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As filed with the Securities and Exchange Commission on January 10, 2001
Registration No. 333-48606-1
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 (I.R.S. Employer
of incorporation or Identification No.)
organization
32 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK, 10013-2412
(Address of Principal Offices) (Zip Code)
INTERNATIONAL POST LIMITED
1993 LONG TERM INCENTIVE PLAN
(Full title of the plan)
MARILYN J. WASSER, ESQ.
VICE PRESIDENT--LAW
AND SECRETARY
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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<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED
MAXIMUM PROPOSED
OFFERING PRICE MAXIMUM
PER AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE SHARE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (1) PRICE (1) FEE
<S> <C> <C> <C> <C>
Class A Liberty Media Group Common Stock,
par value $.01 per share................. 81,848 shares N/A N/A (2)
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* 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 plan (the "Plan")
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. ("AT&T") (File No. 333-48606) on
October 25, 2000 (the "S-4").
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INTRODUCTORY STATEMENT
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 81,848 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 options with respect to
Class A Liberty Stock under the Plan. All such shares of Class A Liberty Stock
were originally registered pursuant to the S-4.
On December 21, 2000, E-Group Merger Corp., a Delaware corporation and a
wholly owned subsidiary of AT&T ("Merger Sub"), was merged (the "Merger") with
and into Video Services Corporation ("VSC") pursuant to the Agreement and Plan
of Merger (the "Merger Agreement"), dated as of July 25, 2000, among AT&T,
Merger Sub, Liberty Media Corporation, a Delaware corporation ("Liberty"), and
VSC. Pursuant to the Merger Agreement, when the Merger was consummated (the
"Effective Time"), among other things, each share of common stock of VSC issued
and outstanding immediately prior to the Effective Time was converted into 0.104
of a share of Class A Liberty Stock. Pursuant to the Merger Agreement, the
outstanding stock options granted under the Plan (the "Options") are no longer
exercisable for the common stock of VSC, but instead are exercisable for 0.208
of a share of Class A Liberty Stock.
The designation of this Post-Effective Amendment as Registration No.
333-48606-1 denotes that this Post-Effective Amendment relates only to a maximum
of 81,848 shares of Class A Liberty Stock issuable upon exercise of the
Options and that this is the first Post-Effective Amendment to the S-4.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed previously with the
Securities and Exchange Commission (the "Commission") by AT&T pursuant to the
Securities and 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 Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000, and September 30, 2000;
(c) AT&T's Current Reports on Form 8-K filed on January 6, 2000,
January 14, 2000, March 13, 2000, March 17, 2000, March 27,
2000, April 4, 2000, April 24, 2000, May 5, 2000, June 15,
2000 (as amended August 29, 2000), October 25, 2000, November
16, 2000, December 1, 2000, December 18, 2000, December 21,
2000, and December 22, 2000; and
(d) The description of the Class A Liberty Stock contained in
AT&T's Registration Statement on Form 8-A filed on March 3,
1999 with the Commission under Section 12(g) of the Exchange
Act, which incorporates by reference the description of such
Common Stock contained in AT&T's Registration Statement on
Form S-4 (which description is herein incorporated by
reference), and any amendment or report filed for the purpose
of updating such description.
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST 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 July 29, 2000, Mr. Feit owned approximately 5,035 shares of
AT&T securities and held options to purchase an additional 33,750 shares of AT&T
securities.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Previously filed (See Item 20 of the S-4).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
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, as amended (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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of the prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 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) 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.
(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.
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
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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.
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 under 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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, New York, on January 10, 2001.
AT&T CORP.
By: /s/ Marilyn J. Wasser
________________________________
Name: Marilyn J. Wasser
Title: Vice President - Law and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following person sin the
capacities and on the date indicated.
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SIGNATURE CAPACITY
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<S> <C>
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* Controller and Chief Accounting Officer
DIRECTORS
C. Michael Armstrong*
Kenneth T. Derr*
M. Kathryn Eickhoff*
Walter Y. Elisha*
George M. C. Fisher*
Amos B. Hostetter, Jr.*
Ralph S. Larsen*
John C. Malone*
Donald F. McHenry*
Louis S. Simpson*
Michael I. Sovern*
Sanford I. Weill*
John D. Zeglis*
</TABLE>
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* By: /s/ Marilyn J. Wasser
Marilyn J. Wasser
(Attorney-In-Fact)
January 10, 2001
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EXHIBITS INDEX
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5.01 Opinion of Robert S. Feit, General Attorney and Assistant Secretary of the
Registrant, as to the legality of the securities being registered.*
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 PricewaterhouseCoopers LLP
23.06 Consent of Ernst & Young LLP
24.01 Power of Attorney*
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*Previously filed as Exhibits to the S-4
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