SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 22, 1996
NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19656 36-3939651
State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification No.)
1505 FARM CREDIT DRIVE, SUITE 100, McLEAN, VIRGINIA 22102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 394-3000
(Former name or former address, if changed since last report)
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Item 5. Other Events. Attached hereto as Exhibit 99.1 is an Amendment to
Registration Agreement which amends that certain
Registration Agreement dated as of August 23, 1996
filed as Exhibit 4.33 to the registrant's Form S-3
Registration Statement (File No. 333-11733).
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
The following exhibit is filed herewith:
Exhibit No. Description
Exhibit 99.1 Amendment to Registration Agreement dated as
of November 22, 1996 by and among Nextel
Communications, Inc., Grupo Communicaciones
San Luis. S.A. de C.V. and each of the
persons listed in Schedule 1 thereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: November 22, 1996 By:/s/Thomas J. Sidman
Thomas J. Sidman
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Exhibit Description
99.1 Amendment to Registration Agreement dated as of November
22, 1996 by and among Nextel Communications, Inc., Grupo
Communicaciones San Luis. S.A. de C.V. and each of the
persons listed in Schedule 1 thereto.
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Exhibit 99.1
AMENDMENT TO REGISTRATION AGREEMENT
THIS AMENDMENT AGREEMENT (this "Amendment") is entered into as
of November 22, 1996 to the Registration Agreement, dated as of August 23, 1996
(the "Registration Agreement") by and among Nextel Communications, Inc., a
Delaware corporation ("Nextel"), Grupo Comunicaciones San Luis. S.A. de C.V., a
Mexican corporation ("Grupo") and each of the persons listed in Schedule 1 (the
"Sellers").
For good and valuable consideration, the receipt of which is
hereby acknowledged by the parties, the parties agree as follows:
1. Definitions. Capitalized terms that are used
but not otherwise defined have the meanings given to such terms in the
Registration Agreement.
2. Amendment to definition of "Registration Period".
Section 2.3(a)(i) of the Registration Agreement is hereby amended and restated
in its entirety to read as follows:
"(i) subject to Section 2.3(b) below, keep the Registration
Statement, effective for the lesser of (A)(1) in respect
of the First Tranche of Registrable Securities, a period
of 60 days after the First Seller Share Exchange or (2) in
respect of the Second Tranche of Registrable Securities, a
period of 30 days after the Second Seller Share Exchange
(plus in the case of each of (1) and (2) any number of days
that the holders of Registrable Securities are unable to
use a prospectus pursuant to Section 2.3(b) below except if
such inability arises from a change in the proposed plan of
distribution by holders of Registrable Securities as
contemplated by Section 2.5, it being understood that this
Amendment does not constitute such a change in the proposed
plan of distribution) or (B) a period until each such
holder shall have completed the distributin described in
the Registration Statement (the lesser of (A) and (B) being
herein referred to as the "Registration Period") (it being
understood that if Nextel uses the same Registration
Statement for purposes of Section 2.1(b) as used in Section
2.1(a), the periods referred to above shall with respect
to the Second Tranche of Registrable Securities refer to
periods after the Second Seller Share Exchange);".
3. Miscellaneous.
(a) Law Governing. This Amendment shall be construed and
enforced in accordance with and shall be governed by the laws of the State of
New York applicable to contracts executed in and to be fully performed in that
state.
(b) Counterparts. This Amendment may be executed in any
number of counterparts, each of which when so executed and delivered shall
constitute an original and all together shall constitute one Agreement.
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(c) Headings. The headings in this Amendment are for purposes
of reference only and shall not be considered in construing this Amendment.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date and year first above written.
NEXTEL COMMUNICATIONS, INC.
By:/s/Thomas J. Sidman
Name: Thomas J. Sidman
Title: Vice President
GRUPO COMUNICACIONES SAN LUIS, S.A. de C.V.
By:/s/Miguel Fernando Valladares Garcia
Name: Miguel Fernando Valladares Garcia
Title:
/s/Miguel Fernando Valladares Garcia
Miguel Fernando Valladares Garcia
/s/Carlos Guerrero Gonzales
Carlos Guerrero Gonzalez
/s/Rosa Maria Garcia de Valladares
Rosa Maria Garcia de Valladares
/s/Rosa Maria Valladares Garcia
Rosa Maria Valladares Garcia
/s/Juan Carlos Valladares Garcia
Juan Carlos Valladares Garcia
/s/Josefina Valladares de Muriel
Josefina Valladares de Muriel
/s/Rosario Valladares de Gavino
Rosario Valladares de Gavino
/s/Pablo Valladares Garcia
Pablo Valladares Garcia
/s/Benigno Perez Lizaur
Benigno Perez Lizaur
/s/Mauricio Meade Laing
Mauricio Meade Laing
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SCHEDULE 1
(the Sellers)
Miguel Fernando Valladares Garcia
Carlos Guerrero Gonzalez
Rosa Maria Garcia de Valladares
Rosa Maria Valladares Garcia
Juan Carlos Valladares Garcia
Josefina Valladares de Muriel
Rosario Valladares de Gavino
Pablo Valladares Garcia
Benigno Perez Lizaur
Mauricio Meade Laing
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