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Registration No. 333-26369
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3439651
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1505 FARM CREDIT DRIVE
MCLEAN, VIRGINIA 22102
(Address of principal executive offices, including zip code)
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
AND
NONQUALIFIED STOCK OPTION AGREEMENTS
FOR NON-EMPLOYEE DIRECTORS OF
PITTENCRIEFF COMMUNICATIONS, INC.
(Full titles of the plans)
THOMAS J. SIDMAN
VICE PRESIDENT AND GENERAL COUNSEL
1505 FARM CREDIT DRIVE
MCLEAN, VIRGINIA 22102
(Name and address of agent for service)
(703) 394-3000
(Telephone number, including area code, of agent for service)
================================================================================
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EXPLANATORY NOTE
Nextel Communications, Inc., a Delaware corporation ("Nextel"), hereby amends
this Registration Statement for purposes of registering on Form S-8 200,355
shares of its Class A Common Stock, par value $.001 per share ("Nextel
Shares"), which have previously been registered under this Registration
Statement on Form S-4. 186,925 of the Nextel Shares covered by this
Post-Effective Amendment on Form S-8 are issuable upon the exercise of
Replacement Option Rights granted under the Nextel Communications, Inc. Amended
and Restated Incentive Equity Plan in exchange for options to purchase shares
of the Common Stock, par value $.01 per share, of Pittencrieff Communications,
Inc., a Delaware corporation ("Pittencrieff"), pursuant to the Amended and
Restated Agreement of Merger and Plan of Reorganization dated as of December 3,
1996 (the "Agreement"), by and between Nextel, Nextel Finance Company, a
Delaware corporation and wholly-owned subsidiary of Nextel ("NFC"), DCI Merger
Inc., a Delaware corporation and wholly-owned subsidiary of NFC, and
Pittencrieff, and 13,430 of the Nextel Shares covered by this Post-Effective
Amendment on Form S-8 are issuable upon the exercise of option rights evidenced
by the Nonqualified Stock Option Agreements for Non-Employee Directors of
Pittencrieff Communications, Inc. that were assumed by Nextel pursuant to the
Agreement.
(i)
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference:
(a) The Annual Report of Nextel Communications, Inc., a Delaware corporation
(the "Registrant"), on Form 10-K for the year ended December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31 and June 30, 1997;
(c) The Registrant's Current Reports on Form 8-K (i) dated and filed with
the Securities and Exchange Commission (the "Commission") on January 21,
1997, (ii) dated and filed with the Commission on February 7, 1997,
(iii) dated and filed with the Commission on March 18, 1997, (iv) dated
and filed with the Commission on April 15, 1997, (v) dated June 2, 1997,
and filed with the Commission on June 3, 1997, (vi) dated and filed with
the Commission on June 17, 1997, (vii) dated and filed with the
Commission on July 9, 1997, (viii) dated and filed with the Commission
on July 16, 1997, (ix) dated July 21, 1997, and filed with the
Commission on July 22, 1997, (x) dated and filed with the Commission on
September 5, 1997, (xi) dated and filed with the Commission on September
9, 1997, (xii) dated and filed with the Commission on September 22,
1997, and (xiii) dated and filed with the Commission on October 23,
1997;
(d) The description of the Registrant's Class A Common Stock, par value
$.001 per share, contained in the Registrant'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; and
(e) All documents that shall be filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
of this Post-Effective Amendment and prior to the filing of a
post-effective amendment indicating that all securities offered under
the Nextel Communications, Inc. Amended and Restated Incentive Equity
Plan and the Nonqualified Stock Option Agreements for Non-Employee
Directors of Pittencrieff Communications, Inc. have been sold or
deregistering all securities then remaining unsold thereunder.
All documents incorporated by reference pursuant to subparagraph (e) of this
Item 3 shall be deemed to be a part hereof from the date of filing thereof.
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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 Registrant's
Restated Certificate of Incorporation, as amended (the "Certificate"), 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 Certificate
and the DGCL.
ELIMINATION OF LIABILITY IN CERTAIN CIRCUMSTANCES
The Certificate provides that, to the fullest extent provided by law, a
director will not be personally liable for monetary damages to the Registrant
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 the corporation or its
stockholders, (ii) for acts or omissions not in good faith or involving
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 the Certificate 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, the Certificate 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.
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 of specified civil, criminal,
administrative and investigative actions, suits or proceedings (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.
The Certificate and the Registrant's Amended and Restated By-laws (the
"By-laws") provide to directors and officers indemnification to the fullest
extent provided by law, thereby affording the directors and officers of the
Company the protections available to directors and officers of Delaware
corporations. The By-laws provide that expenses incurred by a person in
defending a
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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 is
ultimately determined that he or she is not entitled to be indemnified by the
Registrant, as authorized by relevant Delaware law. The Registrant has
obtained directors and officers liability insurance providing coverage to its
directors and officers.
In addition, the Registrant has entered into indemnification agreements (the
"Indemnification Agreements") with each of its directors. 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 that the Indemnitee is or becomes
legally obligated to pay relating to or arising out of any claim made against
the Indemnitee because of any act, failure to act or neglect or breach of duty,
including any actual or alleged error, misstatement or misleading statement,
that he or she commits, suffers, permits or acquiesces in while acting in his
or her position or positions with the Registrant. The Indemnification
Agreements are in addition to and are not intended to limit any rights of
indemnification that are available under the Certificate or the By-laws or any
policy of insurance or otherwise. The Registrant 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) that results in a final, nonappealable order directing the Indemnitee
to pay a fine or similar governmental imposition that the Registrant is
prohibited by applicable law from paying; or
(ii) based upon or attributable to the Indemnitee gaining a personal
profit to which he or she was not legally entitled, including but not
limited to profits made from the purchase and sale by the Indemnitee of
equity securities of the Registrant that are recoverable by the Registrant
pursuant to Section 16(b) of the Exchange Act and profits arising from
transactions in publicly-traded securities of the Registrant that 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 of 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 Registrant from adopting any amendment to the Certificate or
the By-laws that would have the effect of denying, diminishing or encumbering
the Indemnitee's rights pursuant thereto or pursuant 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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibits 4.1.1 and 4.1.2 to Post-Effective Amendment No. 1 on Form S-8
to Registration Statement No. 33-91716 on Form S-4 and incorporated
herein by reference)
4.2 Amended and Restated By-laws of the Registrant (filed as Exhibit 4.2 to
Post-Effective Amendment No. 1 on Form S-8 to Registration Statement No.
33-91716 on Form S-4 and incorporated herein by reference)
4.3 Nextel Communications, Inc. Amended and Restated Incentive Equity Plan
(filed as Exhibit 4.3 to Registration Statement No. 333-06521 on Form
S-8 and incorporated herein by reference)
4.4 Form of Nonqualified Stock Option Agreement for Non-Employee Directors
of Pittencrieff Communications, Inc.
5 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24 Powers of Attorney (previously filed as Exhibits 24.1 and 24.2 to the
Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The 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 of 1933 (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; (iii) to include any
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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 or Form S-8, 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.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (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.
(c) 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.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
McLean, State of Virginia, on this 11th day of November 1997.
NEXTEL COMMUNICATIONS, INC.
By: /S/THOMAS J. SIDMAN
--------------------
Thomas J. Sidman
Vice President and General Counsel
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Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
*DANIEL F. AKERSON Chairman of the Board, November 11, 1997
------------------------------ Chief Executive Officer
Daniel F. Akerson (Principal Executive
Officer) and Director
*STEVEN M. SHINDLER Vice President and November 11, 1996
------------------------------ Chief Financial Officer
Steven M. Shindler (Principal Financial
Officer)
*WILLIAM G. ARENDT Controller (Principal November 11, 1997
------------------------------ Accounting Officer)
William G. Arendt
*MORGAN E. O'BRIEN Vice Chairman of the Board November 11, 1997
------------------------------------ and Director
Morgan E. O'Brien
*TIMOTHY M. DONAHUE President, Chief Operating November 11, 1997
------------------------------ Officer and Director
Timothy M. Donahue
*KEITH J. BANE Director November 11, 1997
------------------------------
Keith J. Bane
*WILLIAM E. CONWAY, JR. Director November 11, 1997
----------------------
William E. Conway, Jr.
Director
- --------------------------------
Frank M. Drendel
*CRAIG O. MCCAW Director November 11, 1997
-------------------------------
Craig O. McCaw
*KEISUKE NAKASAKI Director November 11, 1997
-------------------------------
Keisuke Nakasaki
*MASAAKI TORIMOTO Director November 11, 1997
------------------------------
Masaaki Torimoto
</TABLE>
7
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* This Post-Effective Amendment No. 1 to the Registration Statement has
been signed on behalf of the above-named directors and officers of the
Registrant by Thomas J. Sidman, Vice President and General Counsel of
the Registrant, as attorney-in-fact pursuant to powers of attorney
filed with the Commission as Exhibits 24.1 and 24.2 to the
Registration Statement.
Dated: November 11, 1997 By: /S/ THOMAS J. SIDMAN
-----------------------------------
Thomas J. Sidman, Attorney-in-Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE NUMBER IN
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED COPY
------ ----------- -------------
<S> <C> <C>
4.1 Restated Certificate of Incorporation Not Applicable
of the Registrant (filed as Exhibits
4.1.1 and 4.1.2 to Post-Effective
Amendment No. 1 on Form S-8 to
Registration Statement No. 33-91716 on
Form S-4 and incorporated herein by
reference)
4.2 Amended and Restated By-laws of the Not Applicable
Registrant (filed as Exhibit 4.2 to
Post-Effective Amendment No. 1 on
Form S-8 to Registration Statement
No. 33-91716 on Form S-4 and
incorporated herein by reference)
4.3 Nextel Communications, Inc. Amended and Not Applicable
Restated Incentive Equity Plan (filed
as Exhibit 4.3 to Registration
Statement No. 333-06521 on Form S-8 and
incorporated herein by reference)
4.4 Form of Nonqualified Stock Option Not Applicable
Agreement for Non-Employee Directors of
Pittencrieff Communications, Inc.
5 Opinion of Jones, Day, Reavis & Pogue Not Applicable
23.1 Consent of Jones, Day, Reavis & Pogue Not Applicable
(included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP Not Applicable
</TABLE>
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<TABLE>
<S> <C> <C>
24 Powers of Attorney (previously filed as Not Applicable
Exhibits 24.1 and 24.2 to the
Registration Statement)
</TABLE>
10
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EXHIBIT 4.4
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS OF
PITTENCRIEFF COMMUNICATIONS, INC.
1. Grant of Option. Pursuant to the Pittencrieff Communications, Inc. [1994]
[1996] Non-Employee Director Stock Option Plan (the "Plan") for non-employee
directors of Pittencrieff Communications, Inc. (the "Company"), the Company
grants to
__________________________________________
(the "Option Holder")
a nonqualified option to purchase from the Company a total of ________ shares
of Common Stock, $.01 par value, of the Company at $____________ per share
(being the closing price per share of the Common Stock on the date of this
grant), in the amounts, during the periods and upon the terms and conditions
set forth in this Agreement. This option is not intended to constitute an
incentive stock option within the meaning of I.R.C. Section 422.
2. Time of Exercise. Except only as specifically provided elsewhere in this
Agreement, this option is exercisable in the following cumulative installments:
First installment. Up to 25% of the total optioned shares at any time after
one year from the date of grant.
Second installment. Up to an additional 25% of the total optioned shares at
any time after two years from the date of grant.
Third installment. Up to an additional 25% of the total optioned shares at
any time after three years from the date of grant.
Fourth installment. Up to an additional 25% of the total optioned shares at
any time after four years from the date of grant.
<PAGE> 2
If an installment covers a fractional share, such installment will be rounded
off to the next highest share, except the final installment, which will be for
the balance of the total optioned shares. In the event of the Option Holder's
termination of service as a non-employee director for whatever cause, this
option will be exercisable only to the extent that the Option Holder could have
exercised it on the date of his termination of service as a non-employee
director.
3. Exercise of Option. The exercise of this option shall entitle the Option
Holder to purchase shares of Common Stock of the Company.
4. Subject to Plan. This option and the grant and exercise thereof are subject
to the terms and conditions of the Plan, which is incorporated herein by
reference and made a part hereof, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. In addition,
this option is subject to any rules and regulations promulgated pursuant to the
Plan, now or hereafter in effect.
5. Term. This option will terminate at the first of the following:
(a) 5 p.m. on _________________________, 19__.
(b) 5 p.m. on the date six months following the date of the Option Holder's
death.
(c) 5 p.m. on the date the Option Holder's service as a non-employee director
with the Company terminates for reasons of dishonesty, whether in the
course of his service as a non-employee director or otherwise, or for
assisting a competitor without permission, or for interfering with the
Company's relationship with a customer, or for any similar action
(hereinafter collectively referred to as "disloyalty").
(d) 5 p.m. on the date three months following the date the Option Holder's
service as a non-employee director with the Company terminates for a
reason other than death or disloyalty.
6. Who May Exercise. During the lifetime of the Option Holder, this option
may be exercised only by the Option Holder. If the Option Holder dies prior
to the termination date
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specified in Section 5 hereof without having exercised this option as to all of
the shares covered hereby, this option may be exercised to the extent the
Option Holder could have exercised this option on the date of his death at any
time prior to the earlier of the dates specified in Section 5(a) and (b) hereof
by the Option Holder's estate or a person who acquired the right to exercise
the option by bequest or inheritance or by reason of the death of the Option
Holder, subject to the other terms of this Agreement, the Plan and applicable
laws, rules and regulations.
7. Restrictions on Exercise. This option:
(a) may be exercised only with respect to full shares and no fractional share
of stock shall be issued;
(b) to furnish or execute such documents as the Company in its discretion
shall deem necessary (i) to evidence such exercise, in whole or in part,
of the option evidenced by this Agreement, (ii) to determine whether
registration is then required under the Securities Act of 1933, or any
other law, as then in effect, and (iii) to comply with or satisfy the
requirements of the Securities Act of 1933, or any other law, as then in
effect.
The Company must receive full payment in United States dollars of the option
exercise price within five business days after the date the Company receives
the Notice, unless the Committee extends the time of payment. In addition, the
Option Holder shall tender payment of the amount as may be requested pursuant
to Section 15 hereof by the Company for the purpose of satisfying its liability
to withhold federal, state, or local income or other taxes incurred by reason
of the exercise of the option.
9. Non-Assignability. This option is not assignable or transferable by the
Option Holder except by will or by the laws of descent and distribution.
10. Rights of Shareholder. The Option Holder will have no rights as a
shareholder with respect to any shares covered by this option until the
issuance of a certificate or certificates to the
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Option Holder for the shares. Upon exercise of this option the Option Holder
shall have the same rights with respect to the shares of Common Stock he
purchases by such exercise as any other shareholder of Common Stock of the
Company. Except as otherwise provided in Section 11 hereof, no adjustment
shall be made for dividends or other rights for which the record date is prior
to the issuance of such certificate or certificates.
11. Capital Adjustments; Antidilution. The number of shares of Common Stock
covered by this option, and the option price thereof, shall be subject to such
adjustment as the Board of Directors of the Committee deems appropriate to
reflect any stock dividend, stock split, share combination, exchange of shares,
recapitalization, merger, consolidation, separation, reorganization,
liquidation, or the like, of or by the Company.
In the event the Company shall be a party to any merger, consolidation, or
corporate reorganization, as the result of which the Company shall be the
surviving corporation, the rights and duties of the Option Holder and the
Company shall not be affected in any manner. In the event the Company shall
sell all or substantially all of its assets or shall be a party to any merger,
consolidation, or corporate reorganization, as the result of which the Company
shall not be the surviving corporation, or in the event any other person or
entity may make a tender or exchange offer for stock of the Company whereby
such other person or entity would own more than 30% of the outstanding Common
Stock of the Company (the surviving corporation, purchaser, or tendering
corporation being collectively referred to as the "purchaser", and the
transaction being collectively referred to as the "transaction"), then the
Company (a) may, at its election, reach an agreement with the purchaser that
the purchaser will assume the obligations of the Company under the option
evidenced by this Agreement; (b) may, at its election, reach an agreement with
the purchaser that the purchaser will
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convert the option evidenced by this Agreement into an option of at least equal
value as to stock of the purchaser; or (c) shall, if agreements referred to in
clauses (a) or (b) above are not reached, not later than twenty days prior to
the effective date of such transaction, notify the Option Holder that his
option evidenced by this Agreement is accelerated and afford to the Option
Holder a right for ten days after the date of such notice to exercise any then
unexercised portion of the option evidenced by this Agreement whether or not
such option shall then be exercisable under the terms of this Agreement.
Within such ten-day period, the Option Holder may exercise any portion of the
option as he may desire and deposit with the Company the requisite cash to
purchase in full and not in installments the Common Stock thereby exercised in
which case the Company shall, prior to the effective date of the transaction,
issue all Common Stock thus exercised, which shall be treated as issued stock
for purposes of the transaction.
12. Law Governing. This Agreement is intended to be performed in the State of
Texas and shall be construed and enforced in accordance with and governed by
the laws of such State.
13. Date of Grant. The date of grant of this option is ___________________,
19__.
14. Shareholder Approval. This option is subject to the approval of the Plan,
prior to June 1, 1995, by the shareholders of the Company. Subject to such
approval, this option is effective on the date of grant specified in Section 13
hereof. If the Plan is not so approved, this option will be of no effect. No
portion of this option may be exercised prior to such approval.
15. Withholding. It shall be a condition to the obligation of the Company to
issue or transfer shares of stock upon exercise of this option that the Option
Holder pay to the Company, upon its demand, such amount as may be requested by
the Company for the purpose of satisfying its liability to withhold federal,
state, or local income or other taxes incurred by reason of the exercise
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of this option. If the amount requested is not paid, the Company may refuse to
issue or transfer shares of stock upon exercise of this option. IN WITNESS
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Option Holder, to evidence his consent and
approval of all the terms hereof, has duly executed this Agreement, as of the
date specified in Section 13 hereof.
PITTENCRIEFF COMMUNICATIONS, INC.
By:___________________________________________________
Name:_________________________________________________
Title:________________________________________________
______________________________________________________
_______________________________________, Option Holder
6
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EXHIBIT 5
[JONES DAY LETTERHEAD]
November 12, 1997
Nextel Communications, Inc.
1505 Farm Credit Drive
McLean, Virginia 22102
Re: Post-Effective Amendment No. 1 on Form S-8 to
Registration Statement No. 333-26369 on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Nextel Communications, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing of a
Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment") to
the Company's Registration Statement No. 333-26369 on Form S-4, as declared
effective by the Securities and Exchange Commission on August 7, 1997 (the
"Registration Statement"). The Post-Effective Amendment covers an aggregate of
200,355 authorized but unissued shares of the Company's Class A Common Stock,
par value $.001 per share ("Class A Common Shares") that (i) are issuable
pursuant to (a) the Nextel Communications, Inc. Amended and Restated Incentive
Equity Plan, as amended May 13, 1996 (the "Plan"), upon the exercise of
Replacement Option Rights (as defined in the Plan) granted thereunder pursuant
to the Amended and Restated Agreement of Merger and Plan of Reorganization
dated as of December 3, 1996 (the "Agreement"), by and between the Company,
Nextel Finance Company, a Delaware corporation and wholly-owned subsidiary of
the Company ("NFC"), DCI Merger Inc., a Delaware corporation and wholly-owned
subsidiary of NFC, and Pittencrieff Communications, Inc., a Delaware
corporation, and (b) the Nonqualified Stock Option Agreements for Non-Employee
Directors of Pittencrieff Communications, Inc. (the "Non-Employee Director
Agreements"), and (ii) have been registered under the Registration Statement.
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 and sold pursuant to the Plan upon the exercise of Replacement
Option Rights granted thereunder pursuant to the Agreement, and the Class A
Common Shares that may be issued and sold pursuant to the Non-Employee Director
Agreements, will be duly authorized, validly issued, fully paid and
nonassessable when issued and sold in accordance with the Plan or the
Non-Employee Director Agreements, as the case may be, assuming that there are
sufficient authorized Class A Common Shares available at the time of any such
issuance and sale.
<PAGE> 2
Nextel Communications, Inc.
November 12, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 5 to the
Post-Effective Amendment.
Very truly yours,
Jones, Day, Reavis & Pogue
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to Registration Statement No. 333-26369 of Nextel
Communications, Inc. on Form S-4 of our report dated March 20, 1997, except for
Note 13, as to which the date is March 27, 1997, appearing in the Annual Report
on Form 10-K of Nextel Communications, Inc. for the year ended December 31,
1996.
DELOITTE & TOUCHE LLP
McLean, Virginia
November 12, 1997
