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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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AIRTOUCH COMMUNICATIONS, INC.
A Delaware corporation I.R.S. Employer No. 94-3213132
425 Market Street
San Francisco, CA 94105
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AIRTOUCH COMMUNICATIONS, INC. EMPLOYEE STOCK PURCHASE PLAN
Agent for Service:
Lydell L. Christensen
Executive Vice President and Chief Financial Officer
AirTouch Communications, Inc.
425 Market Street
San Francisco, CA 94105
(415) 658-2000
Please send copies of all communications to:
Kristina Veaco, Esq.
AirTouch Communications, Inc.
425 Market Street
San Francisco, CA 94105
(415) 658-2000
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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 Per Offering Registration
Registered registered Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock
$.01 par value(2) 2,328,646 shs $24.065625 $56,040,321.39 $19,324.25
=================================================================================================================
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(1) 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
December 22, 1994. The fair market value per share is discounted 15%
to reflect the 15% discount at which the underlying shares will be
offered.
(2) Including associated Series A Participating Preferred Stock purchase
rights.
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 Registrant's Form 10-K for the period ending December 31, 1993,
Form 10-Q for the period ending March 31, 1994, Form 10-Q for the
period ending June 30, 1994, Form 10-Q for the period ending
September 30, 1994, Form 8-K date of report January 20, 1994, Form
8-K date of report July 25, 1994, Form 8-K date of report September
19, 1994, Form 8-K date of report October 20, 1994, and Form 8-K
date of report December 15, 1994, and
(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.
Section 145 of the Delaware General Corporation Law (the "Delaware GCL")
permits the Company's board of directors to indemnify any person against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding in which such
person is made a party by reason of his being or having been a director,
officer, employee or agent of the Company, in terms sufficiently broad to
permit such indemnification under certain circumstances for liabilities
(including reimbursement for expenses incurred) arising under the Securities
Act of 1933, as amended (the "Act"). Section 145 provides that
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indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any by-law, agreement,
vote of stockholders or disinterested directors, or otherwise.
Article EIGHTH of the Company's Certificate of Incorporation provides for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by law.
As permitted by sections 102 and 145 of the Delaware GCL, Article NINTH of the
Company's Certificate of Incorporation eliminates a director's personal
liability for monetary damage to the Company and its stockholders arising from
a breach or alleged breach of director's fiduciary duty except to the extent
not permitted under the Delaware GCL.
In addition the Company has entered into separate indemnification agreements
with its directors and officers that require the Company, among other things,
to indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers to the fullest extent not prohibited
by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
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<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4 Rights Agreement between AirTouch Communications, Inc. and the Bank of New York,
Rights Agent, dated as of September 19, 1994 (Form 8-K Date of Report
December 15, 1994; File No. 1-12342)
5 Opinion of P. H. White, General Counsel of AirTouch Communications, Inc.
15 Letter Re Unaudited Interim Financial Information
23.i Consent of P. H. White, included in Exhibit 5
23.ii Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney
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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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(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;
(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.
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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
December 27, 1994.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ Mohan S. Gyani
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Mohan S. Gyani
Vice President, Finance 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 indicated
on December 27, 1994.
Signature Title
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Sam Ginn* Principal Executive Officer
Chairman of the Board and Chief
Executive Officer
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Lydell L. Christensen* Principal Financial Officer
Executive Vice President and
Chief Financial Officer
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Carol A. Bartz* Director
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Donald G. Fisher* Director
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James R. Harvey* Director
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Paul Hazen* Director
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Arthur Rock* Director
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George P. Shultz* Director
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C. Lee Cox* Director
*By: /s/ Mohan S. Gyani
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Mohan S. Gyani
Vice President, Finance and Treasurer
Principal Accounting Officer
Attorney-in-fact
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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.
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Exhibit
Number Description
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<S> <C>
4 Rights Agreement between AirTouch Communications, Inc. and the Bank of New York,
Rights Agent, dated as of September 19, 1994 (Form 8-K Date of Report
December 15, 1994; File No. 1-12342)
5 Opinion of P. H. White, General Counsel of AirTouch Communications, Inc.
15 Letter Re Unaudited Interim Financial Information
23.i Consent of P.H. White, included in Exhibit 5
23.ii Consent of Coopers & Lybrand L.L.P.
24 Power of Attorney
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Exhibit 5
Paul H. White
General Counsel
AirTouch Communications, Inc.
2999 Oak Road
MS 800
Walnut Creek, CA 94596
(510) 210-3800
December 27, 1994
AirTouch Communications, Inc.
425 Market Street
San Francisco, CA 94105
Ladies and Gentlemen:
With reference to the registration statement that AirTouch Communications,
Inc., a Delaware corporation (the "Company"), proposes to file with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, registering 2,328,646 shares of its common stock, $.01 par value (the
"Shares"), to be issued and sold pursuant to the AirTouch Communications, Inc.
Employee Stock Purchase Plan (the "Plan"), I am of the opinion that:
(1) the Plan has been duly adopted by the Company.
(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 non-assessable.
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
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Paul H. White
General Counsel
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Exhibit 15
December 27, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: AirTouch Communications, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We are aware that our reports dated May 6, 1994, July 26, 1994, and
November 9, 1994 on our review of interim financial information of AirTouch
Communications for the periods ended March 31, 1994, June 30, 1994 and
September 30, 1994, respectively, and included in the Company's quarterly
reports on Form 10-Q for the quarters then ended are incorporated by reference
in this registration statement. Pursuant to Rule 436(c) under the Securities
Act of 1933, these reports should not be considered part of the registration
statement prepared or certified by us within the meaning of Sections 7 and 11
of that Act.
Very truly yours,
/s/ Coopers and Lybrand L.L.P.
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Coopers and Lybrand L.L.P.
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Exhibit 23.ii
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
AirTouch Communications, Inc. on Form S-8 relating to the AirTouch
Communications, Inc. Employee Stock Purchase Plan of our report dated March 3,
1994 (except Notes B, L, and R as to which the date is March 9, 1994) on our
audit of the consolidated financial statements and financial statement
schedules of AirTouch Communications (formerly PacTel Corporation) and
subsidiaries as of December 31, 1993 and 1992, and for each of the three years
in the period ended December 31, 1993.
San Francisco, California /s/ COOPERS & LYBRAND L.L.P.
December 27, 1994 ----------------------------
COOPERS & LYBRAND L.L.P.
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
WHEREAS, AIRTOUCH COMMUNICATIONS, INC., a Delaware 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, three Registration Statements on Form S-8
in connection with the Corporation's 1993 Long-Term Stock Incentive Plan,
Employee Stock Purchase Plan and the 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/her attorneys for him/her in his stead, in
each of his/her offices and capacities as an officer, director, or both, of the
Corporation, to sign and to file with the SEC such Registration Statements 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.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his hand
this 19th day of September, 1994.
DIRECTORS
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<S> <C>
/s/ Sam Ginn /s/ Carol A. Bartz
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Sam Ginn Carol A. Bartz
Chairman of the Board Director
Chief Executive Officer and Director
/s/ C. Lee Cox /s/ Paul Hazen
- ------------------------- --------------------
C. Lee Cox Paul Hazen
President, Chief Operating Officer and Director Director
/s/ Donald G. Fisher /s/ Arthur Rock
- ------------------------- --------------------
Donald G. Fisher Arthur Rock
Director Director
/s/ James R. Harvey /s/ George P. Shultz
- ------------------------- --------------------
James R. Harvey George P. Shultz
Director Director
OFFICERS
/s/ Lydell L. Christensen /s/ Mohan S. Gyani
- ------------------------- --------------------
Lydell L. Christensen Mohan S. Gyani
Executive Vice President and Chief Financial Officer Vice President and
Treasurer
</TABLE>
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