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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
One California Street
San Francisco, CA 94111
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AIRTOUCH COMMUNICATIONS, INC. 1993 LONG-TERM STOCK INCENTIVE PLAN
Agent for Service:
Margaret G. Gill
Senior Vice President Legal, External Affairs and Secretary
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
(415) 658-2000
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Please send copies of all communications to:
Kristina Veaco, Esq.
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
(415) 658-2000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered registered Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock $.01 par value (1) 9,900,000 shares $28.8125(2) $285,243,750.00 $98,359.91(3)
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(1) Including associated Series A Participating Preferred Stock purchase
rights.
(2) Estimated in accordance with Rule 457(c), 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 November 21, 1995.
(3) This Registration Statement incorporates by reference Registration
Statement on Form S-8 (File No. 33-57081), pursuant to which the
registrant registered 13,134,474 shares to be issued pursuant to the
AirTouch Communications, Inc. 1993 Long-Term Stock Incentive Plan, and paid
a fee of $108,108.29. This fee relates only to the additional 9,900,000
Shares being registered hereby, in accordance with Instruction E of Form
S-8.
This Registration Statement will become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
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The contents of the registrant's Registration Statement on Form S-8
filed December 27, 1994 (No. 33-57081) are incorporated herein by reference.
2
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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
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<S> <C>
5 Opinion of Margaret G. Gill, Senior Vice President Legal,
External Affairs and Secretary
15.i Letter Re Unaudited Interim Financial Information - Coopers &
Lybrand L.L.P.
15.ii Letter Re Unaudited Interim Financial Information - Price
Waterhouse LLP
23.i Consent of Margaret G. Gill, included in Exhibit 5
23.ii Consent of Coopers & Lybrand L.L.P., independent accountants
23.iii Consent of Coopers & Lybrand L.L.P. (CMT Partners)
23.iv Consent of Ernst & Young (New Par)
23.v Consent of Ernst & Young (CCI)
23.vi Consent of KPMG Deutsche Trenand-Loesellschaft (Mannesmann Mobilfunk)
24 Power of Attorney
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3
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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 November 22,
1995.
AIRTOUCH COMMUNICATIONS, INC.
/s/ Mohan S. Gyani
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By: Mohan S. Gyani
Executive Vice President, Chief Financial Officer
* * *
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities on November
22, 1995
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Signature Title
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<S> <C>
Sam Ginn* Principal Executive Officer
Chairman of the Board and Chief
Executive Officer
Mohan S. Gyani* Principal Financial Officer
Principal Accounting Officer
Executive Vice President and Chief
Financial Officer
Carol A. Bartz* Director
Donald G. Fisher* Director
James R. Harvey* Director
Paul Hazen* Director
Arthur Rock* Director
Arun Sarin* Director
George P. Shultz* Director
Charles R. Schwab* Director
C. Lee Cox* Director
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*By: /s/ Mohan S. Gyani
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Mohan S. Gyani
Executive Vice President, Chief Financial Officer
Principal Accounting and Principal Financial Officer
Attorney-in-fact
4
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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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<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Margaret G. Gill, Senior Vice President Legal,
External Affairs and Secretary
15.i Letter Re Unaudited Interim Financial Information - Coopers &
Lybrand L.L.P.
15.ii Letter Re Unaudited Interim Financial Information - Price
Waterhouse LLP
23.i Consent of Margaret G. Gill, included in Exhibit 5
23.ii Consent of Coopers & Lybrand L.L.P., independent accountants
23.iii Consent of Coopers & Lybrand L.L.P. (CMT Partners)
23.iv Consent of Ernst & Young LLP (New Par)
23.v Consent of Ernst & Young LLP (CCI)
23.vi Consent of KPMG Deutsche Treuhand-Gesellschaft (Mannesmann
Mobilfunk)
24 Power of Attorney
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5
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Exhibit 5
Margaret G. Gill
Senior Vice President Legal, External Affairs and Secretary
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
(415) 658-2000
November 22, 1995
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
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
9,900,000 shares of its common stock, $.01 par value (the "Shares"), to be
issued and sold pursuant to the AirTouch Communications, Inc. 1993 Long Term
Stock Incentive 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 Delaware and the federal law of
the United States of America.
Very truly yours,
/s/ Margaret G. Gill
Senior Vice President Legal, External Affairs and Secretary
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Exhibit 15.i
November 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: AirTouch Communications, Inc.
Registration Statement on Form S-8 1993 Long-Term Stock
Incentive Plan
Ladies and Gentlemen:
We are aware that our reports dated May 11, 1995 and August 10, 1995 on our
review of interim financial information of AirTouch Communications, Inc. for
the periods ended March 31, 1995 and June 30, 1995, 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 & Lybrand L.L.P.
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Exhibit 15.ii
November 21, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Ladies and Gentlemen:
We are aware that AirTouch Communications, Inc. has included our report dated
November 10, 1995 (issued pursuant to the provisions of Statement on Auditing
Standards No. 71) in the Registration Statement on Form S-8 to be filed on or
about November 22, 1995. We are also aware of our responsibilities under the
Securities Act of 1933.
Very truly yours,
/s/ Price Waterhouse LLP
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Exhibit 23.ii
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 pertaining to the AirTouch Communications, Inc. 1993 Long-Term
Stock Incentive Plan, of our report dated March 13, 1995 on our audit of the
consolidated financial statements and related financial statement schedule of
AirTouch Communications, Inc. as of December 31, 1994. We also consent to the
reference to our firm under the caption "Experts."
San Francisco, California /s/ COOPERS & LYBRAND L.L.P.
November 21, 1995
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Exhibit 23.iii
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference, in this registration statement on
Form S-8 pertaining to AirTouch Communications, Inc. 1993 Long-Term Stock
Incentive Plan, of our report dated January 30, 1995 on our audit of the
consolidated financial statements of CMT Partners included in the Annual Report
on Form 10-K of AirTouch Communications, Inc. for the year ended December 31,
1994. We also consent to the reference to our firm under the caption
"Experts."
San Francisco, California /s/ COOPERS & LYBRAND L.L.P.
November 21, 1995
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Exhibit 23. iv
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the AirTouch Communications, Inc. 1993 Long-Term Stock
Incentive Plan of our report dated February 14, 1995, with respect to the
consolidated financial statements and schedule of New Par (A Partnership)
included in AirTouch Communications, Inc.'s Annual Report (Form 10-K) for the
year ended December 31, 1994, filed with the Securities and Exchange Commission.
Columbus, Ohio /s/ ERNST & YOUNG LLP
November 16, 1995
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Exhibit 23. v
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the AirTouch Communications, Inc. 1993 Long-Term Stock
Incentive Plan of our report dated February 16, 1995, with respect to the
consolidated financial statements and schedule of Cellular Communications, Inc.
included in AirTouch Communications, Inc.'s Annual Report (Form 10-K) for the
year ended December 31, 1994, filed with the Securities and Exchange Commission.
New York, New York /s/ ERNST & YOUNG LLP
November 16, 1995
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Exhibit 23.vi
Consent of Independent Auditors
The Board of Directors and Capital Subscribers
Mannesmann Mobilfunk GmbH
We consent to incorporation by reference in this registration statement of
AirTouch Communications, Inc. on Form S-8 relating to the AirTouch
Communications, Inc. 1993 Long-Term Stock Incentive Plan of our report, dated
February 27, 1995, relating to the balance sheets of Mannesmann Mobilfunk GmbH
as of December 31, 1994 and 1993, and the related statements of income, capital
subscribers' equity, and cash flows for the years ended December 31, 1994, 1993,
1992, which appears in the December 31, 1994 annual report on Form 10-K of
AirTouch Communications, Inc.
Dusseldorf, Germany, November 20, 1995
KPMG Deutschc Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Scheffler Wirtschaftsprufer /s/ Hass Wirtschaftsprufer
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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, a Registration Statement on Form S-8 in
connection with the Corporation's 1993 Long-Term Stock Incentive 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
16th day of November, 1995.
DIRECTORS
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<S> <C>
By: /s/ Sam Ginn By: /s/ Carol A. Bartz
Chairman of the Board Director
Chief Executive Officer and Director
By: /s/ C. Lee Cox By: /s/ Paul Hazen
Vice Chairman of the Board Director
By: /s/ Donald G. Fisher By: /s/ Arthur Rock
Director Director
By: /s/ James R. Harvey By: /s/ George P. Shultz
Director Director
By: /s/ Arun Sarin By: /s/ Charles S. Schwab
Vice Chairman of the Board Director
OFFICERS
By: /S/ Mohan S. Gyani
Executive Vice President
Chief Financial Officer
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