As filed with the Securities and Exchange Commission on February 1, 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
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, 11th Floor 175 E. Houston, 12th 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, 100,000,000 $39.71875 $3,971,875,000 $1,048,575
par value $1.00
per share
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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 1995 Management Stock Option
Plan in addition to 50,000,000 shares previously registered under Registration
No. 333-49343 on Form S-8.
(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 100,000,000 shares by the average
of the high and low price of the stock on January 28, 2000.
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.
<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 1995
Management Stock Option Plan (the "Plan"). The contents of the Registration
Statement on Form S-8 relating to the Plan, Registration No. 333-49343 filed on
April 13, 1998, are hereby incorporated by reference, including all exhibits
thereto and any documents incorporated by reference therein (the "Prior
Registration Statement"). The Prior Registration Statement is currently
effective. This Registration Statement relates to securities of the same class
as those to which the Prior Registration Statement relates 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 PricewaterhouseCoopers 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: February 1, 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: February 1, 2000 By: /s/ Donand 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*
Lynn M. Martin*
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 PricewaterhouseCoopers 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
February 1, 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 100,000,000
Shares, which may be purchased pursuant to the terms of the 1995
Management Stock Option 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 100,000,000 shares of its common stock of our reports dated February 12,
1999, 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, 1998, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
January 27, 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 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, which is included
in SBC's Annual Report on Form 10-K for the year ended December 31, 1997.
PricewaterhouseCoopers LLP
San Francisco, California
January 28, 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 up to an additional one hundred million
(100,000,000) shares of the Corporation's Common Stock; 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, Liam S. Coonan, 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 January 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 up to an additional one hundred million
(100,000,000) shares of the Corporation's Common Stock; 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, Liam S.
Coonan, 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 January 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 up to an additional one hundred million
(100,000,000) shares of the Corporation's Common Stock; 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, Liam S.
Coonan, 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 28th day of January 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/ Lynn M. Martin
Charles F. Knight Lynn M. Martin
Director Director
/s/ John B. McCoy /s/ Mary S. Metz
John B. McCoy Mary S. Metz
Director Director
/s/ Toni Rembe /s/ S. Donley Ritchey
Toni Rembe S. Donley Ritchey
Director Director
/s/ Joyce M. Roche /s/ Richard M. Rosenberg
Joyce M. Roche Richard M. Rosenberg
Director Director
/s/ Carlos Slim Helu /s/ Patricia P. Upton
Carlos Slim Helu Patricia P. Upton
Director Director
