As filed with the Securities and Exchange
Commission on April 3, 1998. Registration No. 333- _______
- --------------------------------------------------------------------------------
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 M. Sahm, (210) 821-4105
____________________
SBC 1995 MANAGEMENT STOCK OPTION PLAN
____________________
Name, address and telephone Please send copies of all
number of agent for service: communications to:
Judith M. 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
TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE (1) FEE(3)
- --------------------------------------------------------------------------------
Common Stock, 50,000,000 (1) $1,715,037,078.07 $505,935.94
$1.00 par value
per share (2)
- --------------------------------------------------------------------------------
(1) For purposes of calculating the registration fee, an estimated 9,680,652,
16,692,460 and 14,836,778 shares are proposed to be sold upon the exercise
of options having exercise prices of $24.9375, $27.50 and $43.00,
respectively. The price per share of the remaining estimated 8,790,110
shares is estimated to be $42.8438 in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee (using the average of the
high and low price of the stock as of April 1, 1998).
(2) Includes rights attached pursuant to the registrant's Shareowner Rights
Plan.
(3) Does not include an additional 5,991,648 shares of SBC Common Stock being
carried forward from Registration Statement No. 33-61715 on Form S-8
pursuant to Rule 429 of the Securities Act. A registration fee of
$49,099.23 for such additional securities was previously paid with the
filing of such registration statement.
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.
Prospectus herein also relates to Registration Statement No. 33-61715 pursuant
to Rule 429.
<PAGE>
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, 1997; SBC's Current Reports on Form 8-K, dated January 5,
1998, and February 5, 1998; 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; and 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.
<PAGE>
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.
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
<PAGE>
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.
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
23-b Consent of Coopers & Lybrand L.L.P., Independent Accountants
24-a Power of Attorney of Edward E. Whitacre, Jr.
24-b Power of Attorney of Royce S. Caldwell
24-c Powers of Attorney of Directors
<PAGE>
Item 9. Undertakings
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 Exchange Act 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.
<PAGE>
SIGNATURES
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 3rd day of April 1998.
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
Royce S. Caldwell* his own behalf as Principal Financial
Ruben R. Cardenas* Officer and Principal Accounting Officer
William P. Clark*
Martin K. Eby, Jr.* April 3, 1998
Herman E. Gallegos*
Jess T. Hay*
Bobby R. Inman*
Charles F. Knight*
Mary S. Metz*
Haskell M. Monroe, Jr.*
Toni Rembe*
S. Donley Ritchey*
Richard M. Rosenberg*
Carlos Slim Helu*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
- ------------------------------------
* By power of attorney
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
23-b Consent of Coopers & Lybrand L.L.P., Independent Accountants
24-a Power of Attorney of Edward E. Whitacre, Jr.
24-b Power of Attorney of Royce S. Caldwell
24-c Powers of Attorney of Directors
Exhibit 5
April 3, 1998
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 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 50,000,000
Shares, which may be purchased pursuant to the SBC 1995 Management
Stock Option 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.
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
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
50,000,000 shares of its common stock of our reports dated February 20, 1998,
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, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
San Antonio, Texas
April 1, 1998
Exhibit 23-b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of SBC Communications Inc. pertaining to the registration of 50,000,000
common shares under the SBC 1995 Management Stock Option Plan of our report
dated February 27, 1997, on our audits of the consolidated financial statements
and financial statement schedule of Pacific Telesis Group and Subsidiaries as of
December 31, 1996 and for each of the two years in the period then ended,
included in SBC Communications Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997.
COOPERS & LYBRAND L.L.P.
San Francisco, California
April 2, 1998
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 fifty million (50,000,000) additional shares of the Corporation's
common stock pursuant to the SBC 1995 Management Stock Option 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 27th day
of March 1998.
/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 fifty million (50,000,000) additional shares of the Corporation's
common stock pursuant to the SBC 1995 Management Stock Option Plan (the "Plan");
and
WHEREAS, the undersigned is an officer and a director of the Corporation;
NOW, THEREFORE, 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, 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 27th day
of March 1998.
/s/ Royce S. Caldwell
Royce S. Caldwell
President - SBC Operations
and Director
Exhibit 24-c
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 fifty million (50,000,000) additional shares of the Corporation's
common stock pursuant to the SBC 1995 Management Stock Option 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 27th day of March 1998.
/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
<PAGE>
/s/ William P. Clark /s/ Martin K. Eby, Jr.
William P. Clark Martin K. Eby, Jr.
Director Director
/s/ Herman E. Gallegos /s/ Jess T. Hay
Herman E. Gallegos Jess T. Hay
Director Director
/s/ Bobby R. Inman /s/ Charles F. Knight
Bobby R. Inman Charles F. Knight
Director Director
/s/ Mary S. Metz /s/ Haskell M. Monroe, Jr.
Mary S. Metz Haskell M. Monroe, Jr.
Director Director
/s/ Toni Rembe /s/ S. Donley Ritchey
Toni Rembe S. Donley Ritchey
Director Director
/s/ Richard M. Rosenberg /s/ Carlos Slim Helu
Richard M. Rosenberg Carlos Slim Helu
Director Director
/s/ Patricia P. Upton
Patricia P. Upton
Director
