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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 19, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
WESTERN WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1638901
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 NW Sammamish Road
Issaquah, Washington 98027
(206) 313-5200
(Address, including ZIP code, and telephone number, including area code,
of registrant's principal executive offices)
1994 MANAGEMENT INCENTIVE STOCK OPTION PLAN
(Full title of plan)
Alan R. Bender, Esq. Copy to:
Senior Vice President, General Counsel G. Scott Greenburg, Esq.
Western Wireless Corporation Gary J. Kocher, Esq.
2001 NW Sammamish Road Preston Gates & Ellis
Issaquah, Washington 98027 5000 Columbia Center
(206) 313-5200 701 Fifth Avenue
(Name, address, including ZIP code, and Seattle, Washington 98104
telephone number, including area code, (206) 623-7580
of agent for service)
<TABLE>
<CAPTION>
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Maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered (1) price per unit (2) price (2) registration fee
==================================================================================================================
<S> <C> <C> <C> <C>
Class A Common Stock,
no par value per share
5,849,297 shares $17.25 $100,900,373.30 $34,793
==================================================================================================================
</TABLE>
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such plan as the result of any future stock split, stock dividend or
similar adjustment of the outstanding Class A Common Stock of the
Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
and, pursuant to Rule 457(c) of the Act, based upon the average high
and low prices of the Class A Common Stock of the Registrant on the
Nasdaq Stock Market on August 13, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Western Wireless Corporation (the
"Company") are incorporated herein by reference:
(a) The prospectus dated May 22, 1996 with respect to shares of the
Company's Class A Common Stock, no par value per share (the "Class A Common
Stock"), filed pursuant to Rule 424(b) of the Securities Act of 1933, as
amended, that contains audited financial statements from the Company's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the Company's document referred to in (a) above.
(c) The description of the Class A Common Stock that is contained in
the Company's Registration Statement on Form 8-A filed pursuant to Section 12 of
the Exchange Act including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold are deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the respective dates of
filing of such documents (such documents, and the documents enumerated above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Legal matters in connection with the securities registered hereby were
passed upon by Preston Gates & Ellis, Seattle, Washington. Partners and
attorneys employed by such firm beneficially own 17,767 shares of common stock
of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 23B.08.510 of the Revised Code of Washington authorizes
Washington corporations to indemnify their officers and directors under certain
circumstances against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an officer or
director. The Company's Articles of Incorporation and Bylaws require
indemnification of the Company's officers and directors to the fullest extent
permitted by Washington law. The Company also maintains director's and officer's
liability insurance
<PAGE> 3
The Company's Bylaws and Articles of Incorporation provide that the
Company shall, to the full extent permitted by the Business Corporation Act of
the State of Washington, as amended from time to time, indemnify all directors
and officers of the Company. In addition, the Company's Articles of
Incorporation contains a provision eliminating the personal liability of
directors to the Company or its shareholders for monetary damages arising out of
a breach of fiduciary duty. Under Washington law, this provision eliminates the
liability of a director for breach of fiduciary duty but does not eliminate the
personal liability of any director for (i) acts or omissions of a director that
involve intentional misconduct or a knowing violation of law, (ii) conduct in
violation of Section 23B.08.310 of the Revised Code of Washington (which section
relates to unlawful distributions) or (iii) any transaction from which a
director personally received a benefit in money, property or services to which
the director was not legally entitled.
The Company has entered into separate indemnification agreements with
each of its directors and executive officers and certain key employees of the
Company, which agreements supersede prior indemnification agreements entered
into by the Company with certain of such individuals.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION
------- -----------
4.1* -- Western Wireless Corporation, 1994 Management Incentive
Stock Option Plan, approved, as adopted and amended, by
Shareholders on November 16, 1995, together with a form of
Stock Option Agreement for offers thereunder
5.1 -- Opinion of Preston Gates & Ellis
23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1)
23.2 -- Consent of Arthur Andersen LLP
24.1 -- Powers of Attorney
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* Incorporated herein by reference to the exhibit filed with the
Company's Registration Statement on Form S-1 (Commission File No.
333-2432).
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for 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.
(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
<PAGE> 4
the 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 foregoing provisions, 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 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.
<PAGE> 5
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 on this 19th day of August, 1996.
WESTERN WIRELESS CORPORATION
By /s/ Alan R. Bender
-------------------------------------
Alan R. Bender
Senior Vice President, General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 19th day of August, 1996.
SIGNATURE TITLE
--------- ------
/s/ John W. Stanton Chairman, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
John W. Stanton
/s/ Theresa e. Gillespie Chief Financial Officer (Principal
- ----------------------------------- Officer)
Theresa E. Gillespie
/s/ Nastashia S. Press Principal Accounting Officer
- -----------------------------------
Nastashia S. Press
* Director
- -----------------------------------
David A. Bayer
* Director
- -----------------------------------
John L. Bunce, Jr.
* Director
- -----------------------------------
Mitchell R. Cohen
* Director
- -----------------------------------
Jonathan M. Nelson
* Director
- -----------------------------------
Terence M. O'Toole
*By /s/ Alan R. Bender
- -----------------------------------
Alan R. Bender
Attorney-in-Fact
<PAGE> 6
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
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<S> <C> <C> <C>
4.1* -- Western Wireless Corporation, 1994 Management Incentive
Stock Option Plan, approved, as adopted and amended, by
Shareholders on November 16, 1995, together with a form of
Stock Option Agreement for offers thereunder
5.1 -- Opinion of Preston Gates & Ellis............................................
23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1)..........................
23.2 -- Consent of Arthur Andersen LLP..............................................
24.1 -- Powers of Attorney..........................................................
</TABLE>
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* Incorporated herein by reference to the exhibit filed with the
Company's Registration Statement on Form S-1 (Commission File No.
333-2432).
<PAGE> 1
EXHIBIT 5.1
August 19, 1996
Western Wireless Corporation
2001 NW Sammamish Road
Issaquah, Washington 98027
Re: Registration Statement on Form S-8 of Western Wireless Corporation
Ladies and Gentlemen:
We have acted as counsel to Western Wireless Corporation (the
"Company") in connection with the filing of the above-referenced Registration
Statement (the "Registration Statement") relating to the registration of shares
(the "Shares") of Class A Common Stock, no par value per share, of the Company
that may be issued pursuant to the Western Wireless Corporation 1994 Management
Incentive Stock Option Plan (the "Plan").
In connection therewith, we have reviewed the Company's Articles of
Incorporation, Bylaws and minutes of appropriate meetings, and we are familiar
with the proceedings to date with respect to the Plan and the proposed issuance
and sale of the Shares and have examined such records, documents and questions
of law, and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Washington.
2. The Shares, as and when acquired in accordance with the terms and
conditions of the Plan, will be fully paid and non-assessable under the
Washington Business Corporation Act when certificates representing the Shares
shall have been duly executed, countersigned and registered and duly delivered
to the purchasers thereof against payment of the agreed consideration therefor.
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares.
<PAGE> 2
August 19, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
PRESTON GATES & ELLIS
By /s/ Mark R. Beatty
Mark R. Beatty
<PAGE> 1
EXHIBIT 23.2
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 reports dated March
15, 1996 (and to all references to our Firm), which reports appear in the
Registration Statement on Form S-1 (Commission File No. 333-2432) of Western
Wireless Corporation, filed with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended.
/s/ ARTHUR ANDERSEN LLP
Seattle, Washington,
August 12, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ Nastashia S. Press
<PAGE> 2
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ David A. Bayer
<PAGE> 3
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ John L. Bunce, Jr.
<PAGE> 4
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ Mitchell R. Cohen
<PAGE> 5
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ Jonathan M. Nelson
<PAGE> 6
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ Terence M. O'Toole
<PAGE> 7
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Western Wireless
Corporation, a Washington corporation (the "Company"), does hereby constitute
and appoint Alan Bender and John Stanton his or her true and lawful attorneys
and agents, each with full power and authority (acting alone and without the
other) to execute in the name and on behalf of the undersigned as such Director
and/or Officer, a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, with respect to the registration of 5,890,000 shares of the
Company's common stock, no par value, which may be issued upon the exercise of
stock options granted pursuant to the Western Wireless Corporation 1994
Management Incentive Stock Option Plan, and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to the time such
Registration Statement becomes effective. The undersigned hereby grants unto
such attorneys and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 12th day of August, 1996.
/s/ Theresa E. Gillespie
