As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEXTEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 36-3939651
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
201 Route 17 North, Rutherford, New Jersey 07070
(Address of Principal Executive Offices) (Zip Code)
NEXTEL COMMUNICATIONS, INC. AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(Full title of plan)
Thomas J. Sidman, Esq.
Vice President and General Counsel
Nextel Communications, Inc.
201 Route 17 North
Rutherford, New Jersey 07070
(Name and address of agent for service)
(201) 438-1400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Aggregate Registration
to be Registered Registered Price Offering Fee
Per Share(2) Price(2)
- --------------------------------------------------------------------------------
Class A Common Stock,
par value $0.001 per 10,000,000(1) $20.3125 $203,125,000.00 $70,043.10
share
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(1) Such additional indeterminable number of shares as may be required to be
issued as result of the antidilution provisions of the Nextel
Communications, Inc. Amended and Restated Incentive Equity Plan are also
hereby registered.
(2) In accordance with Rule 457(h) of the Securities Act of 1933, as amended
(the "Securities Act"), this estimate is made solely for purposes of
computing the amount of the registration fee and is based upon the average
of the reported high and low sales prices of the Class A Common Stock of
the Registrant on the Nasdaq Stock Market on June 18, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10 (A) PROSPECTUS
NOTE: The document containing the information specified in this Part I
will be sent or given to employees as specified by Rule 428(b)(1) under the
Securities Act. Such documents need not be filed with the Commission either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. See Rule 428(a)(1) under
the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:
(1) Annual Report on Form 10-K for the fiscal year ended December
31, 1995, as amended by Form 10-K/A filed on April 1, 1996 and Form
10-K/A2 filed on May 17, 1996;
(2) Current Reports on Form 8-K: (i) dated February 6, 1996 and
filed on February 7, 1996, as amended by Form 8-K/A filed on April
26, 1996; (ii) dated February 9, 1996 and filed on February 12,
1996; and (iii) dated March 13, 1996 and filed on March 15, 1996;
(3) Quarterly Report on Form 10-Q for the quarter ended March 31,
1996; and
(4) The description of the Company's Class A Common Stock, par value
$0.001 per share, contained in the Company's Registration Statement
filed pursuant to Section 12 of the Securities Exchange Act of 1934
(the "Exchange Act") and any amendments and reports filed for the
purpose of updating that description.
All documents filed by the Company pursuant to Sections 13 (a), 13 (c), 14
and 15 (d) of the Exchange Act subsequent to the filing of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all securities offered under the Incentive Equity Plan have been sold or
deregistering all securities then remaining unsold thereunder shall be deemed to
be incorporated herein by reference and shall be deemed to be a part hereof from
the date of filing thereof.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Set forth below is a description of certain provisions of the Restated
Certificate of Incorporation of the Company (the "Nextel Charter"), the Amended
and Restated By-Laws of the Company (the "Nextel By-Laws") and the Delaware
General Corporation Law (the "DGCL"). This description is intended as a summary
only and is qualified in its entirety by reference to the Nextel Charter, the
Nextel By-Laws and the DGCL.
Elimination of Liability in Certain Circumstances. The Nextel Charter
provides that, to the full extent provided by law, a director will not be
personally liable to the Company or its stockholders for or with respect to any
acts or omissions in the performance of his or her duties as a director. The
DGCL provides that a corporation may limit or eliminate a director's personal
liability for monetary damages to the corporation or its stockholders, except
for liability (i) for any breach of the director's duty of loyalty to such
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the DGCL or (iv) for any transaction from which the director derived an improper
personal benefit.
While Article 7 of the Nextel Charter provides directors with protection
from awards for monetary damages for breaches of the duty of care, it does not
eliminate the directors' duty of care. Accordingly, Article 7 will have no
effect on the availability of equitable remedies such as an injunction or
rescission based on a director's breach of the duty of care. The provisions of
Article 7 as described above apply to officers of the Company only if they are
directors of the Company and are acting in their capacity as directors, and does
not apply to officers of the Company who are not directors.
Indemnification and Insurance. Under the DGCL, directors and officers as
well as other employees and individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation as a derivative action) if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
Article 6 of the Nextel Charter and Article VII of the Nextel By-Laws
provide to directors and officers indemnification to the full extent provided by
law, thereby affording the directors and officers of the Company the protections
available to directors and officers of Delaware corporations. Article VII of the
Nextel By-Laws also provides that expenses incurred by a person in defending a
civil or criminal action, suit or proceeding by reason of the fact that he or
she is or was a director or officer shall be paid in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that he or she is not entitled to be indemnified by the
Company as authorized by relevant Delaware law. The Company has obtained
directors and officers liability insurance providing coverage to its directors
and officers.
On September 12, 1991, the Board of Directors of the Company unanimously
adopted resolutions authorizing the Company to enter into an Indemnification
Agreement (the "Indemnification Agreement") with each director of the Company.
The Company has entered into an Indemnification Agreement with each director of
the Company other than its two most recently elected directors, Daniel F.
Akerson and Timothy M. Donahue.
One of the purposes of the Indemnification Agreements is to attempt to
specify the extent to which persons entitled to indemnification thereunder (the
"Indemnitees") may receive indemnification under circumstances in which
indemnity would not otherwise be provided by the DGCL. Pursuant to the
Indemnification Agreements, an Indemnitee is entitled to indemnification as
provided by Section 145 of the DGCL and to indemnification for any amount which
the Indemnitee is or becomes legally obligated to pay relating to or arising out
of any claim made against such person because of any act, failure to act or
neglect or breach of duty, including any actual or alleged error, misstatement
or misleading statement, which such person commits, suffers, permits or
acquiesces in while acting in the Indemnitee's position with the Company. The
Indemnification Agreements are in addition to and are not intended to limit any
rights of indemnification which are available under the Nextel Charter or the
Nextel By-Laws, any policy of insurance or otherwise. The Company is not
required under the Indemnification Agreements to make payments in excess of
those expressly provided for in the DGCL in connection with any claim against
the Indemnitee:
(i) which results in a final, nonappealable order directing the
Indemnitee to pay a fine or similar governmental imposition which the
Company is prohibited by applicable law from paying; or
(ii) based upon or attributable to the Indemnitee gaining in fact a
personal profit to which he was not legally entitled including, without
limitation, profits made from the purchase and sale by the Indemnitee of
equity securities of Nextel which are recoverable by the Company pursuant
to Section 16(b) of the Exchange Act and profits arising from transactions
in publicly traded securities of the Company which were effected by the
Indemnitee in violation of Section 10(b) of the Exchange Act or Rule 10b-5
promulgated thereunder.
In addition to the rights to indemnification specified therein, the
Indemnification Agreements are intended to increase the certainty of receipt by
the Indemnitee of the benefits to which he or she is entitled by providing
specific procedures relating to indemnification.
The Indemnification Agreements are also intended to provide increased
assurance of indemnification by prohibiting the Company from adopting any
amendment to the Nextel Charter or the Nextel By-Laws which would have the
effect of denying, diminishing or encumbering the Indemnitee's rights pursuant
thereto or to the DGCL or any other law as applied to any act or failure to act
occurring in whole or in part prior to the effective date of such amendment.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
4.1 - Restated Certificate of Incorporation of the Company (filed
on July 31, 1995 as Exhibits No. 4.1.1 and 4.1.2 to the Company's
Post-Effective Amendment No. 1 on Form S-8 to Registration
Statement No. 33-91716 on Form S-4 (the "Nextel S-8 Registration
Statement") and incorporated herein by reference).
4.2 - Amended and Restated By-Laws of the Company (filed on July 31,
1995 as Exhibit No. 4.2 to the Nextel S-8 Registration Statement
and incorporated herein by reference).
4.3 - Nextel Communications, Inc. Amended and Restated Incentive Equity
Plan.
5 - Opinion of Schiff Hardin and Waite.
23.1 - Consent of Schiff Hardin & Waite (included in Exhibit 5).
23.2 - Consents of Deloitte & Touche LLP.
23.3 - Consent of KPMG Peat Marwick LLP.
24 - Powers of Attorney of Directors and certain Officers of the
Company (included on pages 5-6).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the 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 end 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
; provided, however, that paragraphs (a) (1) (i) and (a) (1) (ii) do not apply
if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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
15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement 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.
(5) 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 foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the 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 Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
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 Rutherford, the State of New Jersey, on June 18,
1996.
NEXTEL COMMUNICATIONS, INC.
By: THOMAS J. SIDMAN
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Thomas J. Sidman
Vice President and General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Daniel F. Akerson, Timothy M. Donahue,
Thomas J. Sidman and Steven M. Shindler, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be do done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on June 18, 1996.
NAME TITLE
DANIEL F. AKERSON Chairman of the Board, Chief
Daniel F. Akerson Executive Officer and Director
(Principal Executive Officer)
STEVEN M. SHINDLER Senior Vice President and Chief Financial
Steven M. Shindler Officer (Principal Financial Officer)
STEVEN BAILOR Controller (Principal Accounting Officer)
Steven Bailor
BRIAN D. MCAULEY Vice Chairman of the Board and Director
Brian D. McAuley
MORGAN E. O'BRIEN Vice Chairman of the Board and Director
Morgan E. O'Brien
TIMOTHY M. DONAHUE President,Chief Operating Officer and Director
Timothy M. Donahue
KEITH BANE Director
Keith Bane
ROBERT COOPER Director
Robert Cooper
SCOT B. JARVIS Director
Scot B. Jarvis
CRAIG O. MCCAW Director
Craig O. McCaw
KEISUKE NAKASAKI Director
Keisuke Nakasaki
MASAAKI TORIMOTO Director
Masaaki Torimoto
Director
Dennis M. Weibling
<PAGE>
EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
4.1 - Restated Certificate of Incorporation of Nextel (filed onJuly 31,
1995 as Exhibits No. 4.1.1 and 4.1.2 to the Company's Post-
Effective Amendment No. 1 on Form S-8 to Registration Statement
No. 33-91716 on Form S-4 (the "Nextel S-8 Registration Statement")
and incorporated herein by reference).
4.2 - Amended and Restated By-Laws of Nextel (filed on July 31, 1995
as Exhibit 4.2 to the Nextel S-8 Registration Statement and
incorporated herein by reference).
4.3 - Nextel Communications, Inc. Amended and Restated
Incentive Equity Plan.
5 - Opinion of Schiff Hardin and Waite.
23.1 - Consent of Schiff Hardin and Waite (included in Exhibit 5).
23.2 - Consents of Deloitte & Touche LLP.
23.3 - Consent of KPMG Peat Marwick LLP.
24 - Powers of Attorney of Directors and certain Officers of the
Company (included on pages 5-6).
Exhibit 4.3
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(AS AMENDED MAY 13, 1996)
<PAGE>
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(AS AMENDED MAY 13, 1996)
TABLE OF CONTENTS
Page
1. Purpose.............................................................. 1
2. Definitions.......................................................... 1
3. Shares and Performance Units Available under the Plan................ 3
4. Option Rights........................................................ 4
5. Appreciation Rights.................................................. 5
6. Restricted Shares.................................................... 7
7. Deferred Shares...................................................... 8
8. Performance Shares and Performance Units............................. 8
9. Transferability...................................................... 10
10. Adjustments.......................................................... 10
11. Fractional Shares.................................................... 10
12. Withholding Taxes.................................................... 11
13. Participation by Employees of or Consultants to a Less-Than-80-Percent
Subsidiary......................................................... 11
14. Certain Terminations of Employment or Consulting Services,
Hardship and Approved Leaves of Absence........................... 11
15. Foreign Participants................................................. 11
16. Administration of the Plan........................................... 12
17. Amendments and Other Matters......................................... 12
<PAGE>
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(AS AMENDED MAY 13, 1996)
1. PURPOSE. The purpose of this Plan is to attract and retain
officers and other key employees of and consultants to Nextel Communications,
Inc. (the "Corporation") and its Subsidiaries and to provide such persons with
incentives and rewards for superior performance.
2. DEFINITIONS. As used in this Plan,
"APPRECIATION RIGHT" means a right granted pursuant to Section 5 of
this Plan, including a Free-Standing Appreciation Right and a Tandem
Appreciation Right.
"BASE PRICE" means the price to be used as the basis for determining
the Spread upon the exercise of a Free-Standing Appreciation Right.
"BOARD" means the Board of Directors of the Corporation.
"CODE" means the Internal Revenue Code of 1986, as amended from time
to time.
"COMMITTEE" means the committee described in Section 16(a) of this
Plan.
"COMMON SHARES" means (i) shares of the Class A Common Stock, par
value $.001 per share, of the Corporation and (ii) any security into which
Common Shares may be converted by reason of any transaction or event of the type
referred to in Section 10 of this Plan.
"DATE OF GRANT" means the date specified by the Committee on which a
grant of Option Rights, Appreciation Rights or Performance Shares or Performance
Units or a grant or sale of Restricted Shares or Deferred Shares shall become
effective, which shall not be earlier than the date on which the Committee takes
action with respect thereto.
"DEFERRAL PERIOD" means the period of time during which Deferred
Shares are subject to deferral limitations under Section 7 of this Plan.
"DEFERRED SHARES" means an award pursuant to Section 7 of this Plan
of the right to receive Common Shares at the end of a specified Deferral Period.
"FREE-STANDING APPRECIATION RIGHT" means an Appreciation Right
granted pursuant to Section 5 of this Plan that is not granted in tandem with an
option Right or similar right.
"INCENTIVE STOCK OPTION" means an Option Right that is intended to
qualify as an "incentive stock option" under Section 422 of the Code or any
successor provision thereto.
"LESS-THAN-80-PERCENT SUBSIDIARY" means a Subsidiary with respect to
which the Corporation directly or indirectly owns or controls less than 80
percent of the total combined voting or other decision-making power.
"MANAGEMENT OBJECTIVES" means the achievement or performance
objectives established pursuant to this Plan for Participants who have received
grants of Performance Shares or Performance Units or, when so determined by the
Committee, Restricted Shares.
"MARKET VALUE PER SHARE" means the fair market value of the Common
Shares as determined by the Committee from time to time.
"NONQUALIFIED OPTION" means an Option Right that is not intended to
qualify as a Tax-Qualified Option.
"OPTIONEE" means the person so designated in an agreement evidencing
an outstanding Option Right.
"OPTION PRICE" means the purchase price payable upon the exercise of
an Option Right.
"OPTION RIGHT" means the right to purchase Common Shares from the
Corporation upon the exercise of a Nonqualified Option or a Tax-Qualified option
granted pursuant to Section 4, or a Replacement Option Right granted pursuant to
Section 17(c), of this Plan.
"PARTICIPANT" means a person who is selected by the Committee to
receive benefits under this Plan and (i) is at that time an officer, including
without limitation an officer who may also be a member of the Board, or other
key employee of or a consultant to the Corporation or any Subsidiary or (ii) has
agreed to commence serving in any such capacity.
"PERFORMANCE PERIOD" means, in respect of a Performance Share or
Performance Unit, a period of time established pursuant to Section 8 of this
Plan within which the Management objectives relating thereto are to be achieved.
"PERFORMANCE SHARE" means a bookkeeping entry that records the
equivalent of one Common Share awarded pursuant to Section 8 of this Plan.
"PERFORMANCE UNIT" means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 8 of this Plan.
"REPLACEMENT OPTION RIGHT" means an Option Right granted pursuant to
Section 17(c) of this Plan in exchange for the surrender and cancellation of an
option to purchase shares of another corporation that is acquired by the
Corporation or a Subsidiary by merger or otherwise.
"RESTRICTED SHARES" means Common Shares granted or sold pursuant to
Section 6 of this Plan as to which neither the substantial risk of forfeiture
nor the restrictions on transfer referred to in Section 6 hereof has expired.
"RULE 16B-3" means Rule 16b-3, as promulgated and amended from time
to time by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, or any successor rule to the same effect.
"SPREAD" means, in the case of a Free-Standing Appreciation Right,
the amount by which the Market Value per Share on the date when the Appreciation
Right is exercised exceeds the Base Price specified therein or, in the case of a
Tandem Appreciation Right, the amount by which the Market Value per Share on the
date when the Appreciation Right is exercised exceeds the option Price specified
in the related Option Right.
"STOCK OPTION PLAN" means the Fleet Call, Inc. Stock Option Plan (as
amended and restated as of July 15, 1992).
"SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest; provided, however, for purposes
of determining whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, "Subsidiary" means any corporation in which the
Corporation owns or controls directly or indirectly more than 50 percent of the
total combined voting power represented by all classes of stock issued by such
corporation at the time of the grant.
"TANDEM APPRECIATION RIGHT" means an Appreciation Right granted
pursuant to section 5 of this Plan that is granted in tandem with an Option
Right or any similar right granted under any other plan of the Corporation.
"TAX-QUALIFIED OPTION" means an Option Right that is intended to
qualify under particular provisions of the Code, including without limitation an
Incentive Stock Option.
3. SHARES AND PERFORMANCE UNITS AVAILABLE UNDER THE PLAN. (a)(i)
Subject to adjustment as provided in Section 10 of this Plan, the number
of Common Shares covered by outstanding awards, except Replacement Option
Rights, granted under this Plan and issued or transferred upon the
exercise or payment thereof shall not in the aggregate exceed 24,000,000
Common Shares, which may be Common Shares of original issuance or Common
Shares held in treasury or a combination thereof and which include
19,019,778 Common Shares that have been reserved by the Board for issuance
or transfer under this Plan only, the 921,859 Common Shares that remained
available for issuance or transfer under the Stock Option Plan and were
not covered by stock options outstanding thereunder as of July 22, 1993,
and any of the 4,058,363 Common Shares that were covered by stock options
outstanding under the Stock Option Plan as of July 22, 1993, and have or
may become available for issuance or transfer under this Plan as a result
of the cancellation or termination of any such options prior to the
exercise thereof; provided, however, that the number of Common Shares
issued or transferred as Restricted Shares shall not in the aggregate
exceed 200,000 Common Shares, and that the number of Common Shares covered
by outstanding Option Rights granted to consultants at an Option Price per
Common Share that is less than the Market Value per Share on the Date of
Grant and issued or transferred upon the exercise thereof shall not in the
aggregate exceed 1,000,000 Common Shares, subject in each case to
adjustment as provided in Section 10 of this Plan.
(i) Subject to adjustment as provided in Section 10 of this
Plan, the number of Common Shares covered by Replacement Option Rights
granted under this Plan during any calendar year shall not in the
aggregate exceed five percent of the Common Shares outstanding on January
1 of that year.
(ii) For the purposes of this Section 3(a):
o Upon payment in cash of the benefit provided by any award
granted under this Plan, any Common Shares that were covered by that
award shall again be available for issuance or transfer hereunder.
o Common Shares covered by any award granted under this Plan
shall be deemed to have been issued or transferred, and shall cease
to be available for future issuance or transfer in respect of any
other award granted hereunder, at the earlier of the time when they
are actually issued or transferred or the time when dividends or
dividend equivalents are paid thereon; provided, however, that
Restricted Shares shall be deemed to have been issued or transferred
at the earlier of the time when they cease to be subject to a
substantial risk of forfeiture or the time when dividends are paid
thereon.
(b) The number of Performance Units that may be granted under
this Plan shall not in the aggregate exceed 500,000. Performance Units that are
granted under this Plan, but are not earned by the Participant at the end of the
Performance Period, shall be available for future grants of Performance Units
hereunder.
4. OPTION RIGHTS. The Committee may from time to time authorize
grants to Participants of options to purchase Common Shares upon such terms and
conditions as the Committee may determine in accordance with the following
provisions:
(a) Each grant shall specify the number of Common Shares to
which it pertains.
(b) Each grant shall specify an Option Price per Common Share,
which shall be equal to or greater than the Market Value per Share on the
Date of Grant; provided, however, that the Option Price per Common Share
of a Replacement Option Right, and that the Option Price per Common Share
of an Option Right granted to a consultant, may be less than the Market
Value per Share on the Date of Grant.
(c) Each grant shall specify the form of consideration to be
paid in satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check
or other cash equivalent acceptable to the Corporation, (ii)
nonforfeitable, unrestricted Common Shares, which are already owned by the
optionee and have a value at the time of exercise that is equal to the
Option Price, (iii) any other legal consideration that the Committee may
deem appropriate, including without limitation any form of consideration
authorized under Section 4(d) below, on such basis as the Committee may
determine in accordance with this Plan and (iv) any combination of the
foregoing.
(d) On or after the Date of Grant of any Nonqualified Option,
the Committee may determine that payment of the Option Price may also be
made in whole or in part in the form of Restricted Shares or other Common
Shares that are subject to risk of forfeiture or restrictions on transfer.
Unless otherwise determined by the Committee on or after the Date of
Grant, whenever any Option Price is paid in whole or in part by means of
any of the forms of consideration specified in this Section 4(d), the
Common Shares received by the Optionee upon the exercise of the
Nonqualified Option shall be subject to the same risks of forfeiture or
restrictions on transfer as those that applied to the consideration
surrendered by the optionee; provided, however, that such risks of
forfeiture and restrictions on transfer shall apply only to the same
number of Common Shares received by the optionee as applied to the
forfeitable or restricted Common Shares surrendered by the Optionee.
(e) Any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on the date of
exercise of some or all of the Common Shares to which the exercise
relates.
(f) Successive grants may be made to the same Participant
regardless of whether any Option Rights previously granted to the
Participant remain unexercised.
(g) Each grant shall specify the period or periods of
continuous employment, or continuous engagement of the consulting
services, of the Optionee by the Corporation or any Subsidiary that are
necessary before the Option Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of the
Option Rights in the event of a change in control of the Corporation or
other similar transaction or event.
(h) Option Rights granted pursuant to this Section 4 may be
Nonqualified Options or Tax-Qualified Options or combinations thereof.
(i) On or after the Date of Grant of any Nonqualified Option,
the Committee may provide for the payment to the Optionee of dividend
equivalents thereon in cash or Common Shares on a current, deferred or
contingent basis, or the Committee may provide that any dividend
equivalents shall be credited against the Option Price.
(j) No Option Right granted pursuant to this Section 4 may
be exercised more than 10 years from the Date of Grant.
(k) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Optionee and shall contain such terms and
provisions as the Committee may determine consistent with this Plan.
5. APPRECIATION RIGHTS. The Committee may also authorize grants
to Participants of Appreciation Rights. An Appreciation Right shall be a right
of the Participant to receive from the Corporation an amount, which shall be
determined by the Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the exercise of an
Appreciation Right. Any grant of Appreciation Rights under this Plan shall be
upon such terms and conditions as the Committee may determine in accordance with
the following provisions:
(a) Any grant may specify that the amount payable upon the
exercise of an Appreciation Right may be paid by the Corporation in cash,
Common Shares or any combination thereof and may (i) either grant to the
Participant or reserve to the Committee the right to elect among those
alternatives or (ii) preclude the right of the Participant to receive and
the Corporation to issue Common Shares or other equity securities in lieu
of cash; provided, however, that no form of consideration or manner of
payment that would cause Rule 16b-3 to cease to apply to this Plan shall
be permitted.
(b) Any grant may specify that the amount payable upon the
exercise of an Appreciation Right shall not exceed a maximum specified by
the Committee on the Date of Grant.
(c) Any grant may specify (i) a waiting period or periods
before Appreciation Rights shall become exercisable and (ii) permissible
dates or periods on or during which Appreciation Rights shall be
exercisable.
(d) Any grant may specify that an Appreciation Right may be
exercised only in the event of a change in control of the corporation or
other similar transaction or event.
(e) On or after the Date of Grant of any Appreciation Rights,
the Committee may provide for the payment to the Participant of dividend
equivalents thereon in cash or Common Shares on a current, deferred or
contingent basis.
(f) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Optionee and shall describe the subject
Appreciation Rights, identify any related Option Rights, state that the
Appreciation Rights are subject to all of the terms and conditions of this
Plan and contain such other terms and provisions as the Committee may
determine consistent with this Plan.
(g) Regarding Tandem Appreciation Rights only: Each grant
shall provide that a Tandem Appreciation Right may be exercised only (i)
at a time when the related Option Right (or any similar right granted
under any other plan of the Corporation) is also exercisable and the
Spread is positive and (ii) by surrender of the related Option Right (or
such other right) for cancellation.
(h) Regarding Free-Standing Appreciation Rights only:
(i) Each grant shall specify in respect of each
Free-Standing Appreciation Right a Base Price per Common Share,
which shall be equal to or greater than the Market Value per Share
on the Date of Grant;
(ii) Successive grants may be made to the same
Participant regardless of whether any Free-Standing Appreciation
Rights previously granted to the Participant remain unexercised;
(iii) Each grant shall specify the period or periods of
continuous employment, or continuous engagement of the consulting
services, of the Participant by the Corporation or any Subsidiary
that are necessary before the Free-Standing Appreciation Rights or
installments thereof shall become exercisable, and any grant may
provide for the earlier exercise of the Free-Standing Appreciation
Rights in the event of a change in control of the Corporation or
other similar transaction or event; and
(iv) No Free-Standing Appreciation Right granted under
this Plan may be exercised more than 10 years from the Date of
Grant.
6. RESTRICTED SHARES. The Committee may also authorize grants or
sales to Participants of Restricted Shares upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute an immediate transfer
of the ownership of Common Shares to the Participant in consideration of
the performance of services, entitling such Participant to dividend,
voting and other ownership rights, subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.
(b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
Participant that is less than the Market Value per Share on the Date of
Grant.
(c) Each grant or sale shall provide that the Restricted
Shares covered thereby shall be subject to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code for a period to
be determined by the Committee on the Date of Grant, and any grant or sale
may provide for the earlier termination of such period in the event of a
change in control of the Corporation or other similar transaction or
event.
(d) Each grant or sale shall provide that, during the period
for which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Shares shall be prohibited or restricted
in the manner and to the extent prescribed by the Committee on the Date of
Grant. Such restrictions may include without limitation rights of
repurchase or first refusal in the Corporation or provisions subjecting
the Restricted Shares to a continuing substantial risk of forfeiture in
the hands of any transferee.
(e) Any grant or sale may require that any or all dividends or
other distributions paid on the Restricted Shares during the period of
such restrictions be automatically sequestered and reinvested on an
immediate or deferred basis in additional Common Shares, which may be
subject to the same restrictions as the underlying award or such other
restrictions as the Committee may determine.
(f) Each grant or sale shall be evidenced by an agreement,
which shall be executed on behalf of the Corporation by any officer
thereof and delivered to and accepted by the Participant and shall contain
such terms and provisions as the Committee may determine consistent with
this Plan. Unless otherwise directed by the Committee, all certificates
representing Restricted Shares, together with a stock power that shall be
endorsed in blank by the Participant with respect to the Restricted
Shares, shall be held in custody by the Corporation until all restrictions
thereon lapse.
7. DEFERRED SHARES. The Committee may also authorize grants or
sales of Deferred Shares to Participants upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
(a) Each grant or sale shall constitute the agreement by the
Corporation to issue or transfer Common Shares to the Participant in the
future in consideration of the performance of services, subject to the
fulfillment during the Deferral Period of such conditions as the Committee
may specify.
(b) Each grant or sale may be made without additional
consideration from the Participant or in consideration of a payment by the
Participant that is less than the Market Value per Share on the Date of
Grant.
(c) Each grant or sale shall provide that the Deferred Shares
covered thereby shall be subject to a Deferral Period, which shall be
fixed by the Committee on the Date of Grant, and any grant or sale may
provide for the earlier termination of the Deferral Period in the event of
a change in control of the Corporation or other similar transaction or
event.
(d) During the Deferral Period, the Participant shall not have
any right to transfer any rights under the subject award, shall not have
any rights of ownership in the Deferred Shares and shall not have any
right to vote the Deferred Shares, but the Committee may on or after the
Date of Grant authorize the payment of dividend equivalents on the
Deferred Shares in cash or additional Common Shares on a current, deferred
or contingent basis.
(e) Each grant or sale shall be evidenced by an agreement,
which shall be executed on behalf of the Corporation by any officer
thereof and delivered to and accepted by the Participant and shall contain
such terms and provisions as the Committee may determine consistent with
this Plan.
8. PERFORMANCE SHARES AND PERFORMANCE UNITS. The Committee may
also authorize grants of Performance Shares and Performance Units, which shall
become payable to the Participant upon the achievement of specified Management
Objectives, upon such terms and conditions as the Committee may determine in
accordance with the following provisions:
(a) Each grant shall specify the number of Performance Shares
or Performance Units to which it pertains, which may be subject to
adjustment to reflect changes in compensation or other factors.
(b) The Performance Period with respect to each Performance
Share or Performance Unit shall be determined by the Committee on the Date
of Grant and may be subject to earlier termination in the event of a
change in control of the Corporation or other similar transaction or
event.
(c) Each grant shall specify the Management Objectives that
are to be achieved by the Participant, which may be described in terms of
Corporation-wide objectives or objectives that are related to the
performance of the individual Participant or the Subsidiary, division,
department or function within the Corporation or Subsidiary in which the
Participant is employed or with respect to which the Participant provides
consulting services.
(d) Each grant shall specify in respect of the specified
Management Objectives a minimum acceptable level of achievement below
which no payment will be made and shall set forth a formula for
determining the amount of any payment to be made if performance is at or
above the minimum acceptable level but falls short of full achievement of
the specified Management Objectives.
(e) Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and
any grant may specify that any such amount may be paid by the Corporation
in cash, Common Shares or any combination thereof and may either grant to
the Participant or reserve to the Committee the right to elect among those
alternatives; provided, however, that no form of consideration or manner
of payment that would cause Rule 16b-3 to cease to apply to this Plan
shall be permitted.
(f) Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by
the Committee on the Date of Grant. Any grant of Performance Units may
specify that the amount payable, or the number of Common Shares issued,
with respect thereto may not exceed maximums specified by the Committee on
the Date of Grant.
(g) On or after the Date of Grant of Performance Shares, the
Committee may provide for the payment to the Participant of dividend
equivalents thereon in cash or additional Common Shares on a current,
deferred or contingent basis.
(h) The Committee may adjust Management Objectives and the
related minimum acceptable level of achievement if, in the sole judgment
of the Committee, events or transactions have occurred after the Date of
Grant that are unrelated to the performance of the Participant and result
in distortion of the Management Objectives or the related minimum
acceptable level of achievement.
(i) Each grant shall be evidenced by an agreement, which shall
be executed on behalf of the Corporation by any officer thereof and
delivered to and accepted by the Participant and shall contain such terms
and provisions as the Committee may determine consistent with this Plan.
9. TRANSFERABILITY. (a) No Option Right or other derivative
security (as that term is used in Rule 16b-3) granted under this Plan may be
transferred by a Participant except by will or the laws of descent and
distribution. Option Rights and Appreciation Rights granted under this Plan may
not be exercised during a Participant's lifetime except by the Participant or,
in the event of the Participant's legal incapacity, by his guardian or legal
representative acting in a fiduciary capacity on behalf of the Participant under
state law and court supervision.
(a) Any grant made under this Plan may provide that all or any
part of the Common Shares that are to be issued or transferred by the
Corporation upon the exercise of Option Rights or Appreciation Rights or upon
the termination of the Deferral Period applicable to Deferred Shares or in
payment of Performance Shares or Performance Units, or are no longer subject to
the substantial risk of forfeiture and restrictions on transfer referred to in
Section 6 of this Plan, shall be subject to further restrictions upon transfer.
10. ADJUSTMENTS. The Committee may make or provide for such
adjustments in the number of Common Shares covered by outstanding Option Rights,
Appreciation Rights, Deferred Shares and Performance Shares granted hereunder,
the Option Prices per Common Share or Base Prices per Common Share applicable to
any such Option Rights and Appreciation Rights, and the kind of shares
(including shares of another issuer) covered thereby, as the Committee may in
good faith determine to be equitably required in order to prevent dilution or
expansion of the rights of Participants that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation or (b) any merger,
consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial
or complete liquidation or other distribution of assets, issuance of warrants or
other rights to purchase securities or any other corporate transaction or event
having an effect similar to any of the foregoing. In the event of any such
transaction or event, the Committee may provide in substitution for any or all
outstanding awards under this Plan such alternative consideration as it may in
good faith determine to be equitable under the circumstances and may require in
connection therewith the surrender of all awards so replaced. Moreover, the
Committee may on or after the Date of Grant provide in the agreement evidencing
any award under this Plan that the holder of the award may elect to receive an
equivalent award in respect of securities of the surviving entity of any merger,
consolidation or other transaction or event having a similar effect, or the
Committee may provide that the holder will automatically be entitled to receive
such an equivalent award. The Committee may also make or provide for such
adjustments in the numbers of Common Shares specified in Sections 3(a)(i) and
3(a)(ii) of this Plan as the Committee may in good faith determine to be
appropriate in order to reflect any transaction or event described in this
Section 10.
11. FRACTIONAL SHARES. The Corporation shall not be required to
issue any fractional Common Shares pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement thereof in cash.
12. WITHHOLDING TAXES. To the extent that the Corporation is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under this
Plan, and the amounts available to the Corporation for the withholding are
insufficient, it shall be a condition to the receipt of any such payment or the
realization of any such benefit that the Participant or such other person make
arrangements satisfactory to the Corporation for payment of the balance of any
taxes required to be withheld. At the discretion of the Committee, any such
arrangements may include relinquishment of a portion of any such payment or
benefit. The Corporation and any Participant or such other person may also make
similar arrangements with respect to the payment of any taxes with respect to
which withholding is not required.
13. PARTICIPATION BY EMPLOYEES OF OR CONSULTANTS TO A
LESS-THAN-80-PERCENT SUBSIDIARY. As a condition to the effectiveness of any
grant or award to be made hereunder to a Participant who is an employee of or a
consultant to a Less-Than-80-Percent Subsidiary, regardless of whether the
Participant is also employed by or engaged as a consultant to the Corporation or
another Subsidiary, the Committee may require the Less-Than-80-Percent
Subsidiary to agree to transfer to the Participant (as, if and when provided for
under this Plan and any applicable agreement entered into between the
Participant and the Less-Than-80-Percent Subsidiary pursuant to this Plan) the
Common Shares that would otherwise be delivered by the Corporation upon receipt
by the Less-Than-80-Percent Subsidiary of any consideration then otherwise
payable by the Participant to the Corporation. Any such award may be evidenced
by an agreement between the Participant and the Less-Than-80-Percent Subsidiary,
in lieu of the Corporation, on terms consistent with this Plan and approved by
the Committee and the Less-Than-80-Percent Subsidiary. All Common Shares so
delivered by or to a Less-Than-80-Percent Subsidiary will be treated as if they
had been delivered by or to the Corporation for purposes of Section 3 of this
Plan, and all references to the Corporation in this Plan shall be deemed to
refer to the Less-Than-80-Percent Subsidiary except with respect to the
definitions of the Board and the Committee and in other cases where the context
otherwise requires.
14. CERTAIN TERMINATIONS OF EMPLOYMENT OR CONSULTING SERVICES,
HARDSHIP AND APPROVED LEAVES OF ABSENCE CERTAIN TERMINATIONS OF EMPLOYMENT OR
CONSULTING SERVICES, HARDSHIP AND APPROVED LEAVES OF ABSENCE. Notwithstanding
any other provision of this Plan to the contrary, in the event of termination of
employment or consulting services by reason of death, disability, normal
retirement, early retirement with the consent of the Corporation, termination of
employment or consulting services to enter public service with the consent of
the Corporation or leave of absence approved by the Corporation, or in the event
of hardship or other special circumstances, of a Participant who holds an Option
Right or Appreciation Right that is not immediately and fully exercisable, any
Restricted Shares as to which the substantial risk of forfeiture or the
prohibition or restriction on transfer has not lapsed, any Deferred Shares as to
which the Deferral Period is not complete, any Performance Shares or Performance
Units that have not been fully earned, or any Common Shares that are subject to
any transfer restriction pursuant to Section 9(b) of this Plan, the Committee
may take any action that it deems to be equitable under the circumstances or in
the best interests of the Corporation, including without limitation waiving or
modifying any limitation or requirement with respect to any award under this
Plan.
15. FOREIGN PARTICIPANTS. In order to facilitate the making of any
award or combination of awards under this Plan, the Committee may provide for
such special terms for awards to Participants who are foreign nationals, or who
are employed by or engaged as consultants to the Corporation or any Subsidiary
outside of the United States of America, as the Committee may consider necessary
or appropriate to accommodate differences in local law, tax policy or custom.
Moreover, the Committee may approve such supplements to, or amendments,
restatements or alternative versions of, this Plan as it may consider necessary
or appropriate for such purposes without thereby affecting the terms of this
Plan as in effect for any other purpose; provided, however, that no such
supplements, amendments, restatements or alternative versions shall include any
provisions that are inconsistent with the terms of this Plan, as then in effect,
unless this Plan could have been amended to eliminate the inconsistency without
further approval by the stockholders of the Corporation.
16. ADMINISTRATION OF THE PLAN. (a) This Plan shall be
administered by the Compensation Committee of the Board, which shall be composed
of not less than three members of the Board, each of whom shall be a
"disinterested person" within the meaning of Rule 16b-3. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee.
(a) The interpretation and construction by the Committee of
any provision of this Plan or any agreement, notification or document evidencing
the grant of Option Rights, Appreciation Rights, Restricted Shares, Deferred
Shares, Performance Shares or Performance Units, and any determination by the
Committee pursuant to any provision of this Plan or any such agreement,
notification or document, shall be final and conclusive. No member of the
Committee shall be liable for any such action taken or determination made in
good faith.
17. AMENDMENTS AND OTHER MATTERS. (a) This Plan may be amended
from time to time by the Committee; provided, however, except as expressly
authorized by this Plan, no such amendment shall increase the numbers of Common
Shares specified in Sections 3(a)(i) and 3(a)(ii) hereof, increase the number of
Performance Units specified in Section 3(b) hereof, or otherwise cause this Plan
to cease to satisfy any applicable condition of Rule 16b-3, without the further
approval of the stockholders of the Corporation.
(a) With the concurrence of the affected Participant, the
Committee may cancel any agreement evidencing Option Rights or any other award
granted under this Plan. In the event of any such cancellation, the Committee
may authorize the granting of new Option Rights or other awards hereunder, which
may or may not cover the same number of Common Shares as had been covered by the
cancelled Option Rights or other award, at such Option Price, in such manner and
subject to such other terms, conditions and discretion as would have been
permitted under this Plan had the cancelled Option Rights or other award not
been granted.
(b) The Committee may grant under this Plan any award or
combination of awards authorized under this Plan, including without limitation
Replacement Option Rights, in exchange for the surrender and cancellation of an
award that was not granted under this Plan, including without limitation an
award that was granted by the Corporation or a Subsidiary, or by another
corporation that is acquired by the Corporation or a Subsidiary by merger or
otherwise, prior to the adoption of this Plan by the Board, and any such award
or combination of awards so granted under this Plan may or may not cover the
same number of Common Shares as had been covered by the cancelled award and
shall be subject to such other terms, conditions and discretion as would have
been permitted under this Plan had the cancelled award not been granted.
(c) This Plan shall not confer upon any Participant any right
with respect to continuance of employment or other service with the Corporation
or any Subsidiary and shall not interfere in any way with any right that the
Corporation or any Subsidiary would otherwise have to terminate any
Participant's employment or other service at any time.
(d) (i) To the extent that any provision of this Plan would prevent
any Option Right that was intended to qualify as a Tax-Qualified Option
from so qualifying, any such provision shall be null and void with respect
to any such Option Right; provided, however, that any such provision shall
remain in effect with respect to other Option Rights, and there shall be
no further effect on any provision of this Plan.
(i) Any award that may be made pursuant to an amendment to
this Plan that shall have been adopted without the approval of the
stockholders of the Corporation shall be null and void if it is
subsequently determined that such approval was required in order for this
Plan to continue to satisfy the applicable conditions of Rule 16b-3.
SCHIFF HARDIN & WAITE EXHIBIT 5
A Partnership Including Professional Corporations
7200 Sears Tower, Chicago, Illinois 60606-6473
Telephone (312) 876-1000
W. Brinkley Dickerson, Jr.
(312) 258-5633
June 19, 1996
Nextel Communications, Inc.
201 Route 17 North
Rutherford, New Jersey 07070
RE: REGISTRATION STATEMENT ON FORM S-8 COVERING SHARES ISSUABLE
UNDER AMENDED AND RESTATED INCENTIVE EQUITY PLAN
Ladies and Gentlemen:
We have acted as special counsel to Nextel Communications, Inc., a
Delaware corporation (the "Company"), in connection with the Company's filing of
a Registration Statement on Form S-8 (the "Registration Statement"), covering an
aggregate of 10,000,000 authorized but unissued shares of the Company's Class A
Common Stock, par value $.001 per share ("Class A Common Shares"), that are
issuable pursuant to the Nextel Communications, Inc. Amended and Restated
Incentive Equity Plan, as amended May 13, 1996 (the "Plan").
We have made such investigation and have examined such documents,
records and matters of law as we have deemed necessary for the purposes of this
opinion, and based thereon, we are of the opinion that the Class A Common Shares
that may be issued under the Plan are duly authorized and will be validly
issued, fully paid and nonassessable when issued in accordance with the Plan,
provided that the consideration received is at least equal to the par value of
the Class A Common Shares.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
SCHIFF HARDIN & WAITE
By W. BRINKLEY DICKERSON, JR.
--------------------------
W. Brinkley Dickerson, Jr.
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Nextel Communications, Inc., on Form S-8, of our report dated March 25, 1996,
appearing in the Form 10-K of Nextel Communications, Inc. for the year ended
December 31, 1995, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
June 14, 1996
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Nextel Communications, Inc., on Form S-8, of our report dated March 20, 1996,
relating to the consolidated financial statements of Dial Page, Inc., which is
part of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
June 14, 1996
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dial Page, Inc.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Nextel Communications, Inc. Amended and Restated Incentive Equity
Plan of our report dated February 17, 1995, with respect to the consolidated
balance sheets of Dial Page, Inc. and subsidiaries as of December 31, 1993 and
1994, and the related consolidated statements of operations,
stockholders'/partners' equity (deficit) and cash flows for each of the years in
the three-year period ended December 31, 1994, which report appears in the Form
8-K of Nextel Communications, Inc. dated February 6, 1996 and filed on February
7, 1996, as amended by Form 8-K/A filed on April 26, 1996.
KMPG PEAT MARWICK LLP
Greenville, South Carolina KPMG Peat Marwick LLP
June 14, 1996
