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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, 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:
Sharon A. Le Duy, Esq.
AirTouch Communications, Inc.
One California Street
San Francisco, CA 94111
(415) 658-2000
------------------------------------
CALCULATION OF REGISTRATION FEE
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<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) 15,000,000 shares $49.3125(2) $739,687,500 $218,208
=========================================================================================================
</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 April 16,
1998.
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 Statements on Form S-8
(File Nos. 33-57081, 33-64553 and 333-17891), are incorporated herein by
reference.
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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
- ------ -----------
<S> <C>
5 Opinion of Margaret G. Gill, Senior Vice President Legal, External
Affairs and Secretary
23.1 Consent of Margaret G. Gill, included in Exhibit 5
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP for Cellular Communications, Inc.
23.4 Consent of KPMG Deutsche Treuhand-Gesellschaft for Mannesmann
Mobilfunk GmbH
23.5 Consent of Coopers & Lybrand L.L.P. for CMT Partners
23.6 Consent of Ernst & Young LLP for New Par
23.7 Consent of Arthur Andersen LLP for Kansas Combined Cellular
24 Power of Attorney
</TABLE>
2
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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 April 20,
1998.
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 April
__, 1998.
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<CAPTION>
Signature Title
--------- -----
<S> <C>
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)
ARUN SARIN* President, Chief Operating Officer and Director
- ---------------------------------
Arun Sarin
CAROL A. BARTZ* Director
- ---------------------------------
Carol A. Bartz
MICHAEL J. BOSKIN* Director
- ---------------------------------
Michael J. Boskin
C. LEE COX* Director
- ---------------------------------
C. Lee Cox
DONALD G. FISHER* Director
- ---------------------------------
Donald G. Fisher
PAUL HAZEN* Director
- ---------------------------------
Paul Hazen
ARTHUR ROCK* Director
- ---------------------------------
Arthur Rock
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3
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<TABLE>
<S> <C>
- ---------------------------------
Charles R. Schwab Director
GEORGE P. SHULTZ* Director
- ---------------------------------
George P. Shultz
CHANG-LIN TIEN* Director
- ---------------------------------
Chang-Lin Tien
*By: /s/ MOHAN S. GYANI
- ---------------------------------
Mohan S. Gyani
Attorney-in-fact
</TABLE>
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.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Margaret G. Gill, Senior Vice President Legal, External
Affairs and Secretary
23.1 Consent of Margaret G. Gill, included in Exhibit 5
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Ernst & Young LLP for Cellular Communications, Inc.
23.4 Consent of KPMG Deutsche Treuhand-Gesellschaft for Mannesmann
Mobilfunk GmbH
23.5 Consent of Coopers & Lybrand L.L.P. for CMT partners
23.6 Consent of Ernst & Young LLP for New Par
23.7 Consent of Arthur Andersen LLP for Kansas Combined Cellular
24 Power of Attorney
</TABLE>
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
April 20, 1998
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
15,000,000 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
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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 March 2, 1998, which appears on page
29 of the AirTouch Communications, Inc. 1997 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, 1997. 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
April 20, 1998
7
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Exhibit 23.3
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
Long-Term Stock Incentive 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, 1995.
/s/ Ernst & Young LLP
New York, New York
April 20, 1998
8
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Exhibit 23.4
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 16, 1998 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, 1997.
Dusseldorf, Germany, April 20, 1998
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Sheffler Wirtschaftsprufer /s/ Haas Wirtschaftsprufer
- ------------------------------ -----------------------------------
Sheffler Wirtschaftsprufer Haas Wirtschaftsprufer
9
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Exhibit 23.5
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 23, 1998,
on our audits of the consolidated financial statements and financial statement
schedule of CMT Partners as of December 31, 1997, 1996, and 1995, which report
is included in AirTouch Communications, Inc.'s 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L. P.
San Francisco, California
April 20, 1998
10
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Exhibit 23.6
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. Long-Term Stock Incentive 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, 1997.
/s/ Ernst & Young LLP
Columbus, Ohio
April 20, 1998
11
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Exhibit 23.7
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,
1997, and to all references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Kansas City, Missouri
April 20, 1998
12
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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 AirTouch Communications, Inc. 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 Statement 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 April, 1998.
DIRECTORS
By: /s/ SAM GINN By: /s/ ARUN SARIN
--------------------------- ------------------------------
Sam Ginn Arun Sarin
Chairman of the Board and President, Chief Operating
Chief Executive Officer Officer and Director
By: /s/ CAROL A. BARTZ By: /s/ MICHAEL J. BOSKIN
--------------------------- ------------------------------
Carol A. Bartz Michael J. Boskin
Director Director
By: /s/ C. LEE COX By: /s/ DONALD G. FISHER
--------------------------- ------------------------------
C. Lee Cox Donald G. Fisher
Director Director
By: /s/ PAUL HAZEN By: /s/ ARTHUR ROCK
--------------------------- ------------------------------
Paul Hazen Arthur Rock
Director Director
By: By: /s/ GEORGE P. SHULTZ
---------------------------- ------------------------------
Charles R. Schwab George P. Shultz
Director Director
By: /s/ CHANG-LIN TIEN
---------------------------
Chang-Lin Tien
Director
OFFICERS
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OFFICERS
By: /s/ MOHAN S. GYANI By: /s/ MARGARET G. GILL
--------------------------- -----------------------------
Mohan S. Gyani Margaret G. Gill
Executive Vice President, Senior Vice President,
Chief Financial Officer Legal, External Affairs
and Secretary
14
