As filed with the Securities and Exchange Commission on August 10,
1995. Registration No. ______________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
__________________
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
SBC COMMUNICATIONS INC.
A DELAWARE CORPORATION IRS TAXPAYER NO. 43-1301883
175 E. Houston Street, San Antonio, Texas 78205-2233
Attn: Judith Sahm, (210) 821-4105
____________________
1995 MANAGEMENT STOCK OPTION PLAN
____________________
Name, address and telephone
number of agent for service:
Please send copies
of all communications to:
Judith Sahm Wayne Wirtz, Esq.
SBC Communications Inc. SBC Communications Inc.
175 E. Houston Street, 11th Floor 175 E. Houston Street, 12th Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 821-4105
CALCULATION OF REGISTRATION FEE
AMOUNT PROPOSED PROPOSED AMOUNT OF
TITLE OF TO BE MAXIMUM MAXIMUM REGISTRATION
SECURITIES REGISTERED OFFERING PRICE AGGREGATE FEE
TO PER SHARE OFFERING
BE PRICE (1)
REGISTERED
Common 5,000,000 (1) $237,643,750 $81,946.12
Stock,
$1.00 par
value
per share
(2)
(1) For purposes of calculating the registration fee, an estimated
4,590,000 shares are proposed to be sold upon the exercise of
options having an exercise price of $47.375. The price per share
of the remaining estimated 410,000 shares is estimated to be
$49.250 in accordance with Rule 457(c) and (h) (using the average
of the high and low price of the stock as of August 3, 1995).
(2) Includes rights attached pursuant to the registrant's Shareowner
Rights Plan.
Pursuant to Rule 416(a) this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as is
necessary to eliminate any dilutive effect of any future stock split
or stock dividend. No additional registration fee is required.
PART I. INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the documents
containing the information specified by Part I of Form S-8 will be
sent or given to employees as specified by Rule 428(b)(1).
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by SBC Communications
Inc. (the "Corporation") with the Securities and Exchange Commission
(the "SEC") (File No. 1-8610) and are incorporated herein by
reference:
(1)Annual Report on Form 10-K for the year ended December 31,
1994.
(2)Quarterly Reports on Form 10-Q for the three months ended
March 31 and June 30, 1995.
(3)The description of the Corporation's shares of common
stock, par value $1.00 per share ("Common Stock") contained
in the Corporation's Registration Statement on Form 10, filed
under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act") on November 16, 1983, including any amendment
or report filed for the purpose of updating such description.
(5)The description of the Preferred Stock Purchase Rights
contained in the Corporation's Form 8-A dated February 9,
1989, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of
this Registration Statement, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of 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 other subsequently filed
document that 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 Capital Stock
Not applicable; the Corporation's Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
The consolidated financial statements and financial statement
schedules of the Corporation appearing or incorporated by reference in
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Ernst and Young LLP,
independent auditors, as set forth in their reports included and
incorporated by reference therein and incorporated herein by
reference. Such consolidated financial statements and financial
statement schedules are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in
auditing and accounting.
Item 6. Indemnification of Directors and Officers
The statutes of the State of Delaware provide for indemnification
of any person (the "Indemnitee"), under certain circumstances, against
reasonable expenses, including attorneys' fees, incurred in connection
with the defense of a civil, criminal, administrative or investigative
proceeding (other than an action by or in the right of the
Corporation) to which such person has been made, or threatened to have
been made, a party by reason of the fact that he or she is or was
serving as a director, officer, employee or agent of the Corporation
or by reason of the fact that he or she is or was serving at the
request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise. Pursuant to the statutes, indemnity may be provided for
if the Indemnitee acted in good faith (and with respect to a criminal
action or proceeding, had no reason to believe his or her conduct was
unlawful) and in a manner reasonably believed to be in or not opposed
to the best interests of the Corporation. With respect to any
threatened, pending or completed action or suit by or in the right of
the Corporation, the statute provides that the Corporation may
indemnify against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement if
the Indemnitee acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Corporation,
except that no indemnification may be made if the Indemnitee shall
have been adjudged to be liable to the Corporation unless specific
court approval is obtained. The statute further provides that the
indemnification provided pursuant to it shall not be deemed exclusive
of any rights to which those seeking indemnification may be entitled
under any bylaw, agreement, vote of shareowners or disinterested
directors or otherwise. The bylaws of the Corporation provide that
the Corporation shall indemnify, and advance expenses to, any
director, officer, employee or agent of the Corporation or any person
serving as a director or officer of any other entity at the request of
the Corporation to the fullest extent permitted by law.
Under the statute, the Corporation may, and does, maintain
insurance policies covering the Corporation, any director or officer
of the Corporation and any person serving at the request of the
Corporation as a director or officer of any other entity. These
insurance policies generally cover liabilities arising out of such
service, including liabilities for which any such person may not be
indemnified by the Corporation.
In recognition of the directors' and officers' need for
substantial protection against personal liability in order to assure
their continued service to the Corporation in an effective manner,
their reliance on the bylaws and to provide them with specific
contractual assurances that the protection promised by such bylaws
will be available to them, the Corporation has entered into indemnity
agreements with each of its directors and officers.
Each agreement specifies that the Corporation will indemnify the
director or officer to the fullest extent permitted by law, as soon as
practicable after written demand is presented, against any and all
expenses and losses arising out of any action, suit or proceeding,
inquiry or investigation related to the fact that the director or
officer is or was a director, officer or employee, agent or fiduciary
of the Corporation or was serving another corporation, partnership or
joint venture in such a capacity at the request of the Corporation.
Each agreement also provides that the Corporation will promptly
advance any expenses if requested to do so. Each director and officer
undertakes in the agreement to repay such advancements if it is
ultimately determined that he or she was not entitled to
indemnification. The right of any director or officer to
indemnification in any case will be determined by either the Board of
Directors (provided that a majority of directors are not parties to
the claim), by a person or body selected by the Board of Directors or,
if there has been a change in control, defined in the agreement
generally to mean an acquisition by any person of 20 percent or more
of the Corporation's stock or a change in the identity of a majority
of the Board of Directors over a two-year period, by a special,
independent counsel.
In each agreement, the Corporation commits to maintaining its
insurance coverage of directors and officers both in scope and amount
at least as favorable as the policies maintained as of the effective
date of the agreement. In the event that such insurance is not
reasonably available or if it is determined in good faith that the
cost of the insurance is not reasonably justified by the coverage
thereunder or that the coverage thereunder is inadequate, the
Corporation may discontinue any one or more of such policies or
coverages. In such event, the Corporation agrees to hold harmless and
indemnify directors and officers to the full extent of the coverage
which would otherwise have been provided if the insurance in effect on
the effective date of the agreements had been maintained. Each
agreement will remain effective so long as the director or officer is
subject to liability for an indemnifiable event (the "indemnification
period"). Each agreement also provides that if during the
indemnification period the then existing directors and officers have
more favorable indemnification rights than those provided for in the
agreement, each director or officer shall be entitled to such more
favorable rights. The foregoing summary is subject to the detailed
provisions of the Delaware General Corporation Law, the Corporation's
bylaws, and the agreements between the Corporation and each of its
directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The exhibits identified in parentheses below, on file with the
SEC, are incorporated herein by reference as exhibits hereto.
Exhibit
Number Description of Exhibits
4 SBC Communications Inc. 1995 Management Stock Option
Plan
5 Validity opinion of James D. Ellis, Esq.
24 Consent of Ernst & Young LLP, Independent Auditors
25 Powers of Attorney
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted to
directors, officers and controlling persons of the registrant pursuant
to the provisions referred to in Item 15 or otherwise (excluding the
insurance policies referred to therein), the registrant has been
advised that in the opinion of the Securities and Exchange 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 Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes:
(1)to file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective
amendment to this Registration Statement:
(a) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(b) 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;
(c) 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 the undertakings set forth in
paragraphs (a) and (b) above 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
Securities Act of 1934 that are incorporated by reference in
this Registration Statement.
(2)that, for the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment
that contains a form of prospectus 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.
(4)that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.
SIGNATURES
THE REGISTRANT:
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 San Antonio,
State of Texas, on the 9th day of August, 1995.
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Vice President, Treasurer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the date indicated:
Principal Executive Officer: Edward E. Whitacre, Jr.,*
Chairman and Chief Executive Officer
Principal Financial and Accounting Officer: Donald E. Kiernan,
Senior Vice President, Treasurer
and Chief Financial Officer
By: /s/ Donald E. Kiernan
Donald E. Kiernan, as attorney-in-fact for
Mr. Whitacre, the Directors, and on
his own behalf as Principal Financial
DIRECTORS: Officer and Principal Accounting
Officer
Clarence C. Barksdale*
James E. Barnes* August 9, 1995
Jack S. Blanton*
August A. Busch III*
Ruben R. Cardenas*
Martin K. Eby, Jr.*
Tom C. Frost*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Sybil C. Mobley*
Haskell M. Monroe, Jr.*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
4 SBC Communications Inc. 1995 Management
Stock Option Plan
5 Validity opinion of James D. Ellis, Esq.
24 Consent of Ernst & Young LLP, Independent
Auditors
25 Powers of Attorney
Exhibit 4
SBC COMMUNICATIONS INC.
1995 MANAGEMENT STOCK OPTION PLAN
ARTICLE 1. PURPOSE, DEFINITIONS AND EFFECTIVE DATE
1.1 Purpose. The purpose of the 1995 Management Stock Option
Plan ("Plan") is to promote the success and enhance the value of SBC
Communications Inc. (the "Company") by linking the personal interests
of the Employees of the Company and its Subsidiaries to the interests
of the Company's shareowners, and by providing Employees with an
additional incentive for outstanding performance. To achieve this
purpose, Options to purchase common stock of the Company may be
granted to Employees of the Company and its Subsidiaries pursuant to
the Plan.
1.2 Additional Definitions. In addition to definitions set forth
elsewhere in the Plan, for purposes of the Plan:
(a) "Cause" shall mean willful and gross misconduct on the
part of a Participant that is materially and demonstrably
detrimental to the Company or any Subsidiary as determined
by the Committee in its sole discretion.
(b) "Employee" shall mean any management employee of the
Company or of one of its Subsidiaries in the entry level
through second (2nd) level management. Directors of the
Company shall not be considered Employees under the Plan.
(c) "Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, or any successor Act thereto.
(d) "Fair Market Value" shall mean the closing price of
Shares on the relevant date, or on the next preceding
trading day if such date was not a trading day, all as
reported on the New York Stock Exchange Composite Trading
listings, or a similar report selected by the Committee.
(e) "Option" shall mean the right to purchase one or more
shares of the common stock of SBC Communications Inc. on the
terms and conditions contained in this Plan, the rules of
the Committee, and the terms of the Option.
(f) "Retirement" shall mean the termination of a
Participant's employment with the Company or one of its
Subsidiaries, for reasons other than death, disability (as
that term is used in the employee's company disability plan)
or for Cause, on or after the date the Participant is
eligible to retire with an immediate pension pursuant to the
employee's company pension plan.
(g) "Rotational Work Assignment Company" or "RWAC" shall
mean Bell Communications Research, Inc., formerly the
Central Services Organization, Inc., and/or any other entity
with which the Company or any of its subsidiaries may enter
into an agreement to provide an employee for a rotational
work assignment.
(h) "Shares" or "Stock" or "Shares of Stock" shall mean the
common stock of SBC Communications Inc.
(i) "Subsidiary" shall mean any corporation in which the
Company owns directly, or indirectly through subsidiaries,
more than fifty percent (50%) of the total combined voting
power of all classes of Stock, or any other entity
(including, but not limited to, partnerships and joint
ventures) in which the Company owns more than fifty percent
(50%) of the combined equity thereof.
1.3 Effective Date. The Plan shall be effective on the date it
is approved by the Company's Board of Directors.
ARTICLE 2. ADMINISTRATION
2.1 The Committee. The Plan shall be administered by a committee
(the "Committee") which shall be the Human Resources Committee or any
other committee appointed by the Board of Directors (the "Board").
2.2 Authority of the Committee. The Committee or the Board shall
have full power, except as limited by law or by the Articles of
Incorporation or Bylaws of the Company, and subject to the provisions
of this Plan, to select the recipients of Options ("Participants");
determine the sizes of grants of Options under the Plan; determine the
exercise price, duration, vesting requirements, and period of
exercisability of each Option; determine the terms and conditions of
such Option grants in a manner consistent with the Plan; construe and
interpret the Plan and any agreement or instrument entered into under
the Plan; establish, amend, or waive rules and regulations for the
Plan's administration; and, subject to the provisions of Article 5 -
Amendment, Modification, and Termination, herein, amend the terms and
conditions of any outstanding Option to the extent such terms and
conditions are within the discretion of the Committee or the Board as
provided in the Plan.
All determinations and decisions made by the Committee or the
Board pursuant to the provisions of the Plan, and all related orders
and resolutions of the Board shall be final, conclusive, and binding
on all persons, including the Company, its shareowners, Employees,
Participants, and their estates and beneficiaries.
ARTICLE 3. SHARES SUBJECT TO THE PLAN
3.1 Number of Shares. Subject to adjustment as provided in
Section 3.3 Adjustments in Authorized Shares, herein, the total number
of Shares of Stock for which Options may be granted under the Plan may
not exceed 5,000,000 Shares. These Shares may be either authorized
but unissued or reacquired Shares. The Committee or the Board may
amend this Plan to increase the number of authorized Shares.
3.2 Lapsed Options. If any Option granted under the Plan is
canceled, terminates, expires, or lapses for any reason, any Shares
subject to such Option again shall be available for the grant of an
Option under the Plan.
3.3 Adjustments in Authorized Shares. In the event of a merger,
reorganization, consolidation, recapitalization, separation,
liquidation, stock dividend, stock split, share combination, or other
change in the corporate structure of the Company affecting the Shares,
such adjustment shall be made in the number and class of Shares which
may be delivered under the Plan, and in the number and class of and/or
price of Shares subject to outstanding Options granted under the Plan,
as may be determined to be appropriate and equitable by the Committee,
in its sole discretion, to prevent dilution or enlargement of rights;
and provided that the number of Shares subject to any Option shall
always be a whole number.
ARTICLE 4. STOCK OPTIONS
4.1 Grant of Options. Subject to the terms and provisions of the
Plan, Options may be granted to such Employees, at such times and on
such terms and conditions, as shall be determined by the Committee or
the Board; provided, however, no Options may be granted after the 10th
anniversary of the effective date of the Plan. The Committee or the
Board shall have discretion in determining the number of Options and
the number of Shares subject to each Option granted to each
Participant. Without limiting the generality of the foregoing, the
Committee or the Board shall have the authority to establish
guidelines setting forth anticipated grant levels which correspond to
various salary grades, salary ranges or the equivalent thereof.
4.2 Form of Issuance. Options may be issued in the form of a
certificate or may be recorded on the books and records of the Company
for the account of the Participant. If an Option is not issued in the
form of a certificate, then the Option shall be deemed granted upon
issuance of a notice of the grant addressed to the recipient. The
terms and conditions of an Option shall be set forth in the
certificate, in the notice of the issuance of the grant, or in such
other documents as the Committee shall determine. The Committee may
require a Participant to enter into a written agreement containing
terms and conditions relating to the Option and its exercise.
4.3 Option Price. The Option Price for each grant of an Option
shall be determined by the Committee or the Board; provided, however,
that the minimum Option Price shall be one hundred percent (100%) of
the Fair Market Value of a Share on the date the Option is granted.
4.4 Duration of Options. Each Option shall expire at such time
as the Committee or the Board shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the
tenth (10th) anniversary date of its grant. In the event the
Committee or the Board does not specify the expiration date of an
Option, then such Option will expire on the fifth (5th) anniversary
date of its grant, except as otherwise provided herein.
4.5 Vesting of Options. Options shall vest at such times and
under such terms and conditions as determined by the Committee or the
Board. The Senior Vice President - Human Resources, or his or her
successor, or such other person designated by the Committee or the
Board, shall have the authority to accelerate the vesting of Options
for any Participant.
4.6. Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and
conditions as the Committee or the Board shall in each instance
approve, which need not be the same for each grant or for each
Participant. However, regardless of the vesting date of a grant, in
no event may any Option granted under this Plan become exercisable
prior to the first anniversary of the date of its grant, except as
provided in Section 4.11 Change in Control.
Options shall be exercised by delivery of a written notice
(including telecopies) to the Company (or, if so provided by the
Company, to its designated agent), which notice shall be irrevocable,
setting forth the exact number of Shares as to which the Option is
being exercised and including with such notice payment
of the Option Price. When Options have been transferred,
the Company or its designated agent may
require appropriate documentation that the person or persons
exercising the Option, if other than the Participant, has the right to
exercise the Option. No Option may be exercised with respect to a
fraction of a Share of Stock.
4.7 Payment. The Option Price shall be paid in full at the time
of exercise. No Shares shall be issued or transferred until full
payment has been received therefor. Payment may be made:
(a) in cash or (b) unless otherwise provided by the Board or the
Committee at any time, by (i) delivery of Shares of Stock owned
by the Participant in partial or full payment (if in partial
payment, then together with cash); provided, however,
as a condition to paying any part of the Option Price in
Stock, the Stock tendered to the Company must have been held
by the Participant for a minimum of six (6) months preceding
the tender; or (ii) delivery of a properly executed exercise
notice to the Company (if the Company has designated an
agent to process exercises, then to the agent) together with
a copy of instructions simultaneously given to a broker-
dealer approved by the Company (which may be limited to the
Company's designated agent), irrevocably instructing the
broker-dealer: (x) to immediately sell a sufficient portion
of the Shares to pay the Option Price of the Options being
exercised and the required tax withholding, and (y) to
deliver on the settlement date the portion of the proceeds of the
sale equal to the Option Price and tax withholding
to the Company or its designated agent.
The Company has no obligation to approve one or more broker-
dealers for purposes of (b)(ii) above.
If payment is made by the delivery of Shares of Stock, the
value of the Shares delivered shall be the Fair Market Value of the
Shares on the day preceding the date of exercise of the Option.
4.8 Termination of Employment.
(a) Termination by Reason of Death or Disability. In the
event the employment of a Participant is terminated by
reason of death or disability (as that term is used in the
employee's company disability plan), any outstanding Options
granted to the Participant shall vest as of the date of
termination of employment and may be exercised, if at all,
no more than one (1) year following termination of
employment, unless the Options, by their terms, expire
earlier.
(b) Termination by Retirement. In the event the employment
of a Participant is terminated by reason of Retirement, any
outstanding Options granted to the Participant which are
vested as of the date of termination of employment may be
exercised, if at all, no more than three (3) years following
termination of employment, unless the Options, by their
terms, expire earlier.
(c) Termination of Employment for Other Reasons. If the
employment of a Participant shall terminate for any reason
other than the reasons set forth in (a) or (b), above, and
other than for Cause, all outstanding Options granted to the
Participant which are vested as of the date of termination
of employment may be exercised by the Participant within the
period beginning on the effective date of termination of
employment and ending three (3) months after such date,
unless the Options, by their terms, expire earlier.
(d) Termination for Cause. If the employment of a
Participant shall terminate for Cause, all outstanding
Options held by the Participant shall immediately terminate
and be forfeited to the Company, and no additional exercise
period shall be allowed.
(e) Options not Vested at Termination. Any outstanding
Options not vested as of the effective date of termination
of employment shall expire immediately and shall be
forfeited to the Company.
4.9 Transfers. For purposes of the Plan, transfer of employment
of a Participant between the Company and any one of its Subsidiaries
(or between Subsidiaries) or between the Company or a Subsidiary and a
RWAC, to the extent the term of employment at a RWAC is equal to or
less than five (5) years, shall not be deemed a termination of
employment.
4.10 Restrictions on Exercise and Transfer of Options. During the
Participant's lifetime, the Participant's Options shall be exercisable
only by the Participant or by the Participant's guardian or legal
representative. After the death of the Participant, except as
otherwise provided by the Company's Rules for Employee Beneficiary
Designations, an Option shall only be exercised by the holder thereof
(including, but not limited to, an executor or administrator of a
decedent's estate) or his or her guardian or legal representative.
No Option shall be transferable except: (a) in the case of
the Participant, only upon the Participant's death and in accordance
with the Company's Rules for Employee Beneficiary Designations; and
(b) in the case of any holder after the Participant's death, only by
will or by the laws of descent and distribution.
4.11 Change in Control. Upon the occurrence of a Change in
Control, unless otherwise determined by the Committee or the Board
prior to such Change in Control, all Options held by Participants
hereunder shall immediately become vested and exercisable,
notwithstanding the provisions of Section 4.6 Exercise of Options to
the contrary. A "Change in Control" shall be deemed to have occurred
if (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act), other than a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the shareowners of the
Company in substantially the same proportions as their ownership of
stock of the Company, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under said Act), directly or indirectly, of securities
of the Company representing twenty percent (20%) or more of the total
voting power represented by the Company's then outstanding voting
securities, or (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board
of Directors of the Company and any new Director whose election by the
Board of Directors or nomination for election by the Company's
shareowners was approved by a vote of at least two-thirds (2/3) of the
Directors then still in office who either were Directors at the
beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a
majority thereof, or (iii) the shareowners of the Company approve a
merger or consolidation of the Company with any other corporation,
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least
eighty percent (80%) of the total voting power represented by the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the shareowners of
the Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.
ARTICLE 5. AMENDMENT, MODIFICATION, AND TERMINATION
5.1 Amendment, Modification, and Termination. The Committee or
the Board, may at any time and from time to time, terminate, amend, or
modify the Plan.
5.2 Awards Previously Granted. No termination, amendment, or
modification of the Plan shall in any material manner adversely affect
any Option previously granted under the Plan, without the written
consent of the Participant holding such Option.
ARTICLE 6. WITHHOLDING
6.1 Tax Withholding. Upon the exercise of an Option, the Company
shall withhold sufficient Shares necessary to satisfy the minimum
amount of federal, state, and local taxes required by law to be
withheld as a result of such exercise. Any excess fractional share
remaining after such withholding, and, if applicable, any fractional
share remaining after a Participant has paid the full Option Price
in previously owned Shares shall be combined therewith, and any remaining
fractional share, shall be withheld as additional federal withholding.
Unless otherwise determined by the Board or the Committee,
when the method of payment for the Option Price is from
a broker-dealer sale, the tax withholding shall also be
satisfied out of the proceeds and, for administrative purposes in
determining the amount of taxes due, the Fair Market Value of the
Stock acquired upon the exercise of the Option shall be the sale price
received by the broker-dealer.
ARTICLE 7. MISCELLANEOUS
7.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary thereof to
terminate any Participant's employment at any time, nor confer upon
any Participant any right to continue in the employment of the Company
or any Subsidiary thereof.
7.2 Participation. No Employee shall have the right to be
selected to receive an Option under the Plan, or, having been so
selected, to be selected to receive a future Option.
7.3 Successors. All obligations of the Company under the Plan
shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.
7.4 Governing Law. The Plan, and any and all agreements
hereunder, shall be construed in accordance with and governed by the
laws of the State of Texas.
2
Exhibit 5
August 9, 1995
SBC Communications Inc.
175 E. Houston Street
San Antonio, Texas 78205
Dear Sirs:
In connection with the registration under the Securities Act of
1933 (the "Act") of shares (the "Shares") of Common Stock, par value
$1.00 per share, of SBC Communications Inc., a Delaware corporation
(the "Corporation"), and related stock purchase rights (the "Rights")
to be issued pursuant to the Shareowner Rights Plan, dated as of
January 27, 1989, between the Corporation and American Transtech, Inc.
("ATI"), as amended by the Amendment to the Rights Agreement, dated as
of August 5, 1992, by and among the Corporation, ATI, and The Bank of
New York ("BONY"), as successor Rights Agent, and as further amended
by the Second Amendment to Rights Agreement, dated as of June 15,
1994, by and between the Corporation and BONY (as amended, the "Rights
Plan"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent of
5,000,000 Shares, which may be purchased pursuant to the 1995
Management Stock Option Plan (the "Plan"), and, when the
registration statement relating to the Shares (the "Registration
Statement") has become effective under the Act, upon issuance of
the Shares and payment therefore in accordance with the Plan and
the resolutions of the Board of Directors of the Corporation
relating thereto, the Shares will be legally issued, fully paid and
nonassessable;
(2) Assuming that the Rights Plan has been duly authorized,
executed and delivered by the Rights Agent, then when the
Registration Statement has become effective under the Act and the
Shares have been validly issued and sold as contemplated in
paragraph (1) above, the Rights attributable to the Shares will be
validly issued;
(3) The Plan has been duly adopted by the Corporation; and
(4) The Corporation has been duly incorporated and is
validly existing as a corporation in good standing under the laws
of the State of Delaware.
The foregoing opinion is limited to the laws of the United States
and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other
jurisdiction.
I have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources
believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ James D. Ellis
Exhibit 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-8) pertaining to the SBC
Communications Inc. 1995 Management Stock Option Plan and to the
incorporation by reference therein of our reports dated February 10,
1995, with respect to the consolidated financial statements of SBC
Communications Inc. incorporated by reference in its Annual Report
(Form 10-K) for the year ended December 31, 1994, and the related
financial statement schedules included therein filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
August 4, 1995
Exhibit 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation,
hereinafter referred to as the "Corporation," proposes to file with
the Securities and Exchange Commission at Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the issuance of up to five million
(5,000,000) shares of the Corporation's Common Stock pursuant to the
1995 Management Stock Option Plan; and
WHEREAS, the undersigned is an officer and a director of the
Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
James D. Ellis, Donald E. Kiernan, Alfred G. Richter, Jr., Roger W.
Wohlert, or any one of them, all of the City of San Antonio and State
of Texas, his attorneys for him and in his name, place and stead, and
in each of his offices and capacities in the Corporation, to execute
and file such Registration Statement, and thereafter to execute and
file any and all amended registration statements and amended
prospectuses or amendments or supplements to any of the foregoing,
hereby giving and granting to said attorneys full power and authority
to do and perform each and every act and thing whatsoever requisite
and necessary to be done in and concerning the premises, as fully to
all intents and purposes as the undersigned might or could do if
personally present at the doing thereof, hereby ratifying and
confirming all that said attorneys may or shall lawfully do, or cause
to be done, by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand the
28th day of July, 1995.
/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
THAT, WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation,
hereinafter referred to as the "Corporation," proposes to file with
the Securities and Exchange Commission at Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-8 for the issuance of up to five million
(5,000,000) shares of the Corporation's Common Stock pursuant to the
1995 Management Stock Option Plan; and
WHEREAS, each of the undersigned is a director of the
Corporation;
NOW, THEREFORE, each of the undersigned hereby constitutes and
appoints Edward E. Whitacre, Jr., James D. Ellis, Donald E. Kiernan,
Alfred G. Richter, Jr., Roger W. Wohlert, or any one of them, all of
the City of San Antonio and State of Texas, the undersigned's
attorneys for the undersigned and in the undersigned's name, place and
stead, and in each of the undersigned's offices and capacities in the
Corporation, to execute and file such Registration Statement, and
thereafter to execute and file any and all amended registration
statements and amended prospectuses or amendments or supplements to
any of the foregoing, hereby giving and granting to said attorneys
full power and authority to do and perform each and every act and
thing whatsoever requisite and necessary to be done in and concerning
the premises, as fully to all intents and purposes as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully
do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
or her hand the 28th day of July, 1995.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
/s/ Jack S. Blanton /s/ August A. Busch III
Jack S. Blanton August A. Busch III
Director Director
/s/ Ruben R. Cardenas /s/ Martin K. Eby, Jr.
Ruben R. Cardenas Martin K. Eby, Jr.
Director Director
/s/ Tom C. Frost /s/ Jess T. Hay
Tom C. Frost Jess T. Hay
Director Director
/s/ Bobby R. Inman /s/ Charles F. Knight
Bobby R. Inman Charles F. Knight
Director Director
/s/ Sybil C. Mobley /s/ Haskell M. Monroe, Jr.
Sybil C. Mobley Haskell M. Monroe, Jr.
Director Director
/s/ Carlos Slim Helu /s/ Patricia P. Upton
Carlos Slim Helu Patricia P. Upton
Director Director
