As filed with the Securities and Exchange
Commission on April 5, 2000. Registration No. ____________
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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, San Antonio, Texas 78205-2233
Attn: Judith Sahm, (210) 821-4105
STOCK SAVINGS 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, 11th Floor 175 E. Houston, 2nd Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 821-4105 (210) 821-4105
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CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered(1) Per Share (2) Offering Price (2) Fee
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Common Stock, 21,000,000 $42.46875 $891,843,750.00 $235,446.75
par value $1.00
per share
Options (3) 13,000,000 (4) (4) (4)
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(1) The number of shares being registered represents the number
of shares of Common Stock which may be issued pursuant to the
Stock Savings Plan in addition to: (a) 20,000,000 shares and
12,000,000 Options previously registered under Registration
No. 33-37451 on Form S-8 and (b) 14,000,000 shares and
9,000,000 Options previously registered under Registration No.
33-54291 on Form S-8 (each of the foregoing amounts have been
adjusted for stock splits).
(2) The price per share was calculated in accordance with Rule
457(c) and (h) for purposes of calculating the registration
fee. The maximum aggregate offering price was computed by
multiplying 21,000,000 shares by the average of the high and
low price of the stock on March 30, 2000.
(3) Each option entitles the holder to purchase one share of
common stock.
(4) No separate consideration will be received for the issuance
of the options.
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. In addition, pursuant to Rule 416(c), this
Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit
plan described herein.
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<PAGE>
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement registers additional securities
for the Stock Savings Plan (the "Plan"). The contents of the
Registration Statements on Form S-8 relating to the Plan,
Registration No. 33-37451 filed on October 26, 1990, and
Registration No. 33-54291 filed on June 24, 1994, are hereby
incorporated by reference, including all exhibits thereto and any
documents incorporated by reference therein (the "Prior
Registration Statements"). The Prior Registration Statements are
currently effective. This Registration Statement relates to
securities of the same class as those to which the Prior
Registration Statements relate and to be issued pursuant to the
Plan.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
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 Arthur Andersen LLP
23-c Consent of James D. Ellis, Esq. (contained in
opinion filed as Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Power of Attorney of Officer/Director
24-c Powers of Attorney of Directors
<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, in the City
of San Antonio, State of Texas.
SBC COMMUNICATIONS INC.
Date: April 5, 2000 By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Executive 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 Accounting Officer: Donald E. Kiernan
Senior Executive Vice President,
Treasurer and Chief Financial
Officer
Date: April 5, 2000 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 Officer and Principal
Accounting Officer
DIRECTORS:
Clarence C. Barksdale*
James E. Barnes*
August A. Busch III*
Royce S. Caldwell*
Ruben R. Cardenas*
William P. Clark*
Martin K. Eby, Jr.*
Herman E. Gallegos*
Jess T. Hay*
James A. Henderson*
Bobby R. Inman*
Charles F. Knight*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
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 Arthur Andersen LLP
23-c Consent of James D. Ellis, Esq. (contained in
opinion filed as Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Power of Attorney of Officer/Director
24-c Powers of Attorney of Directors
Exhibit 5
April 5, 2000
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 of Common Stock, par value $1.00
per share (the "Shares"), of SBC Communications Inc., a Delaware
corporation ("SBC"), I am of the opinion that:
(1) The Shares have been duly authorized to the extent of
21,000,000 Shares and 13,000,000 Options, which may be
purchased pursuant to the terms of the Stock Savings
Plan (the "Plan"), and, when the registration statement
on Form S-8 relating to the Shares to be issued
pursuant to the Plan (the "Registration Statement") has
become effective under the Act, upon issuance of such
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; and
(2) 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 federal 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 21,000,000 shares of its common
stock of our reports dated February 11, 2000, 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,
1999, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
April 4, 2000
San Antonio, Texas
Exhibit 23-b
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement of SBC Communication Inc. on Form S-8 of
our report dated January 21, 1999, on our audits of the
consolidated financial statements and financial statement
schedule of Ameritech Corporation as of December 31, 1998, and
for each of the two years in the period then ended, which is
included in SBC's Annual Report on Form 10-K for the year ended
December 31, 1999.
ARTHUR ANDERSEN LLP
April 5, 2000
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 shares of the Corporation's Common Stock pursuant to
the Stock Savings 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, 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 31st day of March 2000.
/s/ Edward E. Whitacre, Jr.
Edward E. Whitacre, Jr.
Chairman of the Board, Director
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 shares of the Corporation's Common Stock pursuant to
the Stock Savings 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, 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 31st day of March 2000.
/s/ Royce S. Caldwell
Royce S. Caldwell
Vice Chairman of the Board, Director
and President-SBC Operations
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 shares of the Corporation's Common Stock pursuant to
the Stock Savings 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, 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 the undersigned's office and capacity 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 31st day of March 2000.
/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
/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/ James A. Henderson /s/ Bobby R. Inman
James A. Henderson Bobby R. Inman
Director Director
/s/ Charles F. Knight /s/ John B. McCoy
Charles F. Knight John B. McCoy
Director Director
/s/ Mary S. Metz /s/ Toni Rembe
Mary S. Metz Toni Rembe
Director Director
/s/ S. Donley Ritchey /s/ Joyce M. Roche
S. Donley Ritchey Joyce M. Roche
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
