<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------------------
AIRTOUCH COMMUNICATIONS, INC.
A Delaware corporation I.R.S. Employer No. 94-3213132
One California Street
San Francisco, CA 94111
---------------------------------
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
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
<TABLE>
<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
- ---------- ---------- ----- ----- ---
<S> <C> <C> <C> <C>
Common Stock $.01 par value (1) 10,000,000 shares (2)$25.875 $258,750,000.00 (3)$89,224.14
</TABLE>
(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 December 11,
1996.
(3) This Registration Statement incorporates by reference Registration
Statements on Form S-8 (file No. 33-57081 and file No. 33-64553),
pursuant to which the registrant registered 13,134,474 and 9,900,000
shares respectively, to be issued pursuant to the AirTouch
Communications, Inc. 1993 Long-Term Stock Incentive Plan, and paid a
fee of $108,108.29 and $98,359.91. This fee relates only to the
additional 10,000,000 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.
<PAGE> 3
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Margaret G. Gill, Senior Vice President Legal,
External Affairs and Secretary
15.1 Letter Re Unaudited Interim Financial Information - Price
Waterhouse LLP
23.1 Consent of Margaret G. Gill, included in Exhibit 5
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Coopers & Lybrand L.L.P
23.4 Consent of Ernst & Young LLP for CCI
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft for Mannesmann
Mobilfunk GmbH
23.6 Consent of Coopers & Lybrand L.L.P. for CMT partners
23.7 Consent of Ernst & Young LLP for New Par
23.8 Consent of Arthur Andersen LLP for Kansas City Cellular
24 Power of Attorney
</TABLE>
3
<PAGE> 4
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 12,
1996.
AIRTOUCH COMMUNICATIONS, INC.
/s/ Mohan S. Gyani
- ----------------------------
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 December
12, 1996
<TABLE>
<CAPTION>
Signature Title
--------- -----
<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
Michael J. Boskin* Director
C. Lee Cox* Director
Donald G. Fisher* Director
Paul Hazen* Director
Arthur Rock* Director
Arun Sarin* Director
George P. Shultz* Director
Charles R. Schwab* Director
</TABLE>
*By: /s/ Mohan S. Gyani
-------------------------
Mohan S. Gyani
Executive Vice President, Chief Financial Officer
Principal Accounting and Principal Financial Officer
Attorney-in-fact
4
<PAGE> 5
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.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Margaret G. Gill, Senior Vice President Legal,
External Affairs and Secretary
15.1 Letter Re Unaudited Interim Financial Information - Price
Waterhouse LLP
23.1 Consent of Margaret G. Gill, included in Exhibit 5
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Coopers & Lybrand L.L.P
23.4 Consent of Ernst & Young LLP for CCI
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft for Mannesmann
Mobilfunk GmbH
23.6 Consent of Coopers & Lybrand L.L.P. for CMT partners
23.7 Consent of Ernst & Young LLP for New Par
23.8 Consent of Arthur Andersen LLP for Kansas City Cellular
24 Power of Attorney
</TABLE>
5
<PAGE> 1
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
December 12, 1996
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
10,000,000 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
- --------------------
Margaret G. Gill
Senior Vice President Legal, External Affairs and Secretary
6
<PAGE> 1
December 12, 1996 EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that AirTouch Communications, Inc. has incorporated by reference
our reports dated May 10, 1996, August 8, 1996 and November 7, 1996 (issued
pursuant to the provisions of Statement on Auditing Standards No. 71) into the
Registration Statement on Form S-8 to be filed on or about December 13, 1996.
We are also aware of our responsibilities under the Securities Act of 1933.
Very truly yours,
/s/ Price Waterhouse LLP
7
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 23,1996, which appears on
page 39 of the AirTouch Communications, Inc. 1995 Annual Report to Stockholders,
which is incorporated by reference in AirTouch Communications, Inc.'s Annual
Report on Form 10-K, as amended, for the year ended December 31, 1995. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedule, which appears on page X-1 of such Annual Report on
Form 10-K, as amended.
/s/ Price Waterhouse LLP
San Francisco, California
December 12, 1996
8
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of AirTouch Communications, Inc. of our report dated March 13, 1995,
on our audits of the consolidated financial statements and financial statement
schedule of AirTouch Communications, Inc., as of December 31, 1994, and for the
years ended December 31, 1994 and 1993, which reports are included in the
AirTouch Communications, Inc.'s 1995 Annual Report on Form 10-K, as amended.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
December 12, 1996
9
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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of AirTouch Communications, Inc. pertaining to AirTouch Communications,
Inc. 1993 Long-Term Stock Incentive Plan of our report dated February 16, 1996,
relating to the consolidated financial statements and schedule of Cellular
Communications, Inc., included in its Annual Report (Form 10-K, as amended) for
the year ended December 31,1995.
/s/ Ernst & Young LLP
New York, New York
December 12, 1996
10
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EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of AirTouch Communications, Inc. of our report dated
February 23,1996 relating to the financial statements of Mannesmann Mobilfunk
GmbH, appearing in AirTouch Communications, Inc.'s Annual Report on Form 10-K/A
No. 1, for the year ended December 31, 1995.
Dusseldorf, Germany
December 12, 1996
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Sheffler Wirtschaftsprufer /s/ Haas Wirtschaftsprufer
- ------------------------------ ----------------------------
Sheffler Wirtschaftsprufer Haas Wirtschaftsprufer
11
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of AirTouch Communications, Inc. of our report dated February 1, 1996,
on our audits of the consolidated financial statements and financial statement
schedule of CMT Partners as of December 31, 1995 and 1994, and for the years
ended December 31, 1995 and 1994 and for the four-month period ended
December 31, 1993, which reports are included in AirTouch Communications, Inc.'s
1995 Annual Report on Form 10-K, as amended.
/s/ Coopers & Lybrand L.L. P.
San Francisco, California
December 12, 1996
12
<PAGE> 1
EXHIBIT 23.7
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of AirTouch Communications, Inc. pertaining to the Airtouch Communications,
Inc., 1993 Long-Term Stock Incentive Plan, of our report dated February 16,
1996, with respect to the consolidated financial statements and schedule of
New Par included in the Annual Report (Form 10-K as amended by Amendment No. 1
on Form 10-K/A) of AirTouch Communications, Inc. for the year ended
December 31, 1995.
/s/ Ernst & Young LLP
Columbus, Ohio
December 12, 1996
13
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EXHIBIT 23.8
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated January
31, 1996, on the financial statements of Kansas Combined Cellular included in
the Form 10-K, as amended, of AirTouch Communications, Inc. for the year ended
December 31, 1995, and to all references to our firm included in this
Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
December 12, 1996
14
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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
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 12th day of December, 1996.
DIRECTORS
By:/s/ Sam Ginn By:/s/ Carol A. Bartz
-------------------------- -----------------------
Sam Ginn Carol A. Bartz
Chairman of the Board and Director
Chief Executive Officer
By:/s/ C. Lee Cox By:/s/ Paul Hazen
-------------------------- -----------------------
C. Lee Cox Paul Hazen
Vice Chairman of the Board Director
By:/s/ Donald G. Fisher By:/s/ Arthur Rock
-------------------------- -----------------------
Donald G. Fisher Arthur Rock
Director Director
By:/s/ Michael J. Boskin By:/s/ George P. Schultz
-------------------------- -----------------------
Michael J. Boskin George P. Shultz
Director Director
15
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By:/s/ Arun Sarin By:/s/ Charles S. Schwab
-------------------------- -----------------------
Arun Sarin Charles S. Schwab
Vice Chairman of the Board Director
OFFICERS
By/s/ Mohan S. Gyani
--------------------------
Mohan S. Gyani
Executive Vice President, Chief Financial Officer
16
