Todd-AO
Corporation as to certain U.S. federal income tax
matters.
23.01 Consent of Robert S. Feit (included in Exhibit 5.01).*
23.02 Consent of PricewaterhouseCoopers LLP.
23.03 Consent of KPMG LLP.
23.04 Consent of Arthur Andersen LLP.
23.05 Consent of Pricewaterhouse Coopers LLP.
23.06 Consent of Arthur Andersen LLP
23.07 Consent of Deloitte & Touche LLP
24.01 Powers of attorney.*
99.01 Restated 1986 Stock Option Plan.
99.02 Restated 1994 Stock Option Plan.
99.03 Restated 1995 Stock Option Plan
99.04 Restated 1997 Stock Option Plan
* Previously filed as Exhibits to the S-4
