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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2000 (May 25, 2000)
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
</TABLE>
2001 EDMUND HALLEY DRIVE, RESTON, VIRGINIA 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 433-4000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 26, 2000, Nextel issued a press release announcing the approval at
its annual shareholders meeting of an amendment to its certificate of
incorporation and of an amended and restated incentive equity plan. A copy of
the press release is filed as Exhibit 99.1 hereto and is incorporated herein by
reference. Under the certificate of incorporation, as amended, Nextel has the
authority to issue 2,233,883,948 shares of capital stock, which are divided into
nine classes or series as follows:
- 2,060,000,000 shares of class A common stock, par value $0.001 per
share;
- 100,000,000 shares of class B nonvoting common stock, par value $0.001
per share;
- 26,941,933 shares of class A convertible redeemable preferred stock,
stated value $36.75 per share;
- 82 shares of class B convertible preferred stock, stated value $1.00
per share;
- 26,941,933 shares of class C convertible redeemable preferred stock,
stated value $36.75 per share;
- 1,600,000 shares of series D preferred stock;
- 2,200,000 shares of series E preferred stock;
- 800,000 shares of zero coupon convertible preferred stock; and
- 15,400,000 shares of undesignated preferred stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(b) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(c) EXHIBITS.
Exhibit No Exhibit Description
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3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of Nextel
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: May 26, 2000 By: /s/ THOMAS J. SIDMAN
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Thomas J. Sidman
Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No Exhibit Description
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3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of Nextel
99.1 Press Release
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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
NEXTEL COMMUNICATIONS, INC.
IT IS HEREBY CERTIFIED THAT:
1. THE NAME OF THE CORPORATION (HEREINAFTER CALLED THE "CORPORATION")
IS NEXTEL COMMUNICATIONS, INC.
2. THE RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION IS
HEREBY AMENDED BY DELETING THE FIRST SEVEN PARAGRAPHS OF ARTICLE 4
AND BY REPLACING THEM TO READ AS FOLLOWS:
"4. THE TOTAL AUTHORIZED NUMBER OF SHARES OF ALL CLASSES OF
CAPITAL STOCK WHICH THE CORPORATION HAS AUTHORITY TO ISSUE
IS 2,233,883,948 SHARES DIVIDED INTO SIX CLASSES AS
FOLLOWS:
2,060,000,000 SHARES OF CLASS A COMMON STOCK OF THE PAR
VALUE OF $0.001 PER SHARE;
100,000,000 SHARES OF CLASS B NON-VOTING COMMON STOCK OF
THE PAR VALUE OF $0.001 PER SHARE;
26,941,933 SHARES OF CLASS A CONVERTIBLE REDEEMABLE
PREFERRED STOCK OF THE PAR VALUE OF $.01 SHARE;
82 SHARES OF CLASS B CONVERTIBLE PREFERRED STOCK OF THE PAR
VALUE OF $.01 SHARE;
26,941,933 SHARES OF CLASS C CONVERTIBLE REDEEMABLE
PREFERRED STOCK OF THE PAR VALUE OF $.01 SHARE; AND
20,000,000 SHARES OF PREFERRED STOCK OF THE PAR VALUE OF
$0.01 PER SHARE."
3. PURSUANT TO RESOLUTION OF THE OPERATIONS COMMITTEE OF ITS BOARD OF
DIRECTORS, AN ANNUAL MEETING OF THE STOCKHOLDERS OF THE
CORPORATION WAS DULY HELD, UPON NOTICE IN ACCORDANCE WITH SECTION
222 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AT
WHICH MEETING THE NECESSARY NUMBER OF SHARES AS REQUIRED BY
STATUTE WERE VOTED IN FAVOR OF THE AMENDMENT.
4. THE AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION WAS
DULY AUTHORIZED AND ADOPTED IN ACCORDANCE WITH THE PROVISIONS OF
SECTIONS 222 AND 242 OF THE GENERAL CORPORATION LAW OF THE STATE
OF DELAWARE.
SIGNED ON MAY 25, 2000.
/S/ CHRISTIE A. HILL
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CHRISTIE A. HILL
SECRETARY
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EXHIBIT 99.1
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NEWS RELEASE
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[NEXTEL LOGO] NEXTEL COMMUNICATIONS, INC.
2001 Edmund Halley Drive
Reston, VA 20191
MEDIA: BEN BANTA (703) 433-4700
INVESTORS: PAUL BLALOCK (703) 433-4300
NEXTEL TO PROCEED WITH STOCK SPLIT
WILLIAM E. CONWAY, JR. AND MORGAN O'BRIEN RE-ELECTED TO BOARD OF DIRECTORS
AMENDMENT TO INCENTIVE EQUITY PLAN ALSO ADOPTED
RESTON, Va., May 26, 2000 -- The shareholders of Nextel Communications, Inc.
(NASDAQ: NXTL) approved a measure which increases the Company's authorized
common stock from approximately 614 million shares to approximately 2.2 billion
shares at Nextel's Annual Meeting of Stockholders in Reston, Virginia. This vote
allows Nextel to proceed with a 2-for-1 stock split which was approved by
Nextel's board of directors in February. As a result, the new shares will be
distributed on June 6th to shareholders of record as of May 26, 2000.
"Our shareholders gave Nextel a vote of confidence today," said Tim Donahue,
President and CEO of Nextel Communications, Inc. "Nextel has shown the ability
to build a superior wireless network and load it with the highest quality
customers. We now have a capital structure that allows us additional flexibility
in pursuing and attaining our objectives."
Stockholders also approved the re-election of William E. Conway, Jr. and Morgan
O'Brien to Nextel's Board of Directors. Mr. Conway has served on the board of
directors since February, 1997. Mr. O'Brien, a co-founder of Nextel, has served
as board member since 1987 and has been the Vice Chairman of the Board since
March, 1996.
Other measures approved by the shareholders include an amended Incentive Equity
Plan, which increases the number of Class A Common Stock shares available under
the Incentive Equity Plan from 45 million to 90 million shares, and the
appointment of Deloitte and Touche LLP as Nextel's independent auditors for
fiscal year 2000.
Nextel Communications Inc., headquartered in Reston, Va. is a leading provider
of fully integrated wireless communications and has built the largest
guaranteed all-digital wireless network in the United States that covers
thousands of communities across the United States. Nextel and Nextel Partners
Inc. currently serve 97 of the top 100 U.S. markets. The Nextel National
Network offers a fully integrated wireless communications tool with digital
cellular, text/numeric paging and Nextel Direct Connect(R) - a digital two-way
radio feature. In addition, through Nextel International Inc., Nextel has
wireless operations and investments in Canada, Mexico, Argentina, Brazil, the
Philippines, Peru, and Japan. Please visit our web page at
http://www.nextel.com.
# # #
Nextel, the Nextel logo, Nextel Business Plan, Nextel Online and Nextel Direct
Connect are trademarks and/or service marks of Nextel Communications, Inc.
