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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 RETIREMENT 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 Maximum Proposed
Title of Offering Maximum
Securities Amount Price Per Aggregate Amount of
to be to be Share Offering Registration
Registered registered Price Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par value (1) 5,000,000 shares $36.5625 (2) $182,812,500.00 $55,937.73
=========================================================================================================================
</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 September 19, 1997.
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.
This Registration Statement will become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.
The contents of the registrant's Registration Statement on Form S-8 filed
December 27, 1994, No. 33-57083, are incorporated herein by reference.
<PAGE> 2
Item 8. Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number Description
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 Cellular Communications, Inc.
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
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 Combined Cellular
24 Power of Attorney
2
<PAGE> 3
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 September 24,
1997.
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
September 24, 1997.
<TABLE>
<CAPTION>
Signature Title
<S> <C>
/s/ SAM GINN* Chairman of the Board and Chief Executive Officer
-------------------------------- (Principal Executive Officer)
Sam Ginn
/s/ MOHAN S. GYANI* Executive Vice President and Chief Financial Officer
-------------------------------- (Principal Financial Officer
Mohan S. Gyani Principal Accounting Officer)
/s/ ARUN SARIN* President, Chief Operating Officer and Director
--------------------------------
Arun Sarin
/s/ MICHAEL J. BOSKIN*
--------------------------------
Michael J. Boskin Director
/s/ C. LEE COX*
--------------------------------
C. Lee Cox Director
/s/ PAUL HAZEN*
--------------------------------
Paul Hazen Director
/s/ GEORGE P. SHULTZ* Director
--------------------------------
George P. Shultz*
/s/ CHANG-LIN TIEN* Director
--------------------------------
Chang-Lin Tien
*By: /s/ Mohan S. Gyani
-------------------------------
Mohan S. Gyani
Attorney-in-fact
</TABLE>
3
<PAGE> 4
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
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 Cellular Communications, Inc.
23.5 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft
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 Combined Cellular
24 Power of Attorney
4
<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
September 24, 1997
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
5,000,000 shares of its common stock, $.01 par value (the "Shares"), to be
issued and sold pursuant to the AirTouch Communications Retirement 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
<PAGE> 1
Exhibit 15.1
September 24, 1997
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 8, 1997 and August 7, 1997 (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 September 24, 1997. 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 23.2
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 25, 1997, which appears on
page 27 of the AirTouch Communications, Inc. 1996 Annual Report to Stockholders,
which is incorporated by reference in AirTouch Communications, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1996. 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.
/s/ Price Waterhouse LLP
San Francisco, California
September 24, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of AirTouch Communications, Inc. of our report dated March 13, 1995,
on our audit of the consolidated financial statements and financial statement
schedule of AirTouch Communications, Inc. for the year ended December 31, 1994,
which report is included in AirTouch Communications, Inc.'s 1996 Annual Report
on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
September 24, 1997
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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
Retirement Plan of our report dated February 16, 1996, with respect 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, 1996.
/s/ Ernst & Young LLP
New York, New York
September 24, 1997
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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 19, 1997 relating to the financial statements of Mannesmann Mobilfunk
GmbH, appearing in AirTouch Communications, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1996.
Dusseldorf, Germany, September 24, 1997
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Scheffler /s/ Haas
- ------------------------------- -------------------------------
Scheffler Wirtschaftsprufer Haas Wirtschaftsprufer
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Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of AirTouch Communications, Inc. of our report dated February 14,
1997, on our audits of the consolidated financial statements and financial
statement schedule of CMT Partners as of December 31, 1996, and 1995, and for
the three years ended December 31, 1996, 1995, and 1994, which report is
included in AirTouch Communications, Inc.'s 1996 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
September 24, 1997
<PAGE> 1
Exhibit 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of AirTouch Communications, Inc. (pertaining to the AirTouch
Communications, Inc. Retirement Plan) of our report dated February 16, 1996,
with respect to the consolidated financial statements and schedule of New Par (a
Partnership) incorporated by reference in the Annual Report (Form 10-K) of
AirTouch Communications, Inc. for the year ended December 31, 1996.
/s/ Ernst & Young LLP
Columbus, Ohio
September 24, 1997
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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
24, 1997, on the financial statements of Kansas Combined Cellular included in
the Form 10-K, of AirTouch Communications, Inc. for the year ended December 31,
1996, and to all references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
September 24, 1997
<PAGE> 1
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 AirTouch Communications 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 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 24th day of September, 1997.
DIRECTORS
By: /s/ Sam Ginn By: /s/ Arun Sarin
-------------------------------- ----------------------------------
Sam Ginn Arun Sarin
Chairman of the Board and President, Chief Operating Officer
Chief Executive Officer and Director
By: /s/ Michael J. Boskin By: /s/ C. Lee Cox
-------------------------------- ----------------------------------
Michael J. Boskin C. Lee Cox
Director Director
By: /s/ Paul Hazen By: /s/ George P. Shultz
-------------------------------- ----------------------------------
Paul Hazen George P. Shultz
Director Director
By: /s/ Chang-Lin Tien
--------------------------------
Chang-Lin Tien
Director
OFFICERS
By: /s/ Mohan S. Gyani
--------------------------------
Mohan S. Gyani
Executive Vice President, Chief Financial Officer
