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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PACTEL CORPORATION
A California Corporation I.R.S. Employer No. 94-2995122
2999 Oak Road
Walnut Creek, CA 94596
(510) 210-3900
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PACTEL CORPORATION RETIREMENT PLAN
Agent for Service:
Lydell L. Christensen
Executive Vice President and Chief Financial Officer
PacTel Corporation
130 Kearny Street
San Francisco, CA 94108
(415) 394-3000
Please send copies of all communications to:
Kristina Veaco, Esq.
Senior Counsel
Pacific Telesis Group
130 Kearny Street
San Francisco, CA 94108
(415) 394-3000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered registered Per Share(2) Price(2) Fee
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Common Stock,
$.01 par value(1) 2,000,000 shs. $23.75 $47,500,000 $16,379.31
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(1) Including associated Series A Participating Preferred Stock purchase
rights.
(2) Estimated in accordance with Rule 457(c) and (h), solely for purposes of
calculating the registration fee, on the basis of the average of the
high and low sale prices on the New York Stock Exchange on January 13,
1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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This Registration Statement will become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are hereby incorporated by reference in
this Registration Statement:
(a) the prospectus filed on December 6, 1993 pursuant to Rule 424(b) under
the Securities Act of 1933, which contains audited financial statements for
the fiscal year ended December 31, 1992, the latest fiscal year of the
Registrant for which such statements have been audited;
(b) all other reports filed pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") since the end of the
fiscal year covered by the prospectus referred to in (a) above; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A (File No. 1-12342) filed on September 10,
1993 pursuant to section 12(b) of the Exchange Act, including any subsequent
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered hereby have been sold or that deregisters all
securities then remaining unsold will be deemed to be incorporated by
reference in this Registration Statement and to be made a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Sections 309 and 317 of the California General Corporation Law authorize the
Registrant to indemnify its directors and officers under certain
circumstances. Such authorization is sufficiently broad to include, under
certain circumstances, indemnification against liability arising under the
Securities Act of 1933. The Registrant's Amended and Restated Articles of
Incorporation provide that the Registrant shall indemnify its directors and
officers to the fullest extent permitted by California law. The Registrant
has entered into separate indemnification agreements with its directors and
officers that require the Registrant, among other things, to indemnify them
against certain liabilities, including derivative claims, which may arise by
reason of their status or service as directors or officers.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Undertaking (d) of Item 9 of this Registration Statement is provided in lieu
of an opinion of counsel concerning compliance with the requirements of ERISA
or an Internal Revenue Service determination letter that the plan is qualified
under section 401 of the Internal Revenue Code.
Pursuant to Rule 102(a) of Regulation S-T, exhibits identified in parentheses
below, on file with the Commission, are incorporated herein by reference as
exhibits hereto.
Exhibit
Number Description
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4 Rights Agreement between PacTel Corporation and the Bank of New York,
Rights Agent, dated as of July 22, 1993 (incorporated by reference to
Exhibit 4.2 of the Registration Statement on Form S-1 filed August 27,
1993 (File No. 33-08012)).
5 Opinion of P. H. White, General Counsel of PacTel Corporation.
15 Letter re unaudited interim financial information.
23(i) Consent of P. H. White (included in Exhibit 5).
23(ii) Consent of Coopers & Lybrand.
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made of
the securities registered hereby, 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 this 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 this Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
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;
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(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 this
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 provisions described in Item 6 of this
Registration Statement, 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 Registrant will submit the PacTel Corporation Retirement Plan to the
Internal Revenue Service and will make all changes thereto, if any, required
by the IRS in order to qualify such Plan.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on January 18,
1994.
PACTEL CORPORATION
By /s/ Mohan S. Gyani
Vice President and Treasurer
* * *
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
Sam Ginn,* Chairman of the Board and Chief Executive Officer (Principal
Executive Officer)
Lydell L. Christensen,* Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Mohan S. Gyani,* Vice President and Treasurer (Principal Accounting Officer)
James R. Harvey,* Director
Paul Hazen,* Director
*By /s/ Mohan S. Gyani
Attorney-in-fact
DATE January 18, 1994
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on January 18, 1994.
PACTEL CORPORATION RETIREMENT PLAN
By: /s/ Mohan S. Gyani
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EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto. All other exhibits are
provided as part of the electronic transmission.
Exhibit
Number Description
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4 Rights Agreement between PacTel Corporation and the Bank of New York,
Rights Agent, dated as of July 22, 1993 (incorporated by reference to
Exhibit 4.2 of the Registration Statement on Form S-1 filed August 27,
1993 (File No. 33-08012)).
5 Opinion of P. H. White, General Counsel of PacTel Corporation.
15 Letter re unaudited interim financial information.
23(i) Consent of P. H. White (included in Exhibit 5).
23(ii) Consent of Coopers & Lybrand.
24 Powers of Attorney.
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Exhibit 5
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Paul H. White
General Counsel
PacTel Corporation
2999 Oak Road
MS 800
Walnut Creek, California 94596
510-210-3800
January 14, 1994
PacTel Corporation
2999 Oak Road
Walnut Creek, CA 94596
Ladies and Gentlemen:
With reference to the registration statement that PacTel Corporation, a
California corporation (the "Company"), proposes to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended,
registering 2,000,000 shares of its common stock, $.01 par value (the
"Shares"), to be issued and sold pursuant to the PacTel Corporation Retirement
Plan (the "Plan"), I am of the opinion that:
(1) the Plan has been duly adopted by the Company, and participations
acquired under the Plan as provided therein will be legally existing
participations in accordance with the terms thereof.
(2) all proper corporate proceedings have been taken so that the Shares
have been duly authorized and, upon issuance and payment therefore in
accordance with the Plan and the resolutions of the Board of Directors
of the Company relating to the adoption of the Plan and the offering
and sale of the Shares thereunder, will be legally issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the registration statement referred to
above. This opinion is limited to the laws of the State of California and the
federal law of the United States of America.
Very truly yours,
/s/ Paul H. White
General Counsel
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Exhibit 23(ii)
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
PacTel Corporation on Form S-8 related to the PacTel Corporation Retirement
Plan of our report dated August 18, 1993 (except for notes B, E, I, L, M, N,
and R as to which the date is November 2, 1993), on our audits of the
financial statements and financial statement schedules of PacTel Corporation
and Subsidiaries, appearing in the registration statement on Form S-1 (SEC
File No. 33-68012) of PacTel Corporation filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand
San Francisco, California
January 17, 1994
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Exhibit 24
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, PACTEL CORPORATION, a California corporation (hereinafter referred
to as the "Corporation"), proposes to file shortly with the Securities and
Exchange Commission (the "SEC"), under the provisions of the Securities Act of
1933, as amended, a Registration Statement on Form S-8 in connection with the
registration of its common stock and interests under the Corporation's
Retirement Plan; and
WHEREAS, each of the undersigned is an officer or director, or both, of the
Corporation, as indicated below under his name;
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
Lydell L. Christensen, Margaret G. Gill, Sam Ginn, Mohan S. Gyani, and Arun
Sarin, and each of them, his attorneys for him in his stead, in each of his
offices and capacities as an officer, director, or both, of the Corporation,
to sign and to file with the SEC such Registration Statement on Form S-8, and
any and all amendments, modifications, or supplements thereto, and any
exhibits thereto, and grants to each of said attorneys full power and
authority to sign and file any and all other documents and to perform and do
all and every act and thing whatsoever requisite and necessary to be done in
and about the premises as fully, to all intents and purposes, as he might or
could do if personally present at the doing thereof, and hereby ratifies and
confirms all that said attorneys may or shall lawfully do, or cause to be
done, by virtue hereof in connection with the registration of the aforesaid
common stock and interests.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand this
11th day of January, 1994.
/s/ Sam Ginn /s/ Lydell L. Christensen
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Sam Ginn Lydell L. Christensen
Chairman of the Board, Executive Vice President
and Chief Executive and Chief Financial
Officer Officer
/s/ Mohan S. Gyani /s/ Paul Hazen
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Mohan S. Gyani Paul Hazen
Vice President and Director
Treasurer
/s/ James R. Harvey
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James R. Harvey
Director
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