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 BROADBAND DEFERRED COMPENSATION 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 per + offering +registration
be registered + registered + obligation + price(2) + fee
+ + + +
===============================================================================
+ + + +
Deferred + $60,000,000 + 100% + $60,000,000 + $15,000
Compensation + + + +
Obligations(1)+ + + +
================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of AT&T
Broadband, LLC and MediaOne Group, Inc., wholly-owned subsidiaries of AT&T
Corp. ("AT&T") to pay deferred compensation in the future in accordance with
the terms of the AT&T Broadband Deferred Compensation Plan for a select group
of Eligible Employees of AT&T Broadband, LLC and MediaOne Group, Inc.
(2) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to the participating employees as specified by
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "33 Act"). Such
documents and the documents incorporated by reference herein pursuant to Item 3
of Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the 33 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) AT&T's Quarterly Reports on Form 10-Q for the periods ending March 31,
2000, June 30, 2000 and September 30, 2000;
(3) AT&T's Current Reports on Form 8-K or 8-K/A filed on January 6, January
14, March 13, March 17, March 27, March 27, April 4, April 24, May 5,
June 15, October 25, November 16, December 1, December 18, December 21
and December 22, 2000.
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 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 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.
<PAGE>
Item 4. Description of Securities.
Under the AT&T Broadband Deferred Compensation Plan (the "Plan"), AT&T will
provide eligible employees (limited to a select group of management or highly
compensated employees) of its wholly-owned subsidiaries, AT&T Broadband, LLC and
MediaOne Group, Inc., the opportunity to defer a specified percentage of their
eligible compensation. An additional amount of employer matching credits will
also be allocated to participants' hypothetical accounts as provided in the
Plan. The obligations of each participating company under the Plan (the
"Obligations") will be unsecured general obligations of that participating
company to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of such participating company from time to time
outstanding. Because AT&T is a holding company, the right of AT&T, and hence the
right of creditors of AT&T (including participants in the Plan), to participate
in any distribution of the assets of any subsidiary upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of the subsidiary, except that claims of AT&T itself as a creditor of
the subsidiary may be recognized.
The amount of compensation to be deferred by each participating employee
(each a "Participant") will be determined in accordance with the Plan based on
the elections of each Participant. The Obligations will be payable under the
Plan in cash in accordance with distribution elections made by each Participant.
In accordance with elections made by each Participant, up to 50% of Obligations
may be allocated to a bookkeeping "cash account" and the balance will be
allocated to a bookkeeping "share account". The cash account Obligations will be
adjusted to reflect a deemed annual rate of return based upon 10 year U.S.
Treasury securities plus 1% and the share account will be adjusted to a reflect
a deemed rate of return based upon the performance of AT&T Common Stock.
AT&T reserves the right to terminate, suspend or amend the Plan at any
time, except that no such termination, suspension or amendment shall
retroactively impair or otherwise adversely affect the rights of any Participant
or beneficiary under the Plan to which they have become previously entitled.
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 securities and had options to
purchase an additional 33,750 shares of AT&T securities. Mr. Feit will be
eligible for additional awards of options to purchase AT&T securities under AT&T
incentive compensation plans.
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").
<PAGE>
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.
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;
<PAGE>
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.
<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 3rd day of
January, 2001.
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*
Michael I. Sovern*
Louis A. Simpson
Sanford I. Weill*
John D. Zeglis*
* By: /s/ Edward M. Dwyer
------------------------
Edward M. Dwyer
(Attorney-In-Fact)
January 3, 2001
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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 Consents 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 Powers of Attorney
