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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. EMPLOYEE STOCK PURCHASE 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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===============================================================================================================
Proposed
Title of Proposed 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) 5,000,000 shares $55.5625 (2) $277,812,500 $77,232
===============================================================================================================
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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 5, 1998.
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. 33-57077, 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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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 - PricewaterhouseCoopers LLP
23.1 Consent of Margaret G. Gill, included in Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP for AirTouch Communications, Inc. and CMT
Partners
23.3 Consent of Ernst & Young LLP for Cellular Communications, Inc.
23.4 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft for Mannesmann
Mobilfunk GmbH
23.5 Consent of Ernst & Young LLP for New Par
23.6 Consent of Arthur Andersen LLP for Kansas Combined Cellular
23.7 Consent of Arthur Andersen LLP for U S WEST New Vector Group, Inc.
24 Power of Attorney
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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 9,
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 November
9, 1998.
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Signature Title
--------- -----
<S> <C>
/s/ SAM GINN
- -------------------------------------
Sam Ginn Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
/s/ MOHAN S. GYANI
- -------------------------------------
Mohan S. Gyani Executive Vice President and Chief Financial Officer
(Principal Financial Officer
Principal Accounting Officer)
/s/ ARUN SARIN
- -------------------------------------
Arun Sarin President, Chief Operating Officer and Director
/s/ CAROL A. BARTZ
- -------------------------------------
Carol A. Bartz Director
/s/ MICHAEL J. BOSKIN
- -------------------------------------
Michael J. Boskin Director
/s/ C. LEE COX
- -------------------------------------
C. Lee Cox Director
/s/ DONALD G. FISHER
- -------------------------------------
Donald G. Fisher Director
/s/ PAUL HAZEN
- -------------------------------------
Paul Hazen Director
/s/ ARTHUR ROCK
- -------------------------------------
Arthur Rock Director
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<S> <C>
/s/ CHARLES R. SCHWAB
- -------------------------------------
Charles R. Schwab Director
/s/ GEORGE P. SHULTZ
- -------------------------------------
George P. Shultz Director
/s/ CHANG-LIN TIEN
- -------------------------------------
Chang-Lin Tien Director
*By: /s/ MOHAN S. GYANI
--------------------------------------------
Mohan S. Gyani
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.
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<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 - PricewaterhouseCoopers LLP
23.1 Consent of Margaret G. Gill, included in Exhibit 5
23.2 Consent of PricewaterhouseCoopers LLP for AirTouch Communications, Inc. and CMT
Partners
23.3 Consent of Ernst & Young LLP for Cellular Communications, Inc.
23.4 Consent of KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft for Mannesmann
Mobilfunk GmbH
23.5 Consent of Ernst & Young LLP for New Par
23.6 Consent of Arthur Andersen LLP for Kansas Combined Cellular
23.7 Consent of Arthur Andersen LLP for U S WEST New Vector Group, Inc.
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 6, 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
5,000,000 shares of its common stock, $.01 par value (the "Shares"), to be
issued and sold pursuant to the AirTouch Communications, Inc. Employee Stock
Purchase Plan (the "Plan"), I am of the opinion that:
(1) the Plan has been duly adopted by the Company and
(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 15.1
November 6, 1998
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 report dated November 6, 1998 (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 9, 1998. We are also aware of our
responsibilities under the Securities Act of 1933.
Very truly yours,
/s/ PricewaterhouseCoopers 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 March 2, 1998 relating to the
consolidated financial statements of AirTouch Communications, Inc., 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 dated February 23, 1998
relating to the consolidated financial statements of CMT Partners, which appears
on page S-3 of such Annual Report on Form 10-K. We also consent to the
incorporation by reference our reports on the Financial Statement Schedule of
AirTouch Communications, Inc. and Financial Statement Schedule of CMT Partners
which appear on page X-1 and S-12, respectively, of such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
November 6, 1998
8
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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 the AirTouch
Communications, Inc. Employee Stock Purchase 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
November 6, 1998
9
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Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
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, November 6, 1998
KPMG Deutsche Treuhand-Gesellschaft
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ Scheffler /s/ Haas
- ------------- --------
Scheffler Wirtschaftsprufer Haas Wirtschaftsprufer
10
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Exhibit 23.5
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. Employee Stock Purchase 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
November 6, 1998
11
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Exhibit 23.6
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 Incorporated
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
November 9, 1998
12
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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 of our reports dated February 12, 1998,
as it relates to U S WEST New Vector Group , Inc. and Subsidiaries, included in
AirTouch Communications, Inc.'s Form 8-K/A-1, date of report: April 6, 1998, as
amended, and to all references to our Firm included in this registration
statement. It should be noted that we have not audited any financial statements
of the Company subsequent to December 31, 1997, or performed any audit
procedures subsequent to the date of our report.
/s/ Arthur Andersen LLP
Denver, Colorado
November 6, 1998
13
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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. Employee Stock Purchase 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 12th day of February, 1998.
DIRECTORS
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By: /s/ SAM GINN By: /s/ ARUN SARIN
------------------------------------ ------------------------------------
Sam Ginn Arun Sarin
Chairman of the Board and Chief President, Chief Operating Officer
Executive Officer and Director
By: /s/ MICHAEL J. BOSKIN
By: /s/ CAROL A. BARTZ ------------------------------------
------------------------------------ Michael J. Boskin
Carol A. Bartz Director
Director
By: /s/ DONALD G. FISHER
By: /s/ C. LEE COX ------------------------------------
------------------------------------ Donald G. Fisher
C. Lee Cox Director
Director
By: /s/ ARTHUR ROCK
By: /s/ PAUL HAZEN ------------------------------------
------------------------------------ Arthur Rock
Paul Hazen Director
Director
By: /s/ GEORGE P. SCHULTZ
By: /s/ CHARLES R. SCHWAB ------------------------------------
------------------------------------ George P. Shultz
Charles R. Schwab Director
Director
By: /s/ CHANG-LIN TIEN
------------------------------------
Chang-Lin Tien
Director
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OFFICERS
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<S> <C>
By: /s/ MOHAN S. GYANI By: /s/ MARGARET G. GILL
------------------------------------ ------------------------------------
Mohan S. Gyani Margaret G. Gill
Executive Vice President, Chief Senior Vice President, Legal, External
Financial Officer Affairs and Secretary
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