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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.
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
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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 (1) Share Price Fee (4)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par value (3) 1,924,001 shs $27.25(4) $52,429,027.25 $18,078.97
6% Class B Mandatorily Convertible 16,875 shs $28.69(5) $ 484,143.75 $ 166.95
Preferred STOCK, Series 1996, par
value $.01 per share ("Class B
Preferred")
4.25% Class C Convertible Stock 10,837 shs $47.31(5) $ 512,698.47 $ 176.79
Series 1996, par Preferred value
$.01 per share ("Class C Preferred")
Units of Class B Preferred and
Class C Preferred ("Units")(2)
Total 1,951,713 shs $18,422.71
=========================================================================================================================
</TABLE>
(1) This Registration Statement relates to 1,924,001 shares of Common
Stock, 16,875 shares of Class B Preferred and 10,837 shares of
Class C Preferred of the Registrant pursuant to the Agreement and
Plan of Merger dated as of April 15, 1996, as amended and restated as
of July 17, 1996, between AirTouch Communications, Inc., AirTouch
Cellular and Cellular Communications, Inc. ("CCI") upon the exercise
of outstanding options formerly representing the right to purchase CCI
stock under the CCI 1991 Stock Option Plan or the CCI Non-Employee
Director Stock Option Plan (the "CCI Option Plans") into options to
purchase AirTouch Communications, Inc. Common Stock or AirTouch
Communications, Inc. Preferred Stock.
(2) At the effective time of the merger, the Class B Preferred and Class C
Preferred will have automatically separated, such that holders of
options of CCI stock will not receive Units but only the underlying
shares of Class B Preferred and Class C Preferred to the extent they
are to receive securities rather than cash as a result of the merger.
(3) The Common Stock being registered includes associated Preferred Stock
purchase rights.
(4) Estimated in accordance with Rule 457(h) and (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 August
14, 1996.
(5) Estimated in accordance with Rule 457(h) and (c), solely for purposes
of calculating the registration fee, on the basis of the average of
the bid and asked prices on August 15, 1996.
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, as amended, for the period ending
December 31, 1995, Form 10-Q for the period ending March 31, 1996,
Form 10-Q for the period ending June 30, 1996, Form 8-K Date of
Report February 1, 1996, Form 8-K Date of Report April 9, 1996, Form
8-K Date of Report April 26, 1996, Form 8-K Date of Report May 31,
1996, Form 8-K Date of Report July 2, 1996, Form 8-K Date of Report
July 3, 1996 and Form 8-K Date of Report July 15, 1996; 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 Form 10-K 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
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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 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.
Exhibit
Number Description
4 Rights Agreement between AirTouch Communications, Inc. and the
Bank of New York, Rights Agent, dated as of September 19, 1994
(AirTouch Communications, Inc. Form 8-K Date of Report December
15, 1994; File No. 1-12342).
5 Opinion of Margaret G. Gill, Senior Vice President Legal,
External Affairs and Secretary of AirTouch Communications, Inc.
15.1 Letter Re Unaudited Interim Financial Information of Price
Waterhouse LLP.
15.2 Letter Re Unaudited Interim Financial Information of Coopers &
Lybrand L.L.P.
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.
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23.8 Consent of Arthur Andersen LLP for U S WEST NewVector Group,
Inc. and subsidiaries.
23.9 Consent of Arthur Andersen LLP for Kansas City Cellular.
24 Power 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 (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; and
(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
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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 August 16,
1996.
AIRTOUCH COMMUNICATIONS, INC.
By: /s/ 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 August
16, 1996
Signature Title
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
Michael Boskin* Director
Paul Hazen* Director
Arthur Rock* Director
Arun Sarin* Director
George P. Shultz* Director
Charles R. Schwab* Director
C. Lee Cox* Director
*By: /s/ Mohan S. Gyani
--------------------------------------------------------------
Executive Vice President, Chief Financial Officer
Principal Accounting Officer and Principal Financial 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.
Exhibit
Number Description
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 Margaret G. Gill, Senior Vice President Legal,
External Affairs and Secretary of AirTouch Communications, Inc.
15.1 Letter Re Unaudited Interim Financial Information of Price
Waterhouse LLP.
15.2 Letter Re Unaudited Interim Financial Information of Coopers &
Lybrand L.L.P.
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 U S WEST NewVector Group,
Inc. and subsidiaries.
23.9 Consent of Arthur Andersen LLP for Kansas City Cellular.
24 Power of Attorney.
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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
August 16, 1996
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
Ladies and Gentlemen:
This opinion is being delivered in connection with the Registration Statement on
Form S-8 filed by AirTouch Communications, Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, registering___________shares of its Common Stock, $.01 par
value , __________ shares of its 6% Class B Mandatorily Convertible Preferred
Stock, Series 1996, par value $.01 per share ("Class B Preferred Stock"),
and_________ shares of its 4.25% Class C Convertible Preferred Stock Series
1996, par value $.01 per share ("Class C Preferred Stock"), to be issued
pursuant to the Agreement and Plan of Merger dated as of April 15, 1996, as
amended and restated as of July 17, 1996 (the "Merger Agreement"), between
AirTouch Communications, Inc, AirTouch Cellular and Cellular Communications,
Inc. ("CCI") upon the exercise of outstanding options formerly representing the
right to purchase CCI stock under the CCI 1991 Stock Option Plan or the CCI
Non-Employee Director Stock Option Plan (collectively, the "CCI Option Plans");
I am of the opinion that each share of Class B Preferred Stock, Class C
Preferred Stock and Common Stock, when issued, sold and delivered in accordance
with the CCI Option Plans, the Merger Agreement and the resolutions of the Board
of Directors of the Company relating to the Merger Agreement, 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 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
9
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EXHIBIT 15.1
August 16, 1996
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 and August 8, 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 August 19, 1996. 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 15.2
August 16, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: AirTouch Communications, Inc.
Registration Statement on Form S-8
We are aware that our report dated May 10, 1995 on our review of interim
financial information of AirTouch Communications, Inc. for the period ended
March 31, 1995 and included in the Company's quarterly report on Form 10-Q for
the quarter ended March 31, 1996 is incorporated by reference in this
registration statement. Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a 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 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
August 16, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
From S-8 of AirTouch Communications, Inc. of our reports 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
AirTouch Communications, Inc.'s 1995 Annual Report on Form 10-K, as amended.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
August 16, 1996
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EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the Registration Statement on Form
S-8 of AirTouch Communications, Inc. pertaining to AirTouch Communications, Inc.
stock options 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) for the year ended December 31, 1995.
/s/ERNST & YOUNG LLP
New York, New York
August 16, 1996
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EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTS
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, August 16, 1996
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Scheffler Wirtschaftsprufer /s/ Momken Wirtschaftsprufer
- ------------------------------- ---------------------------------
Scheffler Momken
Wirtschaftsprufer Wirtschaftsprufer
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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 reports 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
August 16, 1996
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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. to be filed on August 19, 1996, 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
August 16, 1996
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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 of our report dated February 12, 1996
included in AirTouch Communications, Inc.'s Form 8-K dated July 2, 1996, and to
all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado
August 16, 1996
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EXHIBIT 23.9
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
August 16, 1996
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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 Agreement and Plan of Merger dated as of April 15, 1996, as
amended and restated as of July 17, 1996, between this Corporation, AirTouch
Cellular and Cellular Communications, Inc. ("CCI") and the conversion of options
outstanding to purchase CCI stock under the CCI Option Plans into options to
purchase AirTouch common stock or AirTouch preferred stock, 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, and Mohan S. Gyani, 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 8th day of August, 1996.
DIRECTORS
/s/ Carol A. Bartz /s/ C. Lee Cox
Director Vice Chairman of the Board
/s/Michael Boskin /s/Sam Ginn
Director Chairman of the Board
Chief Executive Officer
/s/ Donald G. Fisher /s/ Arun Sarin
Director Vice Chairman of the Board
/s/Paul Hazen /s/Charles R. Schwab
Director Director
/s/Arthur Rock /s/George P. Shultz
Director Director
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