<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEXTEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation or Organization)
36-3939651
(I.R.S. Employer
Identification Number)
2001 EDMUND HALLEY DRIVE
RESTON, VIRGINIA 20191
(703) 433-4000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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THOMAS J. SIDMAN, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NEXTEL COMMUNICATIONS, INC.
2001 EDMUND HALLEY DRIVE
RESTON, VIRGINIA 20191
(703) 433-4000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
------------------------
Copies to:
LISA A. STATER, ESQ.
JONES, DAY, REAVIS & POGUE
3500 SUNTRUST PLAZA
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3242
(404) 521-3939
ANDREW R. SCHLEIDER, ESQ.
SHEARMAN & STERLING
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 848-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-89429
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Class A Common Stock; par value $.001 per
share.................................... 5,031,785(1) $83.8125 $421,726,480 $117,239.96
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</TABLE>
(1) Includes 31,785 shares that may be sold to cover over-allotments.
(2) Registration fees in the aggregate amount of $586,199.92 were paid in
connection with Registration Statement File No. 333-89429.
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<PAGE> 2
INCORPORATION BY REFERENCE
Registration Statement on Form S-3, Registration No. 333-89429, of
Nextel Communications, Inc., a Delaware corporation, filed with the Securities
and Exchange Commission (the "Commission") is hereby incorporated by reference.
EXHIBITS
5.1 Opinion of Jones, Day, Reavis & Pogue as to the validity of the shares
offered.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
PAYMENT OF FEE
Nextel hereby certifies that the registration filing fee in connection
with this filing has been transmitted by wire transfer to the Commission's
account at Mellon Bank.
II-1
<PAGE> 3
SIGNATURES
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 this registration statement on Form S-3 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reston, in the
Commonwealth of Virginia, on November 1, 1999.
Nextel Communications, Inc.
By: /s/ Thomas J. Sidman
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Thomas J. Sidman
Senior Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
* Chairman of the Board and Director
- ----------------------------------
Daniel F. Akerson
* President, Chief Executive Officer
- ---------------------------------- and Director
Timothy M. Donahue
* Executive Vice President and Chief
- ---------------------------------- Financial Officer (Principal
Steven M. Shindler Financial Officer)
* Vice President and Controller
- ---------------------------------- (Principal Accounting Officer)
William G. Arendt
* Vice Chairman of the Board and
- ---------------------------------- Director
Morgan E. O'Brien
* Director
- ----------------------------------
Keith J. Bane
* Director
- ----------------------------------
William E. Conway
* Director
- ----------------------------------
Frank M. Drendel
* Director
- ----------------------------------
William A. Hoglund
* Director
- ----------------------------------
Craig O. McCaw
* Director
- ----------------------------------
Dennis M. Weibling
Attorney-in-fact November 1, 1999
/s/ Thomas J. Sidman
- ----------------------------------
Thomas J. Sidman
</TABLE>
II8
<PAGE> 1
Exhibit 5.1
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JONES, DAY, REAVIS & POGUE
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
November 1, 1999
Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, Virginia 20191
Re: Public Offering of up to 5,031,785 shares of Class A
Common Stock, $0.001 par value per share, of Nextel
Communications, Inc.
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Gentlemen:
We are acting as counsel for Nextel Communications, Inc., a
Delaware corporation (the "Company"), in connection with the public offering by
the Company of an aggregate of up to 5,031,785 shares (the "Shares") of Class A
Common Stock, $0.001 par value per share, of the Company in accordance with the
terms and conditions of an Underwriting Agreement (the "Underwriting Agreement")
to be entered into among the Company, Morgan Stanley & Co. Incorporated,
Goldman, Sachs & Co., Credit Suisse First Boston, Deutsche Bank Securities Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Paine Webber Incorporated
and such other investment banking firms as may agree to become parties thereto
as underwriters (the "Underwriters").
In our capacity as counsel to the Company, we have examined
such documents, records and matters of law as we have deemed necessary for
purposes of this opinion, and based thereupon we are of the opinion that the
Shares are duly authorized and, subject to the due approval of the terms of the
sale of the Shares by the Finance Committee of the Board of Directors of the
Company, when issued and delivered by the Company to the Underwriters pursuant
to the Underwriting Agreement against payment of the consideration as provided
therein (and provided that the consideration received by the Company is at least
equal to the par value of such shares), will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement on Form S-3 filed by the Company to effect
registration of the Shares under the Securities Act of 1933, and to the
reference to us under the caption "Legal Matters" in the prospectus constituting
a part of such Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Nextel Communications, Inc. on Form S-3 of our report dated February 22, 1999,
appearing in the Annual Report on Form 10-K of Nextel Communications, Inc. for
the year ended December 31, 1998, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
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McLean, Virginia
November 1, 1999
