<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 1, 2000
REGISTRATION NO. 333-1290
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
NEXTEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 4812 36-3939651
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
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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)
------------------
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, N.E.
ATLANTA, GEORGIA 30308-3242
(404) 521-3939
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [ ]
------------------
<PAGE> 2
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering: [ ]
------------------
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
-----------
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
<PAGE> 3
EXPLANATORY NOTE
This post-effective amendment no. 2 amends a registration statement on
Form S-4 (No. 333-1290) originally relating to 10,000,000 shares of class A
common stock, par value $.001 per share, and/or specified warrants of Nextel
Communications, Inc. that may be issued from time to time by Nextel in
connection with its acquisitions of other businesses, properties or securities
in business combination transactions. That registration statement was declared
effective by the Securities and Exchange Commission on April 26, 1996, and was
amended by post-effective amendment no. 1 declared effective on January 14,
1998. The purpose of this post-effective amendment no. 2 is to update the
information set forth in the prospectus in that registration statement. The
number of shares covered by the prospectus has been revised to reflect the
2-for-1 common stock split effected in the form of a stock dividend payable on
June 6, 2000 to stockholders of record as of May 26, 2000.
<PAGE> 4
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT (INCLUDING
AMENDMENT NO. 2) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT AN OFFER
TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
SUBJECT TO COMPLETION DATED JUNE 1, 2000
NEXTEL COMMUNICATIONS, INC.
CLASS A COMMON STOCK
PAR VALUE $.001 PER SHARE
AND
WARRANTS TO ACQUIRE CLASS A COMMON STOCK
------------------
This prospectus is part of a registration statement that relates to
20,000,000 shares of Class A Common Stock, par value $.001 per share, and/or
specified warrants of Nextel Communications, Inc. that may be issued from time
to time by us in connection with our acquisition of other businesses, properties
or securities in business combination transactions in accordance with Rule
415(a)(1)(viii) of Regulation C under the Securities Act of 1933, as amended. It
is expected that the terms of acquisitions involving the issuance by us of
securities covered by this prospectus will be determined by direct negotiations
with the owners or controlling persons of the businesses, properties or
securities to be acquired. Shares of common stock or warrants issued in exchange
for assets or securities in business combination transactions will be valued at
prices reasonably related to market prices of the common stock or the value of
the assets to be received at the time the terms of an acquisition are agreed
upon. Shares of common stock issued under warrants will be valued at or about
the time of delivery of those shares.
No underwriting discounts or commissions will be paid, although finder's
fees may be paid from time to time in connection with specific acquisitions. Any
person receiving a finder's fee may be deemed to be an underwriter within the
meaning of the Securities Act of 1933.
This prospectus also may be used by securityholders who received common
stock or warrants covered by this prospectus in transactions described above and
who wish to resell those securities in transactions to be registered under the
Securities Act of 1933. No consideration will be received by us in connection
with sales by these securityholders. Any securityholders who are participating
in a resale of their securities in a transaction to be registered under this
prospectus, and the terms of the sales of their securities, will be set forth in
a supplement to this prospectus.
As of the date of this prospectus, an aggregate of 11,070,498 shares of
the common stock and none of the warrants have been issued in connection with
acquisitions covered by the registration statement of which this prospectus is a
part. As a result, an aggregate of 8,929,502 shares of common stock may be
issued or subjected to warrants issued under this prospectus. See "IV.
Securities Covered By This Prospectus."
Our common stock is listed on the Nasdaq National Market under the symbol
"NXTL." On June __, 2000, the last reported sale price of our common stock was
$________ per share.
SEE "RISK FACTORS," BEGINNING ON PAGE 4 OF THIS PROSPECTUS, FOR A
DISCUSSION OF SPECIFIED FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE
PURCHASERS OF THESE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED THE SECURITIES TO BE DISTRIBUTED BY THIS PROSPECTUS, NOR
HAVE ANY OF THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS OR ANY
SUPPLEMENT TO THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
THE DATE OF THIS PROSPECTUS IS _____________, 2000.
<PAGE> 5
REFERENCES TO ADDITIONAL INFORMATION
As used in this prospectus, "Nextel", "we", "us" and "our" refer to Nextel
Communications, Inc. and its consolidated subsidiaries, except where the context
otherwise requires or as otherwise indicated. This prospectus incorporates
important business and financial information about us that is not included in or
delivered with this prospectus. You may obtain documents that we file with the
Securities and Exchange Commission and incorporate by reference into this
prospectus in writing or by telephone without charge from:
Nextel Communications, Inc.
2001 Edmund Halley Drive
Reston, Virginia 20191
Attention: Investor Relations
Telephone: (703) 433-4000
To obtain timely delivery of this information, you should request the
information no later than five business days before you must make your
investment decision. See "VIII. Where You Can Get More Information."
"Nextel", "Nextel Direct Connect", Nextel Online" and "Nextel Worldwide"
are trademarks or service marks of Nextel. "Motorola", "iDEN", "i1000plus",
"i500plus", "i700plus" and "i2000" are trademarks or service marks of Motorola,
Inc.
<PAGE> 6
TABLE OF CONTENTS
<TABLE>
<S> <C>
I. SUMMARY..................................................................................................................1
A. NEXTEL.........................................................................................................1
B. SUMMARY CONSOLIDATED FINANCIAL INFORMATION.....................................................................2
II. RISK FACTORS............................................................................................................4
A. RISK FACTORS RELATING TO NEXTEL................................................................................4
B. OUR FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM CURRENT BELIEFS......................................................13
III. USE OF PROCEEDS.......................................................................................................14
IV. SECURITIES COVERED BY THIS PROSPECTUS..................................................................................14
V. DESCRIPTION OF WARRANTS TO ACQUIRE COMMON STOCK.........................................................................15
VI. VALIDITY OF SECURITIES.................................................................................................15
VII. EXPERTS...............................................................................................................15
VIII. WHERE YOU CAN GET MORE INFORMATION...................................................................................16
A. AVAILABLE INFORMATION.........................................................................................16
B. INCORPORATION OF DOCUMENTS BY REFERENCE.......................................................................16
</TABLE>
i
<PAGE> 7
I. SUMMARY
This summary highlights basic information about Nextel and the securities
offered by Nextel, but does not contain all information important to you. You
should read the more detailed information and consolidated financial statements
and the related notes appearing elsewhere and incorporated by reference in this
prospectus.
A. NEXTEL
We provide a wide array of digital wireless communications services
throughout the United States. We offer a differentiated, integrated package of
digital wireless communications services under the Nextel brand name, primarily
to business users. Our digital mobile network constitutes one of the largest
integrated wireless communications systems utilizing a single transmission
technology in the United States. This digital technology, developed by Motorola,
Inc., is referred to as the integrated Digital Enhanced Network, or iDEN,
technology.
A customer using our digital mobile network is able to access:
- digital mobile telephone service;
- digital two-way radio dispatch service, which provides instant
conferencing capabilities and is marketed as "Nextel Direct Connect"
service;
- the Internet and new digital two-way mobile data services, marketed
as "Nextel Online" service;
- paging; and
- short-messaging service.
We refer to the handset device on which we deliver these services as a
subscriber unit. As of March 31, 2000:
- we provided service to about 5,056,000 digital subscriber units in
the United States; and
- our digital mobile network or the compatible digital mobile network
of Nextel Partners, Inc., a joint venture in which we are a
participant, was operational in areas in and around 97 of the top
100 metropolitan statistical areas in the United States.
On April 3, 2000, we launched our Nextel Worldwide service offering with
the introduction of the i2000 subscriber unit. The i2000, being manufactured by
Motorola, is a dual mode subscriber unit that operates on both the iDEN
technology used by Nextel and the Global System for Mobile Communications
digital wireless technology that has been established as the current digital
cellular communications standard in Europe and elsewhere. The i2000 allows
digital roaming in more than 65 countries worldwide with the convenience of one
phone, one number and one bill.
On April 25, 2000, we commercially launched our Nextel Online service
offering in 43 major markets, including more than 750 cities across the United
States, for Internet capable subscriber units developed and manufactured by
Motorola, the "i1000plus," the "i500plus" and the "i700plus." These new handsets
are the first in a product line that incorporates micro-browsers and enables
wireless Internet services, by supplying web-based applications and content
directly to our subscribers.
In addition to our domestic operations, we have ownership interests in
international wireless companies through our substantially wholly owned
subsidiary, Nextel International, Inc. Nextel International, through its
subsidiaries and affiliates, provides wireless communications services in and
around various major metropolitan market areas in Latin America, Asia and
Canada. Along with Nextel International, we currently provide our service in
nine of the world's 25 largest cities.
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<PAGE> 8
Our principal executive and administrative facility is located at 2001
Edmund Halley Drive, Reston, Virginia 20191, and our telephone number is (703)
433-4000.
B. SUMMARY CONSOLIDATED FINANCIAL INFORMATION
The financial information below for the years ended December 31, 1995,
1996, 1997, 1998, and 1999 has been derived from our audited consolidated
financial statements. The financial information for the three months ended March
31, 1999 and 2000 has been derived from our unaudited financial statements and
reflects only normal recurring adjustments necessary for the fair presentation
of this information. You should not expect the results of operations of interim
periods to be an indication of results for a full year. This information is only
a summary and should be read in conjunction with our historical financial
statements contained in reports filed with the Securities and Exchange
Commission. See "VIII. Where You Can Get More Information -- A. Available
Information."
Acquisitions. Our results were affected by business combinations,
acquisitions and investments involving both domestic and international
companies. In July 1995, we completed the acquisition of substantially all of
Motorola's 800 MHz specialized mobile radio licenses in the continental United
States and mergers with OneComm Corporation and American Mobile Systems,
Incorporated. In January 1996, we completed a merger with Dial Page, Inc.
Additional information regarding acquisitions completed in 1997, 1998 and 1999
can be found in note 2 to the consolidated financial statements in our Annual
Report on Form 10-K for the year ended December 31, 1999.
Income Tax Provision. As a result of operating results and the change in
useful lives of some intangible assets, we increased our valuation allowance for
deferred tax assets resulting in a tax provision of about $259 million in 1997.
The financial information below reflects the effect of our 2-for-1 stock
split effected in the form of a stock dividend payable on June 6, 2000 to
stockholders of record as of May 26, 2000.
You should review notes 12 and 13 to the consolidated financial statements
in our Annual Report on Form 10-K for the year ended December 31, 1999 for a
detailed discussion of our capital stock.
2
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<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1995 1996 1997 1998 1999
------- ------- ------- ------- -------
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
<S> <C> <C> <C> <C> <C>
Operating revenues ....................................... $ 172 $ 333 $ 739 $ 1,847 $ 3,326
Cost of revenues ......................................... 152 248 289 516 697
Selling, general and
administrative ......................................... 194 330 862 1,551 2,094
Expenses related to corporate
reorganization ......................................... 17 -- -- -- --
Depreciation and amortization ............................ 236 401 526 832 1,004
------- ------- ------- ------- -------
Operating loss ......................................... (427) (646) (938) (1,052) (469)
Interest expense, net .................................... (90) (206) (378) (622) (782)
Other (expense) income, net .............................. (15) (11) 7 (37) (47)
Income tax benefit (provision) ........................... 201 307 (259) 192 28
------- ------- ------- ------- -------
Loss before extraordinary item ........................... (331) (556) (1,568) (1,519) (1,270)
Extraordinary item -- loss on
early retirement of debt, net
of tax of $0 ........................................... -- -- (46) (133) (68)
Mandatorily redeemable preferred
stock dividends ........................................ -- -- (29) (149) (192)
------- ------- ------- ------- -------
Loss attributable to common
stockholders ........................................... $ (331) $ (556) $(1,643) $(1,801) $(1,530)
======= ======= ======= ======= =======
Loss per share attributable to
common stockholders, basic and
diluted:
Loss before extraordinary item
attributable to common
stockholders ......................................... $ (1.16) $ (1.25) $ (3.21) $ (2.99) $ (2.29)
Extraordinary item ..................................... -- -- (0.09) (0.24) (0.11)
------- ------- ------- ------- -------
$ (1.16) $ (1.25) $ (3.30) $ (3.23) $ (2.40)
======= ======= ======= ======= =======
Weighted average number of
common shares outstanding .............................. 286 446 498 558 638
======= ======= ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
----------------------
1999 2000
------- -------
INCOME STATEMENT DATA:
<S> <C> <C>
Operating revenues ....................................... $ 664 $ 1,079
Cost of revenues ......................................... 163 214
Selling, general and
administrative ......................................... 466 637
Expenses related to corporate
reorganization ......................................... -- --
Depreciation and amortization ............................ 228 280
------- -------
Operating loss ......................................... (193) (52)
Interest expense, net .................................... (194) (195)
Other (expense) income, net .............................. (62) (40)
Income tax benefit (provision) ........................... 10 8
------- -------
Loss before extraordinary item ........................... (439) (279)
Extraordinary item -- loss on
early retirement of debt, net
of tax of $0 ........................................... -- (104)
Mandatorily redeemable preferred
stock dividends ........................................ (46) (52)
------- -------
Loss attributable to common
stockholders ........................................... $ (485) $ (435)
======= =======
Loss per share attributable to
common stockholders, basic and
diluted:
Loss before extraordinary item
attributable to common
stockholders ......................................... $ (0.83) $ (0.45)
Extraordinary item ..................................... -- (0.14)
------- -------
$ (0.83) $ (0.59)
======= =======
Weighted average number of
common shares outstanding .............................. 584 742
======= =======
</TABLE>
<TABLE>
<CAPTION>
MARCH 31, 2000
--------------------
(IN MILLIONS)
BALANCE SHEET DATA:
<S> <C>
Cash and cash equivalents, including restricted portion... $ 5,200
Intangible assets, net.................................... 4,549
Total assets.............................................. 19,596
Long-term debt, including current portion................. 11,875
Mandatorily redeemable preferred stock.................... 1,751
Stockholders' equity...................................... 2,562
</TABLE>
3
<PAGE> 10
II. RISK FACTORS
You should carefully consider the specific factors listed below, as well
as the other information included and incorporated by reference in this
prospectus, before making an investment decision.
A. RISK FACTORS RELATING TO NEXTEL
1. WE HAVE A HISTORY OF NET LOSSES AND NEGATIVE CASH FLOW AND MAY NOT
BE ABLE TO SATISFY OUR CASH NEEDS FROM OPERATIONS.
We have never been profitable and have experienced negative cash flow
since our start in 1987. We had losses attributable to common stockholders of
about $1.5 billion during 1999 and about $435 million for the three months ended
March 31, 2000. Our accumulated deficit was about $6.1 billion at March 31,
2000. We expect that losses will continue over the next several years. We cannot
know when, if ever, net cash generated by our internal business operations will
support our growth and continued operations.
2. WE WILL NEED SUBSTANTIAL AMOUNTS OF ADDITIONAL FINANCING.
a. REASONS WE WILL NEED CASH.
We anticipate that we will need substantial amounts of cash for:
- capital expenditures to build and enhance our digital mobile
network, including those to construct or modify network elements
required for Nextel Online or to enable wireless Internet
connectivity and other digital two-way mobile data applications;
- operating expenses relating to our digital mobile network;
- potential acquisitions, including negotiated acquisitions of
spectrum from third parties and any future Federal Communications
Commission or other government-sponsored auctions of spectrum;
- debt service requirements; and
- other general corporate expenditures.
We expect our cash needs will exceed our cash flows from operating
activities through 2000. In addition, we may need to revise our business plan to
respond to competitive and other factors, so our need for cash may increase.
b. OUR CURRENT FINANCING AGREEMENTS ARE LIMITED AND CONTAIN
RESTRICTIONS ON ADDITIONAL FINANCINGS THAT MAY RESTRICT GROWTH
AND ADVERSELY AFFECT OPERATIONS.
Our long-term cash needs may be much greater than our cash on hand and
availability under our existing financing agreements. As a result, in the future
we may have to raise substantial amounts of additional funds, in the form of
equity or debt, to support any significant acquisitions of additional spectrum,
as well as our currently expected growth and operations. If we are unable to do
so, we may not be able to pursue or consummate potential significant spectrum
acquisitions or to expand the coverage and capacity of our network to meet the
demands of our anticipated growth. Our inability to achieve contemplated levels
of growth or to acquire additional spectrum required to support or provide
contemplated "third generation" or "3G" mobile wireless service offerings could
adversely affect our financial results and may adversely affect the value of the
common stock and the warrants.
Our bank credit facility as in effect on March 31, 2000 provided for total
secured financing capacity of up to $6.0 billion from our bank lenders, provided
that we satisfy financial and other conditions. As of March 31, 2000, we had
borrowed about $3.7 billion of this secured financing. The availability of
additional financing under our bank credit facility is also subject to the
satisfaction of covenants under indentures relating to our public notes. Our
access to additional funds may be limited by the terms of our existing financing
agreements, including:
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<PAGE> 11
- covenants that restrict the amount of additional borrowings,
including additional borrowings under existing financing
arrangements;
- covenants that restrict our grant of liens on assets, which affects
our ability to obtain new secured financing; and
- existing debt service requirements.
c. FUNDING REQUIREMENTS FOR OUR INTERNATIONAL OPERATIONS AND
GROWTH MAY CAUSE EVEN GREATER CASH NEEDS, WHICH MAY RESULT IN
LESS FUNDING AVAILABLE FOR OUR DOMESTIC GROWTH AND OPERATIONS.
Based on Nextel International's assessment of the business activity and
related cash needs of its subsidiaries and affiliates that are controlled by or
that rely substantially on Nextel International for further funding, Nextel
International believes that it will have to rely on external sources of funding
to supply the cash needed to implement its business plan and continue its
operations through 2000. These external sources primarily include borrowings
under Nextel International's existing bank and vendor credit lines and issuances
of its securities, including to us or our other subsidiaries. We, therefore,
currently expect that we may need to fund a significant portion of Nextel
International's cash needs in 2000. This would increase our own cash needs,
which could result in a lesser amount of cash available to us for domestic use.
d. TO OBTAIN ADDITIONAL SPECTRUM, INCLUDING SPECTRUM THAT MAY BE
AWARDED IN GOVERNMENT-SPONSORED AUCTIONS, WE MAY BE REQUIRED
TO RAISE ADDITIONAL CAPITAL.
If we were to acquire additional spectrum, including through participation
as a bidder or member of a bidding group in government-sponsored auctions of
spectrum, we may need to raise significant amounts of additional capital for
these purposes, as well as to finance the pursuit of any new business
opportunities associated with our acquisitions of additional spectrum. The
Federal Communications Commission has publicly stated that specified personal
communication services spectrum licenses initially awarded to affiliates of
NextWave Communications, Inc. had automatically canceled and will be included in
a re-auction of spectrum scheduled to occur in July 2000. The Federal
Communications Commission also has publicly announced additional spectrum
auctions scheduled to occur in 2000.
We cannot assure you:
- that any or all of these spectrum auctions will occur or, if so, on
their currently announced schedules;
- in which auctions we will participate, alone or as a member of a
bidding group;
- whether we or any bidding group in which we are a participant will
be a successful bidder and will be awarded spectrum licenses in any
of these auctions; or
- what amounts would be required to be bid to prevail in any of these
auctions.
We cannot assure you that we will be able to accomplish any spectrum
acquisition or that the necessary additional capital for that purpose will be
available to us on acceptable terms, or at all. If sufficient additional capital
is not available, we may be unable to complete any spectrum acquisition or the
amount of funding available to us for our existing businesses would be reduced.
e. OTHER FACTORS MAY ADVERSELY AFFECT OUR ACCESS TO ADDITIONAL
FINANCING, AND WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE
CANNOT ACCESS ADDITIONAL FINANCING.
Our access to additional funds also may be limited by:
- general market conditions that adversely affect the availability or
cost of financings;
- market conditions affecting the telecommunications industry in
general; and
5
<PAGE> 12
- specific factors affecting our attractiveness as a borrower or
investment vehicle, including:
(1) the terms of our arrangements with Motorola that relate
to Motorola's ownership interest in us, and the terms of
options and warrants issued to others, that may make
equity financings more difficult;
(2) the ability to relocate current spectrum licensees from
some frequencies in order to remove them from spectrum
as to which we were the highest bidder at an auction;
(3) the potential commercial opportunities and risks
associated with implementation of our business plan;
(4) the market's perception of our performance and assets;
and
(5) the actual amount of cash we need to pursue our business
strategy.
f. FUNDING FOR OUR CAPITAL NEEDS IS NOT ASSURED, AND WE MAY HAVE
TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE FUNDING.
We currently have no legally binding commitments or understandings with
any third parties to obtain any material amount of additional equity or debt
financing. We cannot assure you that we will be able to obtain any additional
financing in the amounts or at the times that we may require the financing or,
if we do obtain any financing, that it would be on acceptable terms. As a
result, we cannot assure you that we will have adequate capital to implement
future expansions and enhancements of our digital mobile network, to maintain
our current levels of operation or to pursue strategic acquisitions or other
opportunities to increase our spectrum holdings. Our failure to obtain
sufficient additional financing could result in the delay or abandonment of some
or all of our development, expansion and acquisition plans and expenditures,
which could have an adverse effect on us and on the value of the common stock
and the warrants.
3. OUR FUTURE PERFORMANCE WILL DEPEND ON OUR ABILITY TO SUCCEED IN THE
HIGHLY COMPETITIVE WIRELESS COMMUNICATIONS INDUSTRY.
Our ability to compete effectively with established and prospective
wireless communications service providers depends on many factors, including:
- IF OUR WIRELESS COMMUNICATIONS TECHNOLOGY DOES NOT PERFORM IN A
MANNER THAT MEETS CUSTOMER EXPECTATIONS, WE WILL BE UNABLE TO
ATTRACT AND RETAIN CUSTOMERS, WHICH WOULD ADVERSELY AFFECT US.
Customer acceptance of the services we offer is and will continue to
be affected by technology-based differences and by the operational
performance and reliability of system transmissions on our digital
mobile network. If we are unable to address and resolve
satisfactorily performance or other transmission quality issues as
they arise, or if these issues limit our ability to expand our
network coverage or capacity as currently planned, or if these
issues were to place us at a competitive disadvantage to other
wireless service providers in our markets, we may have difficulty
attracting and retaining customers, which would adversely affect us
and the value of the common stock and the warrants.
- IF WE CANNOT EXPAND, PROVIDE AND MAINTAIN OUR SYSTEM COVERAGE, THEN
OUR GROWTH AND OPERATIONS, AS WELL AS THE VALUE OF YOUR INVESTMENT,
WOULD BE ADVERSELY AFFECTED. We will not be able to provide roaming
system coverage comparable to that currently available through
roaming arrangements from cellular and some personal communication
services operators, unless and until a nationwide digital mobile
network build-out is substantially completed. This places us at a
competitive disadvantage, as some other providers currently have
roaming agreements that provide coverage of each other's markets
throughout the United States, including areas where our network, or
that of Nextel Partners, has not been or will not be built. In
addition, some of our competitors provide their customers with
subscriber units with both digital and analog capability, which
expands their coverage, while we have only digital capability. We
cannot assure you that we, either alone or together with Nextel
Partners, will be able to achieve sufficient system coverage or that
a sufficient number of customers or potential customers will be
willing to accept system coverage limitations as a trade-off for the
enhanced multi-function wireless communications package we provide
on our nationwide digital mobile network.
6
<PAGE> 13
- WE DO NOT HAVE THE EXTENSIVE DIRECT AND INDIRECT CHANNELS OF
DISTRIBUTION FOR OUR DIGITAL MOBILE NETWORK PRODUCTS AND SERVICES
THAT SOME OF OUR COMPETITORS HAVE, WHICH MAY ADVERSELY AFFECT OUR
OPERATING RESULTS AND THE VALUE OF YOUR INVESTMENT. Many of our
competitors have established extensive networks of retail locations
and multiple distribution channels, and so enjoy a competitive
advantage over us in these areas. We have increased the proportion
of our digital mobile network customers that we obtain through our
indirect distributor network, and we currently anticipate that we
will continue to rely heavily on indirect distribution channels to
achieve greater market penetration for our digital wireless service
offerings. However, as we expand our retail subscriber base through
increased reliance on indirect distribution channels, as price
competition in the wireless industry intensifies and as our product
and service offerings begin to attract increasing numbers of
individual and non-business users, our average revenue per digital
subscriber unit may decrease and our customer retention may be
adversely affected.
- OUR INABILITY TO MAINTAIN PRICING PACKAGES ATTRACTIVE TO CUSTOMERS
MAY ADVERSELY AFFECT OPERATING RESULTS, WHICH COULD ADVERSELY AFFECT
THE VALUE OF YOUR INVESTMENT.
a. SOME OF OUR COMPETITORS ARE FINANCIALLY STRONGER THAN WE ARE,
WHICH ALLOWS THEM TO PRICE THEIR SERVICE PACKAGES AT LEVELS
BELOW THOSE THAT WE CAN OR ARE WILLING TO MATCH.
Our ability to compete based on the price of our digital subscriber units
and service offerings will be limited. This could adversely affect our growth.
b. OUR EQUIPMENT IS MORE EXPENSIVE THAN SOME COMPETITORS, WHICH
MAY ADVERSELY AFFECT OUR GROWTH AND OPERATING RESULTS.
We currently market multi-function digital subscriber units. Our
subscriber units are, and are likely to remain, significantly more expensive
than analog subscriber units and are, and are likely to remain, somewhat more
expensive than digital cellular or personal communication services subscriber
units that do not incorporate a comparable multi-function capability. Although
we believe that our multi-function subscriber units currently are competitively
priced compared to multi-function digital cellular and personal communication
services subscriber units, the higher cost of our equipment may make it more
difficult or less profitable to attract customers who do not place a high value
on our unique multi-service offering. This may reduce our growth opportunities
or profitability and may adversely affect the value of the common stock and the
warrants.
c. WE MAY FACE CONTINUING PRESSURE TO REDUCE PRICES, WHICH COULD
ADVERSELY AFFECT OPERATING RESULTS AND THE VALUE OF YOUR
INVESTMENT.
Over the past several years, as the number of wireless communications
providers in our market areas has increased, our competitors' prices in these
markets have generally decreased. We may encounter further market pressures to:
- reduce our digital mobile network service offering prices;
- restructure our digital mobile network service offering
packages to offer more value;
- respond to particular short term, market specific situations,
for example, special introductory pricing or packages that may
be offered by new providers launching their service in a
particular market; or
- remain competitive if wireless service providers generally
continue to reduce the prices charged to their customers.
- OUR EFFORTS TO KEEP PACE WITH TECHNOLOGICAL CHANGE MAY BE
UNSUCCESSFUL, WHICH COULD ADVERSELY AFFECT OPERATING RESULTS AND THE
VALUE OF YOUR INVESTMENT. Our digital technology could become
obsolete. We rely on digital technology that is not compatible with,
and competes with, other forms of digital and non-digital voice
communication technology. Competition among these differing
technologies can:
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- segment the user markets, which could reduce demand for
specific technologies, including our technology;
- reduce the resources devoted by third party suppliers,
including Motorola, which supplies all of our current digital
technology, in developing or improving the technology for our
systems; and
- adversely affect market acceptance of our services.
We cannot assure you that our digital technology will successfully compete
with the other forms of digital and non-digital communication systems. Further,
new digital or non-digital communication transmission technology may develop
that will cause our existing technology to be obsolete or otherwise impair
market acceptance of our technology.
- OUR GROWTH MAY EXCEED THE CAPABILITIES OF OUR SYSTEMS, HURTING OUR
PERFORMANCE AND THE VALUE OF YOUR INVESTMENT.
a. WE FACE LIMITATIONS ON OUR ABILITY TO INCREASE SUBSCRIBERS,
WHICH CAN LIMIT OUR GROWTH AND PERFORMANCE.
Our ability to continue to increase the number of subscribers on our
digital mobile network depends on a variety of factors, including:
- the ability to successfully plan for additional system
capacity at levels needed to meet anticipated new subscribers
and the related increases in system usage;
- the ability to obtain additional radio spectrum when and where
required; and
- the availability of a sufficient quantity of cell sites,
system infrastructure equipment and subscriber units, of the
appropriate models and types, to meet the demands and
preferences of potential subscribers to the digital mobile
network.
b. WE MAY FACE LIMITATIONS ON AVAILABILITY OF CELL SITES AND
EQUIPMENT, WHICH CAN LIMIT OUR GROWTH AND PERFORMANCE.
Although we believe we have secured sufficient cell sites at appropriate
locations in our markets to meet planned system coverage and capacity targets,
we cannot assure you that we will meet those needs in the future. We generally
have been able to obtain adequate quantities of base radios and other system
infrastructure equipment from Motorola and other suppliers, and adequate volumes
and mix of subscriber units and related accessories, to meet subscriber and
system loading rates, but we cannot assure you that quantities will be
sufficient in the future. Additionally, we have contractual arrangements with
Nextel International and Nextel Partners that contemplate that, in the event of
shortages of that equipment, available supplies would be allocated
proportionately among us and those entities.
c. WE HAVE POTENTIAL SYSTEMS LIMITATIONS ON ADDING CUSTOMERS,
WHICH CAN LIMIT OUR GROWTH AND PERFORMANCE.
Even if our system is technically functional, other factors may affect our
ability to successfully add customers to our digital mobile network, including:
- the adequacy and efficiency of our information systems,
business processes and related support functions;
- the length of time between customer order to activation of
service on the digital mobile network, which currently is
longer than that of some of our competitors; and
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- our ability to improve the efficiency and speed of the
processes for our customer service and accounts receivable
collection functions.
Customer reliance on our customer service functions may increase as we add
digital mobile network customers through indirect distribution channels and
through direct sales channels not involving direct face-to-face contact with a
sales representative, for example, phone order sales or sales through our
website, nextel.com. Our inability to timely and efficiently meet the demands
for our services could decrease or postpone subscriber growth, or delay or
otherwise impede billing and collection of amounts owed, which would adversely
affect our growth and performance.
- IF COMPETITORS PROVIDE TWO-WAY RADIO DISPATCH SERVICES, WE WILL LOSE
A COMPETITIVE ADVANTAGE. Our two-way radio dispatch services are
currently not available through traditional cellular or personal
communication services providers; however, if either personal
communication services or cellular operators provide two-way radio
dispatch or comparable services in the future, our competitive
advantage may be impaired.
We cannot predict the competitive effect that any of these factors, or any
combination of these factors, will have on us, or whether we will compete
successfully in the future.
4. REGULATORY AND OTHER FACTORS COULD DELAY OR PREVENT US FROM OFFERING
SERVICES IN NEW MARKET AREAS, WHICH COULD ADVERSELY AFFECT THE VALUE
OF YOUR INVESTMENT.
Before fully implementing our digital mobile network in a new market area
or expanding coverage in an existing market area, we must complete systems
design work, find appropriate sites and construct necessary transmission
structures, receive regulatory approvals, obtain and free up frequency channels
now devoted to non-digital transmissions and begin systems optimization. These
processes take weeks or months to complete, and may be hindered or delayed by
many factors, including unavailability of antenna sites at optimal locations,
land use and zoning controversies and limitations of available frequencies. We
cannot know when, if ever, our digital technology will be available for
commercial use in new markets or can be expanded in existing markets.
5. WE RELY ON MOTOROLA FOR SUBSTANTIALLY ALL OF OUR EQUIPMENT AND
TECHNOLOGY, AND ANY FAILURE OF MOTOROLA TO PERFORM WOULD ADVERSELY
AFFECT OUR OPERATING RESULTS AND THE VALUE OF YOUR INVESTMENT.
There is a risk that the failure by Motorola to deliver necessary
technology improvements and enhancements and system infrastructure and
subscriber equipment on a timely, cost-effective basis would have an adverse
effect on our growth and operations. Motorola is currently our sole source for
the digital mobile network and subscriber unit equipment we use throughout our
markets. We expect to rely principally on Motorola for the manufacture of a
substantial portion of the equipment necessary to construct, enhance and
maintain our digital mobile network and subscriber unit equipment for the next
several years. If Motorola does not provide the necessary equipment to us, then
we may not be able to service our existing subscribers or add new subscribers.
We expect that for the next few years, Motorola and competing manufacturers who
are licensed by Motorola will be the only manufacturers of subscriber equipment
that is compatible with our digital mobile network.
6. AGREEMENTS WITH MOTOROLA REDUCE OUR OPERATIONAL FLEXIBILITY AND MAY
ADVERSELY AFFECT OUR GROWTH OR OPERATING RESULTS, WHICH COULD
ADVERSELY AFFECT THE VALUE OF YOUR INVESTMENT.
Our agreements with Motorola impose limitations and conditions on our
ability to use other technologies. These terms may operate to delay or prevent
us from employing new or different technologies that perform better or are
available at a lower cost because of the additional economic costs and other
impediments to change arising under the Motorola agreements. For example, our
equipment purchase agreement with Motorola provides that we must provide
Motorola with notice of our determination that Motorola's technology is no
longer suited to our needs at least six months before publicly announcing or
entering into a contract to purchase an alternate technology.
In addition, if Motorola manufactures, or elects to manufacture, the
alternate technology that we elect to deploy, we must give Motorola the
opportunity to supply 50% of our infrastructure requirements for the alternate
technology for three years. Finally, if after a switch to an alternate
technology we do not maintain operational Motorola
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infrastructure equipment at the majority of our cell sites that are deployed at
the date the switch to an alternate technology is first publicly announced,
Motorola may require that all financing provided by Motorola to us be repaid.
7. OUR INTERESTS MAY CONFLICT WITH THOSE OF MOTOROLA. ANY CONFLICT
COULD ADVERSELY AFFECT OUR GROWTH, OPERATING RESULTS OR STRATEGIC
FLEXIBILITY AND THE VALUE OF YOUR INVESTMENT.
Motorola and its affiliates engage in wireless communications businesses,
and may in the future engage in additional businesses, which do or may compete
with some or all of the services we offer through our digital mobile network.
Although we believe that our relationship with Motorola reflects the realities
of purchasing from a competitor, we cannot assure you that the potential
conflict of interest will not adversely affect us in the future. Motorola's
right to nominate two people for election to our board of directors could give
them additional leverage in the event any conflict of interest were to arise. In
addition, Motorola is one of our significant stockholders, which creates
potential conflicts of interest, particularly with regard to significant
transactions.
8. SINCE WE OPERATE IN A REGULATED INDUSTRY, WE MAY BE ADVERSELY
AFFECTED BY GOVERNMENTAL REGULATION.
The Federal Communications Commission regulates the licensing, operation,
acquisition and sale of our specialized mobile radio businesses. Future changes
in regulation or legislation and Congress' and the Federal Communications
Commission's continued allocation of additional commercial mobile radio
services, which include specialized mobile radio, cellular or personal
communication services, spectrum could impose significant additional costs on us
either in the form of direct out of pocket costs or additional compliance
obligations. These regulations can also have the effect of introducing
additional competitive entrants to the already crowded wireless communications
marketplace.
Nextel International's operations are subject to similar effects caused by
operating in a regulated industry, since its operations are regulated by the
foreign countries in which its business is conducted and are also subject to
regional and local regulation.
9. WE HAVE SIGNIFICANT INTANGIBLE ASSETS, WHICH MAY NOT BE ADEQUATE TO
SATISFY OUR OBLIGATIONS IN THE EVENT OF A LIQUIDATION.
If we default on debt or if we were liquidated, the value of our assets
may not be sufficient to satisfy our obligations. We have a significant amount
of intangible assets, such as licenses granted by the Federal Communications
Commission. The value of these licenses will depend significantly upon the
success of our digital mobile network business and the growth of the specialized
mobile radio and wireless communications industries in general. We had a net
tangible book value deficit of about $2.3 billion as of March 31, 2000.
10. WE ARE SUSCEPTIBLE TO CONTROL BY SIGNIFICANT STOCKHOLDERS.
Motorola and entities controlled by Craig O. McCaw hold significant blocks
of our outstanding stock. In addition, an affiliate of Mr. McCaw may designate
at least one fourth of our board of directors and may select, from these McCaw
representatives on the board of directors, a majority of the operations
committee of our board of directors, which has significant authority relating to
our business strategy, budgets, financing arrangements and in the nomination and
oversight of specified executive officers. As a result, Mr. McCaw may exert
significant influence over our affairs. Presently, three of the ten members of
our board of directors are designees of Mr. McCaw's affiliates. In addition,
Daniel F. Akerson, formerly one of our executive officers, currently holds
positions with NEXTLINK Communications, Inc., which is controlled by Mr. McCaw.
Mr. Akerson continues to serve as chairman of our board of directors and as a
member of the operations committee of the board, but he is not a designee of Mr.
McCaw's affiliates. Under its agreements with us, Motorola may nominate two
directors to our board of directors. In addition, Motorola has agreed to support
the decisions and recommendations of the operations committee and to vote its
shares of common stock accordingly, subject to specified limitations.
If Mr. McCaw and Motorola choose to act together, they could have a
sufficient number of members on our board of directors and voting interest in us
to exert significant influence over, among other things:
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- approval of amendments to our certificate of incorporation, mergers,
sales of assets or other major corporate transactions as well as
other matters submitted for stockholder vote;
- any takeover attempt; and
- whether particular matters are submitted for a vote of our
stockholders.
Mr. McCaw and his affiliates have and, subject to the terms of applicable
agreements, may acquire an investment or other interest in entities that provide
wireless telecommunications services that could potentially compete with us.
Under the relevant agreements, Mr. McCaw and his controlled affiliates may not,
for one year after the termination of the operations committee, participate in
other two-way terrestrial-based mobile wireless communications systems in any
part of North America or South America unless these opportunities have first
been presented to and waived or rejected by us.
11. OUR COMMITMENTS TO ISSUE ADDITIONAL COMMON STOCK MAY ADVERSELY
AFFECT THE MARKET PRICE OF OUR COMMON STOCK AND MAY IMPAIR OUR
ABILITY TO RAISE CAPITAL.
We currently have outstanding commitments in various forms, including
warrants, options and convertible securities, to issue a substantial number of
new shares of our common stock. The shares subject to these issuance
commitments, to some degree, will be issued in transactions registered with the
Securities and Exchange Commission and thus will be freely tradable. In many
other instances, these shares are subject to grants of registration rights that,
if and when exercised, would result in those shares becoming freely tradable. We
have also granted registration rights with respect to a significant number of
our outstanding shares, including shares of common stock issuable upon
conversion of securities issued in some transactions. The exercise of
registration rights by persons holding those shares would permit those persons
to sell those shares without regard to the limitations of Rule 144 under the
Securities Act of 1933. An increase in the number of shares of our common stock
that will become available for sale in the public market may adversely affect
the market price of our common stock and, as a result, could impair our ability
to raise additional capital through the sale of our equity securities or
convertible securities.
12. CONCERNS ABOUT HEALTH RISKS RELATING TO THE USE OF PORTABLE HANDSETS
MAY AFFECT OUR PROSPECTS AND THE VALUE OF YOUR INVESTMENT.
Portable communications devices have been alleged to pose health risks,
including cancer, due to radio frequency emissions from these devices. Studies
performed by wireless telephone equipment manufacturers have investigated these
allegations, and additional studies are ongoing. The actual or perceived risk of
portable communications devices could adversely affect us through a reduced
subscriber growth rate, a reduction in subscribers, reduced network usage per
subscriber or through reduced financing available to the mobile communications
industry.
13. RISKS RELATING TO OUR JOINT INVESTMENTS MAY ADVERSELY AFFECT OUR
GROWTH AND OPERATING RESULTS AND THE VALUE OF YOUR INVESTMENT.
We have entered into a contractual joint venture regarding our ownership
interests in and arrangements with Nextel Partners, and may enter into other
joint ventures or similar arrangements in the future. Outside the United States,
several of our international operations are conducted through entities having
one or more third-party owners, and some of these entities are not controlled by
us. There are risks in participating in arrangements of these types, including
the risk that the other participants may at any time have economic, business or
legal interests or goals that are inconsistent with our goals or those of the
joint enterprise. There also is the risk that a participant may be unable to
meet its economic or other obligations to the joint enterprise and that we may
be required to fulfill some or all of those obligations. We also may be or
become obligated to acquire all or a portion of the ownership interest of some
or all of the other participants in these joint enterprises. In addition, to the
extent that we participate in international arrangements of these types, we will
be subject to various additional risks not present in domestic joint
enterprises.
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14. RISKS RELATING TO OUR FOREIGN OPERATIONS MAY ADVERSELY AFFECT OUR
GROWTH AND OPERATING RESULTS AND THE VALUE OF YOUR INVESTMENT.
We currently own interests in and operate international wireless companies
through Nextel International. The risks that relate to these foreign operations
include:
- political, economic and social conditions in the foreign countries
where we conduct operations;
- currency risks and exchange controls;
- potential inflation in the applicable foreign economies;
- the impact of import duties on the cost or prices of infrastructure
equipment and subscriber units;
- foreign taxation of earnings and payments received by Nextel
International from its subsidiaries and affiliates; and
- regulatory changes affecting the telecommunications industry and
wireless communications.
We cannot assure that the risks associated with our foreign operations
will not adversely affect our or Nextel International's operating results or
prospects, particularly as these operations expand in scope, scale and
significance.
15. OUR NEXTEL ONLINE SERVICES OFFERING IS A NEW SERVICE AND MAY NOT BE
SUCCESSFUL.
Although we have launched our Nextel Online services offering in many of
our major U.S. markets in late April 2000, we cannot assure you that the Nextel
Online services offering will continue to perform satisfactorily in full scale
commercial usage when our planned nationwide rollout is complete, or that we
will not encounter delays or difficulties in completing the commercial launch of
this offering throughout all of our U.S. markets during 2000, or that this
offering will produce the levels of cost reduction or of customer acceptance and
incremental revenue that we hope to achieve. We have devoted considerable time
and resources to the development of the Nextel Online suite of wireless Internet
services and data applications with several purposes in mind. First, we expect
to use the resulting wireless data capability and Internet connectivity to allow
us to perform fulfillment and other customer support services more economically,
thereby reducing our cost of conducting business. Second, we believe that our
Nextel Online services offering will provide us with another important point of
differentiation from our competitors, thereby helping us to attract and retain
more customers. Finally, we are looking to this new offering to be a source of
future incremental revenue to counter the impact of increasing competition in
our markets on the pricing of our basic wireless voice services packages.
We may not realize some or all of the benefits that we expected in
constructing and commercializing our Nextel Online services offering:
- if we are unable to commercially implement and maintain this new
services offering;
- if this new services offering produces adverse impacts on the
performance or reliability of our digital mobile network;
- if we or third party developers fail to develop successfully value
added data applications for our customers;
- if a sufficient portion of our customer base is not attracted to
this new services offering; or
- if it otherwise does not achieve a satisfactory level of customer
acceptance.
Any resulting customer dissatisfaction, or failure to realize cost
reductions or incremental revenue, could have an adverse impact on our results
of operations, future growth prospects and perceived value, as well as value of
your investment.
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16. VOLATILITY IN THE PRICE OF OUR COMMON STOCK COULD RESULT IN A LOWER
TRADING PRICE THAN THE PRICE AT THE TIME OF YOUR INVESTMENT.
The market price of our common stock has fluctuated over a wide range
since it began trading publicly in 1992. In addition, the stock market in recent
years has experienced significant price and volume fluctuations that have often
been unrelated to the operating performance of companies. These fluctuations
have particularly affected the market prices of the stock of telecommunications
companies. The market price of our common stock may continue to fluctuate in the
future. Negative fluctuations in the market price of our common stock could
adversely impact the trading price of the warrants.
B. OUR FORWARD-LOOKING STATEMENTS ARE SUBJECT TO A VARIETY OF FACTORS THAT
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM CURRENT BELIEFS
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: Some of the statements made in, or incorporated by reference into, this
prospectus are not historical or current facts, but deal with potential future
circumstances and developments. They can be identified by the use of
forward-looking words such as "believes," "expects," "plans," "may," "will,"
"would," "could," "should" or "anticipates" or other comparable words, or by
discussions of strategy that involve risks and uncertainties. We warn you that
these forward-looking statements are only predictions, which are subject to
risks and uncertainties including financial variations, changes in the
regulatory environment, industry growth and trend predictions. We have attempted
to identify, in context, some of the factors that we currently believe may cause
actual future experience and results to differ from our current expectations
regarding the relevant matter or subject area. The operation and results of our
wireless communications business also may be subject to the effect of other
risks and uncertainties in addition to the other qualifying factors identified
in the above "Risk Factors" section and elsewhere in this prospectus, including,
but not limited to:
- general economic conditions in the geographic areas and occupational
market segments that we are targeting for our digital mobile network
service;
- the availability of adequate quantities of system infrastructure and
subscriber equipment and components to meet our service deployment
and marketing plans and customer demand;
- the success of efforts to improve and satisfactorily address any
issues relating to our digital mobile network performance;
- the continued successful performance of the technology being
deployed in our various market areas and the success of technology
deployed in connection with our Nextel Online services offering;
- market acceptance of our new service offerings, including Nextel
Online and Nextel Worldwide;
- the ability to achieve and maintain market penetration and average
subscriber revenue levels sufficient to provide financial viability
to our digital mobile network business;
- our ability to timely and successfully accomplish required scale-up
of our billing, collection, customer care and similar back-room
operations to keep pace with customer growth, increased system usage
rates and growth in levels of accounts receivables being generated
by the digital mobile network customer base;
- access to sufficient debt or equity capital to meet our operating
and financing needs;
- the quality and price of similar or comparable wireless
communications services offered or to be offered by our competitors,
including providers of cellular and personal communication services;
- successful implementation of any year 2000 solutions in systems that
are critical to our business operations;
- future legislation or regulatory actions relating to specialized
mobile radio services, other wireless communications services or
telecommunications generally; and
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- other risks and uncertainties described from time to time in our
reports and, with specific reference to risk factors relating to
international operations, in Nextel International's reports, filed
with the Securities and Exchange Commission, including the Annual
Reports on Form 10-K for the year ended December 31, 1999 and the
Quarterly Reports on Form 10-Q for the quarter ended March 31, 2000.
III. USE OF PROCEEDS
All of the securities offered by us under this prospectus may be issued
from time to time by us in connection with our acquisition of other businesses,
properties or securities in business combination transactions. See "IV.
Securities Covered by This Prospectus."
IV. SECURITIES COVERED BY THIS PROSPECTUS
We may use this prospectus for the offer and sale of up to 20,000,000
shares of common stock, and/or warrants, either directly or indirectly acting
through our affiliates, from time to time in connection with the acquisition of
other businesses, properties or securities in business combination transactions
to the extent not issued before the date of this prospectus. To date, 11,070,498
shares of the common stock and none of the warrants covered by the related
registration statement have been issued in connection with such acquisitions. As
a result, an aggregate of 8,929,502 shares of common stock may be issued or
subjected to warrants issued under this prospectus. To the extent required by
applicable law or regulations, we will file supplements to this prospectus from
time to time. The consideration offered by us in these acquisitions, in addition
to any shares of common stock or warrants offered by this prospectus, may
include cash, debt or other securities, which may be convertible into shares of
common stock covered by this prospectus, or assumption by us of liabilities of
the business being acquired, or a combination of these. Negotiations between us
and the owners or controlling persons of the businesses, properties, or
securities to be acquired typically determine the terms of acquisition, and we
take into account the quality of management, the past and potential earning
power and growth of the businesses, properties or securities to be acquired, and
other relevant factors. Shares of common stock or warrants issued to the owners
of the businesses, properties or securities to be acquired will generally be
valued at a price reasonably related to the market value of the common stock or
the value of the assets to be received at the time the terms of the acquisition
are agreed on. Shares of common stock issued under warrants will be valued at or
about the time or times of delivery of the shares. Securities issued under this
prospectus will be freely transferable under the Securities Act of 1933, except
for securities issued to any person who may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act of 1933. Securities
issued in connection with these transactions to persons who constitute
"underwriters" within the meaning of Section 2(11) may not be publicly reoffered
or resold by these persons except under an effective registration statement
under the Securities Act of 1933 covering the securities or, in specified
circumstances, under Rule 145(d) or any other applicable exemption under the
Securities Act of 1933. Persons receiving securities covered by this prospectus
should seek the advice of their own legal counsel with respect to the legal
requirements of these resales.
This prospectus has also been prepared for use by persons who may receive
from us shares of common stock, either by direct issuance or indirectly under
the terms of the warrants, and warrants covered by the registration statement in
acquisitions and who may be entitled to offer these securities under
circumstances requiring the use of a prospectus; provided, however, that none of
these securityholders will be authorized to use this prospectus for any offer of
common stock or warrants without first obtaining our consent. We may consent to
the use of this prospectus for a limited period of time by these securityholders
and subject to limitations and conditions that may be varied by agreement
between us and them. Resales of shares of common stock may be made on the Nasdaq
National Market or any other exchange on which the common stock may be listed,
in the over-the-counter market, in private transactions or under underwriting
agreements. We will receive none of the proceeds from any of these sales. There
is no market for the warrants, and it is unlikely that any market will develop.
However, holders of warrants may resell the warrants, in compliance with
applicable federal and state securities laws and otherwise as may be provided
under the terms of the relevant transaction agreement governing the issuance and
redemption of these warrants, in private transactions.
Agreements with securityholders permitting use of this prospectus may
provide that any offering be effected in an orderly manner through securities
dealers, acting as broker or dealer, selected by us; that securityholders enter
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into custody agreements with one or more banks with respect to those shares; and
that sales be made only by one or more of the methods described in this
prospectus, as appropriately supplemented or amended when required. The
securityholders may be deemed to be underwriters within the meaning of the
Securities Act of 1933.
When resales are to be made through a broker or dealer selected by us, the
broker or dealer may act solely as agent and/or may acquire the securities as
principal. Brokers or dealers participating in these transactions as agent may
be entitled to commissions, including negotiated commissions to the extent
permissible. Any of these sales may be by block trade. Any commission paid or
concessions allowed to any broker-dealer and, if any broker-dealer purchases the
securities as principal, any profits received on the resale of the securities,
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933.
In addition to the shares of common stock offered by this prospectus, we
may from time to time issue additional shares of common stock through public
offerings or private placements. We may make future issuances of common stock in
connection with our acquisition of other businesses, properties, or securities
in business combination transactions or for other purposes.
V. DESCRIPTION OF WARRANTS TO ACQUIRE COMMON STOCK
We may from time to time, as consideration in connection with our
acquisition of other businesses, properties or securities in business
combination transactions, issue to the owners or controlling persons of those
businesses, properties or securities to be acquired, warrants to acquire shares
of common stock having a specified redemption price, referred to as the
"redemption price". The warrant would entitle its holder to receive from us, at
a specified date in the future, generally up to one year from the date of
issuance, referred to as the "conversion date", a number of shares of common
stock determined by dividing the redemption price by the average closing sales
price for the common stock, as reported by Nasdaq National Market, during a
specified period of generally up to 30 trading days before the conversion date.
We will have the right, however, in our sole discretion, to redeem the warrant
for cash on or before the conversion date. Depending upon the particular facts
and circumstances, a portion of the shares of common stock received upon
conversion or a portion of the redemption price in the usual case may be treated
as interest for federal income tax purposes. Each person who is to receive
warrants under this prospectus is urged to consult his or her own tax advisor to
determine the particular tax consequences to them of the receipt, redemption, or
conversion of warrants, including the applicability and effect of foreign,
state, local, and other tax laws.
If warrants are issued in any particular transaction, a prospectus
supplement will describe the specific terms and conditions of those warrants,
and any other material provisions. In no event will warrants be issued for
shares of common stock, taking into account all earlier issuances of shares of
common stock under this prospectus at the relevant time, in excess of the number
of shares of common stock remaining available for issuance under the
registration statement.
VI. VALIDITY OF SECURITIES
Jones, Day, Reavis & Pogue, counsel for Nextel, will pass on the validity
of the securities offered by this prospectus.
VII. EXPERTS
The consolidated financial statements and related financial statement
schedules of Nextel that are incorporated in this prospectus by reference from
Nextel's Annual Report on Form 10-K for the year ended December 31, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
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VIII. WHERE YOU CAN GET MORE INFORMATION
A. AVAILABLE INFORMATION
We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy this information at
the public reference facilities maintained by the Commission at the Commission's
Public Reference Room, which is located at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549.
You may obtain information on the operation of the Public Reference Room
by calling the Commission at 1-800-SEC-0330. Our filings are also available on
the Commission's web site on the Internet at http://www.sec.gov.
Statements in this prospectus concerning the contents of any contract,
agreement or other document are not necessarily complete. If we filed as an
exhibit to any of our public filings any of the contracts, agreements or other
documents referred to in this prospectus, you should read the exhibit for a more
complete understanding of the document or matter involved.
B. INCORPORATION OF DOCUMENTS BY REFERENCE
We have incorporated information into this prospectus by reference. This
means we have disclosed information to you by referring you to another document
we filed with the Commission. We will make those documents available to you
without charge upon your oral or written request. Requests for these documents
should be directed to Nextel Communications, Inc., 2001 Edmund Halley Drive,
Reston, Virginia 20191, Attention: Investor Relations, telephone:
(703) 433-4000.
The information in the following documents we filed with the Commission
(File No. 0-19656) is incorporated by reference in this prospectus:
- Annual Report on Form 10-K for the year ended December 31, 1999,
dated and filed with the Commission on March 30, 2000;
- Current Reports on Form 8-K:
- dated and filed with the Commission on January 21, 2000;
- dated and filed with the Commission on January 26, 2000;
- dated and filed with the Commission on February 3, 2000;
- dated and filed with the Commission on February 22, 2000;
- dated and filed with the Commission on February 28, 2000;
- dated and filed with the Commission on March 15, 2000;
- dated and filed with the Commission on April 26, 2000;
- dated and filed with the Commission on May 5, 2000; and
- dated and filed with the Commission on May 26, 2000;
- Quarterly Report on Form 10-Q for the quarter ended March 31, 2000,
dated and filed with the Commission on May 15, 2000;
- Proxy Statement, dated as of April 17, 2000, filed with the
Commission in definitive form on April 17, 2000, with respect to the
information required by Items 401 (management), 402 (executive
compensation),
16
<PAGE> 23
403 (securities ownership) and 404 (specified relationships and
related transactions) of Regulation S-K promulgated under the
Securities Act of 1933 and the Securities Exchange Act of 1934; and
- The description of the common stock contained in the registration
statement on Form 8-A dated January 16, 1992 including the
information incorporated by reference into that registration
statement from the registration statement on Form S-1, as amended,
dated as of January 27, 1992.
We are also incorporating by reference additional documents we may file
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
after the date of this prospectus and before the termination of the offering.
This additional information is a part of this prospectus from the date of filing
of those documents.
Any statements made in this prospectus or in a document incorporated or
deemed to be incorporated by reference in this prospectus will be deemed to be
modified or superseded for purposes of this prospectus and any prospectus
supplement to the extent that a statement contained in this prospectus, in a
prospectus supplement or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference in this prospectus
modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus or any prospectus supplement.
The information relating to us contained in this prospectus should be read
together with the information in the documents incorporated or deemed to be
incorporated by reference. In addition, some of the information, including
financial information, contained in this prospectus or incorporated or deemed to
be incorporated in this prospectus by reference should be read in conjunction
with documents filed with the Commission by Nextel International, Inc.
17
<PAGE> 24
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Set forth below is a description of certain provisions of the Restated
Certificate of Incorporation, as amended (the "Nextel Charter"), of Nextel
Communications, Inc. ("Nextel"), 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 (1) for any breach of the director's duty of loyalty to such
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) for
paying a dividend or approving a stock repurchase in violation of Section 174 of
the DGCL or (4) 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 do not
apply to officers of Nextel who are not directors.
Indemnification and Insurance. Under the DGCL, directors and officers as
well as other employees and individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement in
connection with specified actions, suits, or proceedings, whether civil,
criminal, administrative, or investigative (other than an action by or in the
right of the corporation as a derivative action) if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.
Article 6 of the Nextel Charter and Article VII of the Nextel By-laws
provide to directors and officers indemnification to the full extent provided by
law, thereby affording the directors and officers of 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. Nextel
has entered into an Indemnification Agreement with each of its directors and
officers.
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 that 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 that 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,
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<PAGE> 25
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:
(1) 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
(2) 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 Securities Exchange Act of 1934, as amended (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 are also 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 21. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
*3.1 Restated Certificate of Incorporation of Nextel.
3.2 Amended and Restated By-laws of Nextel (filed on July 31, 1995 as
Exhibit No. 4.2 to Nextel's Post-Effective Amendment No. 1 on Form
S-8 to Registration Statement No. 33-91716 on Form S-4 and
incorporated herein by reference).
3.3.1 Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of 13%
Series D Exchangeable Preferred Stock and Qualifications,
Limitations and Restrictions Thereof (filed on July 21, 1997 as
Exhibit 4.1 to the Current Report on Form 8-K dated July 21, 1997
and incorporated herein by reference).
3.3.2 Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of
11.125% Series E Exchangeable Preferred Stock and Qualifications,
Limitations and Restrictions Thereof (filed on February 12, 1998
as Exhibit 4.1 to the Current Report on Form 8-K dated February
11, 1998 (the "February 11 Form 8-K") and incorporated herein by
reference).
3.3.3 Certificate of Designation of the Powers, Preferences and
Relative, Participating, Optional and Other Special Rights of Zero
Coupon Convertible Preferred Stock due 2013 and Qualifications,
Limitations and Restrictions Thereof (filed on February 10, 1999
as Exhibit 4.16 to Nextel's Registration Statement on Form S-4
(the "February 1999 Form S-4") and incorporated herein by
reference).
II-2
<PAGE> 26
4.1.1 Indenture for Senior Discount Notes due 2007, dated as of March 6,
1997, between McCaw International, Ltd. (now known as Nextel
International) and The Bank of New York, as Trustee (filed on
March 31, 1997 as Exhibit 4.24 to Nextel's Annual Report on Form
10-K for the year ended December 31, 1996 (the "1996 Form 10-K")
and incorporated herein by reference).
4.1.2 Warrant Agreement, dated as of March 6, 1997, between Nextel
International, Inc. and The Bank of New York (filed on March 31,
1997 as Exhibit 4.26 to the 1996 Form 10-K and incorporated herein
by reference).
4.2 Indenture dated September 17, 1997 between Nextel and Harris Trust
and Savings Bank, as Trustee, relating to Nextel's 10.65% Senior
Redeemable Discount Notes due 2007 (filed on September 22, 1997 as
Exhibit 4.1 to the Current Report on Form 8-K dated September 22,
1997 and incorporated herein by reference).
4.3 Indenture dated as of October 22, 1997 between Nextel and Harris
Trust and Savings Bank, as Trustee, relating to Nextel's 9.75%
Senior Serial Redeemable Discount Notes due 2007 (filed on October
23, 1997 as Exhibit 4.1 to the Current Report on Form 8-K dated
October 23, 1997 and incorporated herein by reference).
4.4 Indenture dated as of February 11, 1998, between Nextel and Harris
Trust and Savings Bank, as Trustee, relating to Nextel's 9.95%
Senior Serial Redeemable Discount Notes due 2008 (filed on
February 12, 1998 as Exhibit 4.2 to the February 11 Form 8-K and
incorporated herein by reference).
4.5 Indenture dated as of November 4, 1998 between Nextel and Harris
Trust and Savings Bank, as Trustee, relating to Nextel's 12.0%
Senior Serial Redeemable Notes due 2008 (filed on February 10,
1999 as Exhibit 4.13.1 to the February 1999 Form S-4 and
incorporated herein by reference).
4.6 Indenture for 12.125% Senior Discount Notes due 2008, dated March
12, 1998 between Nextel International, Inc. and The Bank of New
York (filed on May 14, 1998 as Exhibit 4.1 to Nextel International
Inc.'s Quarterly Report on Form 10-Q for the quarter ended March
31, 1998 and incorporated herein by reference).
4.7 Indenture, dated as of June 16, 1999, between Nextel and Harris
Trust and Savings Bank, as Trustee, relating to Nextel's 4.75%
Convertible Senior Notes due 2007 (filed on June 23, 1999 as
Exhibit 4.1 to the Current Report on Form 8-K dated June 23, 1999
and incorporated herein by reference).
4.8 Indenture, dated as of November 12, 1999, by and between Nextel
and Harris Trust and Savings Bank, as Trustee, relating to
Nextel's 9.375% Senior Serial Redeemable Notes due 2009 (filed as
Exhibit 4.1 to the Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999 (the "1999 Third Quarter 10-Q") and
incorporated herein by reference).
4.9 Indenture, dated as of January 26, 2000, between Nextel and Harris
Trust and Savings Bank, as Trustee, relating to Nextel's 5.25%
Convertible Senior Notes due 2010 (filed on January 26, 2000 as
Exhibit 4.1 to the Current Report on Form 8-K dated January 26,
2000 and incorporated herein by reference).
4.10 Amended and Restated Credit Agreement, dated as of November 9,
1999, among Nextel, Nextel Finance Company and the other
Restricted Companies party thereto, the Lenders party thereto,
Toronto Dominion (Texas) Inc., as Administrative Agent and The
Chase Manhattan Bank, as Collateral Agent (filed as Exhibit 4.3 to
the 1999 Third Quarter 10-Q and incorporated herein by reference).
II-3
<PAGE> 27
4.11 Tranche D Term Loan Agreement dated March 15, 2000 among Nextel,
Nextel Finance Company, the other Restricted Companies party
thereto, the Lenders Party thereto, Toronto Dominion (Texas) Inc.,
as Administrative Agent, and The Chase Manhattan Bank, as
Collateral Agent (filed on March 15, 2000 as Exhibit 4.1 to the
Current Report on Form 8-K dated March 15, 2000 and incorporated
herein by reference).
4.12 Amendment No. 1 dated April 26, 2000 to the Amended and Restated
Credit Agreement dated November 9, 1999 among Nextel, Nextel
Finance Company, the other Restricted Companies party thereto, the
Lenders party thereto, Toronto Dominion (Texas) Inc., as
Administrative Agent, and the Chase Manhattan Bank, as Collateral
Agent (filed on May 5, 2000 as Exhibit 4.1 to the Current Report
on Form 8-K dated May 5, 2000 and incorporated herein by
reference).
+5 Opinion of Jones, Day, Reavis & Pogue regarding validity.
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit 5).
*23.2 Consent of Deloitte & Touche LLP.
+24.1 Powers of Attorney, excluding Messrs. Shindler, Arendt, Conway and
Drendel and Mrs. Hill.
+24.2 Powers of Attorney for Messrs. Shindler and Arendt.
*24.3 Powers of Attorney for Messrs. Conway and Drendel and Mrs. Hill.
----------
* Filed herewith.
+ Previously filed.
ITEM 22. 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 of 1933;
(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) (Section 230.424(b) of
this chapter) 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.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement.
Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this
Section do not apply if the registration statement is on Form S-3 (Section
239.13 of this chapter), Form S-8 (Section 239.16b of this chapter) or Form F-3
(Section 239.33 of this chapter), and the information required to be included in
a post-effective amendment by those paragraphs is
II-4
<PAGE> 28
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that prior to any public
reoffering of the securities registered hereunder through use of a prospectus
which is part of this registration statement, by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c), the issuer
undertakes that such reoffering prospectus will contain the information called
for by the applicable registration form with respect to reofferings by persons
who may be deemed underwriters, in addition to the information called for by the
other items of the applicable form.
(e) The undersigned registrant hereby undertakes that every prospectus:
(i) that is filed pursuant to paragraph (d) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, 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.
(f) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
(g) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE> 29
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 MAY 31, 2000.
NEXTEL COMMUNICATIONS, INC.
By: /s/ THOMAS J. SIDMAN
----------------------------------------
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
-----------------------------------------------------------------
Craig O. McCaw
* Director
-----------------------------------------------------------------
Dennis M. Weibling
* Director
-----------------------------------------------------------------
Janet Hill
/s/ THOMAS J. SIDMAN Attorney-in-fact May 31, 2000
-----------------------------------------------------------------
Thomas J. Sidman
</TABLE>
II-6
<PAGE> 30
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------ ------------------------------------------------------------
<S> <C>
*3.1 Restated Certificate of Incorporation of Nextel.
*23.2 Consent of Deloitte & Touche L.L.P.
*24.3 Powers of Attorney for Messrs. Conway and Drendel and Mrs.
Hill.
</TABLE>
----------
* Filed herewith.
