As filed with the Securities and Exchange
Commission on July 1,1997 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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SBC COMMUNICATIONS INC.
A DELAWARE CORPORATION IRS TAXPAYER NO. 43-1301883
175 E. Houston, San Antonio, Texas 78205-2233
Attn: Judith Sahm, (210) 821-4105
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SBC COMMUNICATIONS INC.
1996 STOCK AND INCENTIVE PLAN
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Name, address and telephone Please send copies of all
number of agent for service: communications to:
Judith Sahm Wayne Wirtz, Esq.
SBC Communications Inc. SBC Communications Inc.
175 E. Houston, 11th Floor 175 E. Houston, 12th Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210)821-4105 (210) 821-4105
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price (1) fee
Common Stock, 13,000,000 $59.25 $770,250,000.00 $233,409.09
par value $1.00
per share (2)
(1) The price per share was estimated in accordance with Rule 457(c) and (h) for
purposes of calculating the registration fee. The fee was computed based on
13,000,000 shares (and the average of the high and low price of the stock on
June 26, 1997).
(2) Includes rights attached pursuant to the registrant's Rights Agreement.
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.
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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) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by SBC Communications Inc. ("SBC")
with the Securities and Exchange Commission (the "SEC") (File No. 1-8610) and
are incorporated herein by reference: Annual Report on Form 10-K for the year
ended December 31, 1996; Quarterly Report on Form 10-Q for the three month
period ended March 31, 1997; SBC's Current Reports on Form 8-K, dated March 14,
1997, March 31, 1997, April 1, 1997, May 9, 1997, and June 19, 1997; the
description of SBC's shares of common stock, contained in its Registration
Statement on Form 10, dated November 15, 1983, together with amendments thereto;
the description of the Preferred Stock Purchase Rights contained in SBC's Form
8-A, dated February 9, 1989, together with amendments thereto.
All documents filed by SBC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, ("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; SBC's common stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
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Item 6. Indemnification of Directors and Officers
The laws 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 SBC) 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 SBC or by reason of the
fact that he or she is or was serving at the request of SBC 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
SBC. With respect to any threatened, pending or completed action or suit by or
in the right of SBC, the statute provides that SBC 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 SBC, except that no indemnification may be made if the Indemnitee
shall have been adjudged to be liable to SBC 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 SBC provide
that SBC shall indemnify, and advance expenses to, any director, officer,
employee or agent of SBC or any person serving as a director or officer of any
other entity at the request of SBC to the fullest extent permitted by law.
Under the statute, SBC may, and does, maintain insurance policies covering
SBC, any director or officer of SBC and any person serving at the request of SBC
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 SBC.
In recognition of the directors' and officers' need for substantial
protection against personal liability in order to assure their continued service
to SBC 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, SBC has entered into indemnity agreements with each
of its directors and officers.
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Each agreement specifies that SBC 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 SBC or was serving another corporation,
partnership or joint venture in such a capacity at the request of SBC. Each
agreement also provides that SBC 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 SBC'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.
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In each agreement, SBC 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, SBC may discontinue
any one or more of such policies or coverages. In such event, SBC 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, SBC's bylaws, and the agreements between SBC
and each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
24-a Power of Attorney of Officer/Director
24-b Powers of Attorney of Directors
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Item 9. Undertakings
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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 referred to in Item 6 or otherwise
(excluding the insurance policies referred to therein), 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 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;
(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.
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 and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(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, 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, 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 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.
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SIGNATURES
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THE REGISTRANT:
Pursuant to the requirements of the Securities Act, 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 on the 30th day of June 1997.
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, 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 Donald E. Kiernan,
Accounting Officer: Senior Vice President, Treasurer
and Chief Financial Officer
DIRECTORS:
Clarence C. Barksdale* By:/s/Donald E.Kiernan
James E. Barnes* Donald E. Kiernan, as attorney-in-fact
August A. Busch III* for Mr. Whitacre, the Directors, and on
Ruben R. Cardenas* his own behalf as Principal Financial
Martin K. Eby, Jr.* Officer and Principal Accounting Officer
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Haskell M. Monroe, Jr.* June 30, 1997
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
24-a Power of Attorney of Officer/Director
24-b Powers of Attorney of Directors
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Exhibit 5
July 1, 1997
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 ("SBC"), and related stock
purchase rights (the "Rights") to be issued pursuant to the Rights Agreement,
dated as of January 27, 1989, between SBC and American Transtech, Inc. ("ATI"),
as amended by the Amendment to the Rights Agreement, dated as of August 5, 1992,
by and among SBC, 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 SBC and BONY (as amended, the "Rights
Agreement"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent of not less
than 13,000,000 Shares, which may be purchased pursuant to the
SBC Communications Inc. 1996 Stock and Incentive Plan (the "Plan"),
and, when the registration statement on Form S-8 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 SBC
relating thereto, the Shares will be legally and validly issued,
fully paid and nonassessable;
(2) Assuming that the Rights Agreement 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) SBC has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
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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 SBC 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
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Exhibit 23-a
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of SBC Communications Inc. pertaining to the registration of
13,000,000 shares of its common stock of our reports dated February 14, 1997
(except Note 3, as to which the date is April 1, 1997), with respect to the
consolidated financial statements and schedules of SBC Communications Inc.
included in or incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
ERNST & YOUNG LLP
San Antonio, Texas
June 30, 1997
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Exhibit 24-a
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 thirty million (30,000,000) shares of the Corporation's
common stock pursuant to the SBC Communications Inc. 1996 Stock and Incentive
Plan (the "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
17th day of November 1995.
/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board and
Chief Executive Officer
Exhibit 24-b
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 thirty million (30,000,000) shares of the Corporation's
Common Stock pursuant to the SBC Communications Inc. 1996 Stock and Incentive
Plan (the "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 17th day of November 1995.
/s/ Clarence C. Barksdale /s/ James E. Barnes
Clarence C. Barksdale James E. Barnes
Director Director
/s/ August A. Busch III /s/ Ruben R. Cardenas
August A. Busch III Ruben R. Cardenas
Director Director
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/s/ Martin K. Eby, Jr. /s/ Jess T. Hay
Martin K. Eby, Jr. Jess T. Hay
Director Director
/s/ Bobby R. Inman /s/ Charles F. Knight
Bobby R. Inman Charles F. Knight
Director Director
/s/ Haskell M. Monroe, Jr. /s/ Carlos Slim Helu
Haskell M. Monroe, Jr. Carlos Slim Helu
Director Director
/s/ Patricia P. Upton
Patricia P. Upton
Director
