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As filed with the Securities and Exchange Commission on May 22, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
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)
1505 Farm Credit Drive, McLean, Virginia 22102
(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.
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------- ----------------- ------------------- ---------------------- --------------------------
Proposed Maximum Proposed
Amount Offering Price Maximum Amount of
Title of Securities To be Per Unit(2) Aggregate Registration
to be Registered Registered(1) Offering Price(2) Fee
- --------------------------------- ----------------- ------------------- ---------------------- --------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, par value
$0.001 per share 21,020,911 $24.69 $519,006,293 $153,106.86
(1) Such additional indeterminable number of shares as may be required pursuant to the antidilution provisions
of the Nextel Communications, Inc. Amended and Restated Incentive Equity Plan is 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 high and low sales prices of the Class A Common Stock on the Nasdaq Stock Market on May 21,
1998.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by Nextel Communications,
Inc. (the "Company" or "Nextel") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(i) Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed with the Commission on March 30, 1998;
(ii Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed with the Commission on May 13, 1998;
(iii) Current Reports on Form 8-K: (a) dated and filed with the
Commission on February 2, 1998, (b) dated and filed with the
Commission on February 9, 1998, and (c) dated and filed with
the Commission on February 12, 1998; and
(iv) 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, as amended (the "Exchange Act"), and any
amendments and reports filed for the purpose of updating that
description.
All documents filed by Nextel 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 Company's Amended and Restated Incentive
Equity Plan (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 Nextel (the "Nextel Charter")
the Amended and Restated By-laws of Nextel (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 Nextel 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 Nextel
only if they are directors of Nextel and are acting in their capacity as
directors, and does not apply to officers of Nextel who are not directors.
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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
Nextel 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 Nextel as authorized by relevant
Delaware law. Nextel has obtained directors and officers liability
insurance providing coverage to its directors and officers.
On September 12, 1991, the Board of Directors of Nextel unanimously
adopted resolutions authorizing Nextel to enter into an Indemnification
Agreement (the "Indemnification Agreement") with each director of Nextel, and
Nextel has entered into an Indemnification Agreement with each director.
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 Nextel. 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. Nextel 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 Nextel 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 Nextel pursuant
to Section 16(b) of the Exchange Act and profits arising from transactions
in publicly traded securities of Nextel 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 also are intended to provide increased
assurance of indemnification by prohibiting Nextel 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.
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Item 8. Exhibits.
Exhibit
Number Description of Exhibits
4.1 - Restated Certificate of Incorporation of the Company
(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 Company (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 (as amended and restated as of March 24, 1998).
5 - Opinion of Jones, Day, Reavis and Pogue.
23.1 - Consent of Jones, Day, Reavis and Pogue (included in Exhibit 5).
23.2 - Consent of Deloitte & Touche llp.
Item 9. Undertakings.
(a) 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 (1) (i) and (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 with or furnished to the Commission 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities and Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
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Exchange Act of 1934) that is incorporated by reference in the 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
Pursuant to the requirements of the Securities Act, Nextel 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 McLean, Commonwealth of Virginia, on the 21st day of May, 1998.
NEXTEL COMMUNICATIONS, INC.
By: /s/ THOMAS J. SIDMAN
Thomas J. Sidman
Vice President and General Counsel
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
Name Title Date
/s/ DANIEL F. AKERSON Chairman of the Board, Chief May 21, 1998
Daniel F. Akerson Executive Officer and Director
(Principal Executive Officer)
/s/ STEVEN M. SHINDLER Vice President and Chief Financial May 21, 1998
Steven M. Shindler Officer (Principal Financial Officer)
/s/ WILLIAM G. ARENDT Vice President and Controller May 21,1998
William G. Arendt (Principal Accounting Officer)
/s/ MORGAN E. O'BRIEN Vice Chairman of the Board and Director May 21, 1998
Morgan E. O'Brien
/s/ TIMOTHY M. DONAHUE President, Chief Operating Officer and Director May 21, 1998
Timothy M. Donahue
Director
Keith J. Bane
/s/ CRAIG O. MCCAW Director May 21, 1998
Craig O. McCaw
/s/ KEISUKE NAKASAKI Director May 21, 1998
Keisuke Nakasaki
/s/ MASAAKI TORIMOTO Director May 21, 1998
Masaaki Torimoto
/s/ DENNIS M. WEIBLING Director May 21, 1998
Dennis M. Weibling
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/s/ WILLIAM E. CONWAY, JR. Director May 21, 1998
William E. Conway, Jr.
/s/ FRANK M. DRENDEL Director May 21, 1998
Frank M. Drendel
</TABLE>
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EXHIBITS
Exhibit
Number Description of Exhibits
4.1 - Restated Certificate of Incorporation of the Company
(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 Company (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 Restated Incentive
Equity Plan (as amended and restated as of March 24, 1998).
5 - Opinion of Jones, Day, Reavis and Pogue.
23.1 - Consent of Jones, Day, Reavis and Pogue (included in Exhibit
5).
23.2 - Consent of Deloitte & Touche LLP.
EXHIBIT 4.3
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(as amended and restated as of March 24, 1998)
<PAGE>
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(as amended and restated as of March 24, 1998)
Table of Contents
1. Purpose.............................................................1
2. Definitions.........................................................1
3. Shares and Performance Units Available under the Plan...............4
4. Option Rights.......................................................5
5. Appreciation Rights.................................................7
6. Restricted Shares...................................................8
7. Deferred Shares.....................................................9
8. Performance Shares and Performance Units...........................10
9. Transferability....................................................11
10. Adjustments........................................................12
11. Fractional Shares..................................................12
12. Withholding Taxes..................................................12
13. Participation by Employees of or Consultants to
a Less-Than-Eighty-Percent Subsidiary..............................13
14. Certain Terminations of Employment, Hardship and Approved
Leaves of Absence..................................................13
15. Foreign Participants...............................................13
16. Administration of the Plan.........................................14
17. Amendments and Other Matters.......................................14
<PAGE>
NEXTEL COMMUNICATIONS, INC.
AMENDED AND RESTATED INCENTIVE EQUITY PLAN
(as amended and restated as of March 24, 1998)
1. Purpose. The purpose of this Plan is to attract and retain
directors and 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. (a) 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 and, to the
extent of any delegation by the Board to a committee of the Board (or a
subcommittee thereof) pursuant to Section 16(a), such committee (or
subcommittee).
"Code" means the Internal Revenue Code of 1986, as amended from time
to time.
"Commission" means the United States Securities and Exchange
Commission.
"Common Shares" means (i) shares of the Class A Common Stock, par
value $0.001 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 Board 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
Board 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.
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"Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time.
"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.
"Immediate Family" has the meaning ascribed thereto in Rule 16a-1(e),
as promulgated and amended from time to time by the Commission under the
Exchange Act, or any successor rule to the same effect.
"Incentive Stock Option" means an Option Right that is intended to
quality as an "incentive stock option" under Section 422 of the Code or any
successor provision thereto.
"Less-Than-Eighty-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
Board, Restricted Shares.
"Market Value per Share" means the fair market value of the Common
Shares as determined by the Board from time to time.
"Nonaffiliate Director" means a person who (i) is serving (or who has
been elected or appointed and has agreed to serve) as a member of the Board,
(ii) is not an officer or employee of the Corporation or any Subsidiary or a
beneficial owner of 10 percent or more of the outstanding Common Shares and
(iii)was not elected or appointed as a member of the Board pursuant to or in
connection with any contractual or other commitment on the part of the
Corporation to cause such person to be elected or appointed, or to nominate or
otherwise advance such person for election or appointment, as a member of the
Board.
"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.
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"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 Board to receive
benefits under this Plan and (i) is at that time a Nonaffiliate Director or an
officer (including but not limited to 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 as an officer or other key
employee of or as a consultant to the Corporation or any Subsidiary.
"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 Commission under the Exchange Act, 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).
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"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
the purpose of determining whether any person may be a Participant for the
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 but not limited to
an Incentive Stock Option.
(b) As used in this Plan, the term "employment" shall be deemed
to refer to service as a member of the Board or as a consultant, as well as to
a traditional employment relationship, as the case may be.
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 45,000,000 Common
Shares, which may be Common Shares of original issuance or Common Shares
held in treasury or a combination thereof and which include 40,019,778
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.
(ii) 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
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any calendar year shall not in the aggregate exceed five percent of the
Common Shares outstanding on January 1 of that year.
(iii) For the purposes of this Section 3(a):
(1) 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.
(2) 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 Board may authorize grants to Participants of
options to purchase Common Shares upon such terms and conditions as the Board
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, nonrestricted Common Shares that 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 Board may deem
appropriate, including but not limited to any form of consideration
authorized under Section 4(d), on such basis as the
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Board 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
Board 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 Board 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 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, 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
Board 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 Board 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 that shall be
executed on behalf of the Corporation by any officer thereof and delivered
to and
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accepted by the Optionee and shall contain such terms and
provisions as the Board may determine consistent with this Plan.
5. Appreciation Rights. The Board may authorize grants to
Participants of Appreciation Rights. An Appreciation Right shall be a right of
the Participant to receive from the Corporation an amount that shall be
determined by the Board and shall be expressed as a percentage (not exceeding
100 percent) of the Spread at the time of the exercise of the Appreciation
Right. Any grant of Appreciation Rights under this Plan shall be upon such
terms and conditions as the Board 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 Board 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 Board 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
Board 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 that 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 Board may determine consistent with this Plan.
(g) Regarding Tandem Appreciation Rights only: Each grant shall
specifically identify the related Option Right (or similar right
granted under any other plan of the Corporation) and shall provide that
the Tandem Appreciation Right may be exercised only (i) at a time when the
related Option Right (or such similar right) is also exercisable
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<PAGE>
and the Spread is positive and (ii) by surrender of the related Option
Right (or such similar 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 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 Board may authorize grants or sales
to Participants of Restricted Shares upon such terms and conditions as the
Board 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 Board 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.
8
<PAGE>
(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 Board 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 Board may determine.
(f) Each grant or sale shall be evidenced by an agreement that 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 Board may determine consistent with this Plan.
Unless otherwise directed by the Board, 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 Board may authorize grants or sales
of Deferred Shares to Participants upon such terms and conditions as the Board
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 Board 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
determined by the Board 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
rights of ownership in the Deferred Shares, shall not have any right to
vote the Deferred Shares and, except as provided in Section 9(c), shall
not have any right to transfer any rights
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<PAGE>
under the subject award, but the Board 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 that 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 Board may determine consistent with this Plan.
8. Performance Shares and Performance Units. The Board may
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 Board 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 Board 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 Board 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.
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<PAGE>
(f) Any grant of Performance Shares may specify that the amount
payable with respect thereto may not exceed a maximum specified by
the Board on the Date of Grant. Any grant of Performance Units may
specify that the amount payable, or the number of Common Shares issuable,
with respect thereto may not exceed maximums specified by the Board on the
Date of Grant.
(g) On or after the Date of Grant of Performance Shares, the Board
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 Board may adjust Management Objectives and the related
minimum acceptable level of achievement if, in the sole judgment
of the Board, 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 that 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 Board may determine consistent with this Plan.
9. Transferability. (a) Except as otherwise determined by the
Board, no Option Right, Appreciation Right or other derivative security granted
under this Plan shall be transferable by a Participant other than by will or
the laws of descent and distribution and, except as otherwise determined by
the Board, Option Rights and Appreciation Rights shall be exercisable during a
Participant's lifetime only by the Participant or his or her guardian or legal
representative.
(b) The Board may specify at the Date of Grant 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, upon the termination
of the Deferral Period applicable to Deferred Shares or upon payment under any
grant of Performance Shares or Performance Units, or are to be 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
on transfer.
(c) Notwithstanding the provisions of Section 10(a), Option Rights
(other than Incentive Stock Options), Appreciation Rights, Restricted Shares,
Deferred Shares, Performance Shares and Performance Units shall be transferable
by a Participant, without payment of consideration therefor by the transferee,
to any one or more members of the Participant's Immediate Family (or to one or
more trusts established solely for the benefit of one or more members of the
Participant's Immediate Family or to one or more partnerships in which the only
partners are members of the Participant's Immediate Family); provided, however,
that (i) no such
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<PAGE>
transfer shall be effective unless reasonable prior notice thereof is delivered
to the Corporation and such transfer is thereafter effected in accordance with
any terms and conditions that shall have been made applicable thereto by the
Corporation or the Board and (ii) any such transferee shall be subject to the
same terms and conditions hereunder as the Participant.
10. Adjustments. The Board 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 Board 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 Board 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. On or after the
Date of Grant of any award under this Plan, the Board may provide in the
agreement evidencing the award 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 Board may provide that the holder will automatically be entitled
to receive such an equivalent award. The Board 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 Board 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 Board 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 Board, 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.
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<PAGE>
13. Participation by Employees of or Consultants to a
Less-Than-Eighty-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-Eighty-Percent Subsidiary, regardless of whether
the Participant is also employed by or engaged as a consultant to the
Corporation or another Subsidiary, the Board may require the
Less-Than-Eighty-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-Eighty-Percent
Subsidiary pursuant to this Plan) the Common Shares that would otherwise be
delivered by the Corporation upon receipt by the Less-Than-Eighty-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-Eighty-Percent Subsidiary, in lieu of the
Corporation, on terms consistent with this Plan and approved by the Board and
the Less-Than-Eighty-Percent Subsidiary. All Common Shares so delivered by or
to a Less-Than-Eighty-Percent Subsidiary will be treated as if they had been
delivered by or to the Corporation for the 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-Eighty-Percent Subsidiary except with respect to the definitions
of the Board and the Board and in other cases where the context otherwise
requires.
14. Certain Terminations of Employment, Consulting Services or
Board Membership, Hardship and Approved Leaves of Absence. Notwithstanding any
other provision of this Plan to the contrary, in the event of termination of
employment by reason of death, disability, normal retirement, early retirement
with the consent of the Corporation, termination of employment 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 Board may take any action that it
deems to be equitable under the circumstances or in the best interests of the
Corporation, including but not limited to 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 Board 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 Board may consider necessary or
appropriate to accommodate differences in local law, tax policy or custom. In
addition, the Board 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,
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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 Board, which may from time to time delegate all or any part
of its authority under this Plan to a committee of the Board consisting of two
or more "Non-Employee Directors" (as defined in Rule 16b-3), appointed by the
Board. A majority of the committee (or subcommittee) shall constitute a
quorum, and the action of the members of the committee (or subcommittee)
present at any meeting at which a quorum is present, or acts unanimously
approved in writing, shall be the acts of the committee (or subcommittee). To
the extent of any such delegation, references in this Plan to the Board shall
be deemed to be references to any such committee or subcommittee.
(b) The interpretation and construction by the Board 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
Board pursuant to any provision of this Plan or any such agreement,
notification or document, shall be final and conclusive. No member of the
Board shall be liable for any such action taken or determination made in good
faith.
17. Amendments and Other Matters. (a) The Board may at any time and
from time to time amend this Plan in whole or in part; provided, however, that
any amendment that must be approved by the stockholders of the Corporation in
order to comply with applicable law or the rules of the Nasdaq National Market
shall not be effective unless and until such approval has been obtained.
(b) With the concurrence of the affected Participant, the Board may
cancel any agreement evidencing Option Rights or any other award granted under
this Plan. In the event of any such cancellation, the Board 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 canceled
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 canceled Option Rights or other award not been granted.
(c) The Board may grant under this Plan any award or combination of
awards authorized under this Plan, including but not limited to Replacement
Option Rights, in exchange for the surrender and cancellation of an award that
was not granted under this Plan (including but not limited to 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
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<PAGE>
by the canceled award and shall be subject to such other terms, conditions
and discretion as would have been permitted under this Plan had the canceled
award not been granted.
(d) 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.
(e) 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.
(f) The Board may also permit Participants to elect to defer the
issuance of Common Shares or the settlement of awards in cash under this Plan
pursuant to such procedures, programs or rules as the Board may establish for
the purposes of this Plan. The Board may also provide that deferred issuances
and settlements include the payment or crediting of dividend equivalents or
interest on the deferral amounts.
(g) The Board may condition the grant of any award or combination of
awards authorized under this Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation
otherwise payable by the Company or a Subsidiary to the Participant.
15
Exhibit 5
Attachment 1
May 22, 1998
Nextel Communications, Inc.
1505 Farm Credit Drive
McLean, Virginia 22102
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Nextel Communications, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement
on Form S-8, of 21,000,000 authorized but unissued shares of the Company's
Class A Common Stock, par value $.001 per share ("the Class A Common
Shares"), that are issuable pursuant to the Nextel Communications, Inc.
Amended and Restated Incentive Equity Plan (as amended and restated as of
March 24, 1998) (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
will be duly authorized, validly issued, fully paid and nonassessable when
issued and sold in accordance with the Plan, assuming that there are sufficient
authorized Class A Common Shares available at the time of any such issuance and
sale and that the consideration received by the Company is at least equal to the
par value of the Class A Common Shares.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
Jones, Day, Reavis & Pogue
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 13, 1998,
appearing in the Annual Report on Form 10-K of Nextel Communications, Inc. for
the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
McLean, Virginia
May 22, 1998
