<PAGE> 1
As filed with the Securities and Exchange Commission on June 10, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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WESTERN WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1638901
(State or other (IRS Employer
jurisdiction of Identification
incorporation or Number)
organization)
2001 NW Sammamish Road
Issaquah, WA 98027
(425) 313-5200
(Address, including ZIP code, and telephone number, including area code,
of Registrant's Principal Executive Office
1997 EXECUTIVE RESTRICTED STOCK PLAN
(Full Title of Plan)
Alan R. Bender, Esq. Copy to:
Senior Vice President, General Counsel G. Scott Greenburg, Esq.
Western Wireless Corporation Preston Gates & Ellis LLP
2001 NW Sammamish Road 5000 Columbia Center
Issaquah, Washington 98027 701 Fifth Avenue
(425) 313-5200 Seattle, Washington 98104
(206) 623-7580
(Name, address, including Zip code, and Telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount Proposed Maximum Proposed Maximum Amount
To Be To Be Offering Price Aggregate Offering of Registration
Registered Registered Per Share(1) Price Fee
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<S> <C> <C> <C> <C>
Class A Common
Stock 500,000 $12.56 $6,281,250 $1,903.41
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</TABLE>
(1) 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 June 9, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of 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 Company's Annual Report on Form 10-K for the year ended
December 31, 1996 and filed with the Commission on March 31, 1997.
(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 company's fiscal year covered by the Form 10-K referred to in
paragraph (a) above.
(c) The description of the Company's Class A Common Stock, no par
value per share, 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 and 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 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 the
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 and
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 will
be passed upon by Preston Gates & Ellis LLP, Seattle, Washington. Partners in
that firm hold an aggregate of not more than 20,000 shares of Class A Common
stock of the Company.
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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.
The Company's Bylaws and Articles of Incorporation provide that the
Company shall, to the fullest 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 contain 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
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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1* 1997 Executive Restricted Stock Purchase Plan
5.1 Opinion of Preston Gates & Ellis LLP
23.1 Consent of Preston Gates & Ellis LLP
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
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*Incorporated by reference to Exhibit 10.51 filed with the
Registrant's registration statement on Form S-1 (Post-Effective
Amendment No. 1 to Forms S-1 and S-4) (Commission File No. 333-14859).
ITEM 9. UNDERTAKINGS
(a) The registrant hereby undertakes:
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(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 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.
(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 the
purpose of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or 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 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.
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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 Issaquah, state of Washington, on this 6th day
of June, 1997.
WESTERN WIRELESS CORPORATION
By /s/ Alan R. Bender
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Alan R. Bender, Senior Vice
President and 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 and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ John W. Stanton Chairman, Chief Executive Officer June 6, 1997
- ------------------------------------- (Principal Executive Officer
John W. Stanton
* Chief Financial Officer
- ------------------------------------- (Principal Financial Officer)
Donald Guthrie
/s/ Nastashia S. Press Principal Accounting Officer June 6, 1997
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Nastashia S. Press
Director
*
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John L. Bunce, Jr.
Director
*
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Mitchell R. Cohen
Director
*
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Daniel J. Evans
Director
*
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Jonathan M. Nelson
Director
*
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Terence M. O'Toole
June 6, 1997
*/s/ Alan R. Bender
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Alan R. Bender
Attorney-in-Fact
</TABLE>
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INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
Exhibit Description Page
4.1* 1997 Executive Restricted Stock Purchase Plan
5.1 Opinion of Preston Gates & Ellis LLP
23.1 Consent of Preston Gates & Ellis LLP(see Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney
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*Incorporated by reference to Exhibit 10.51 filed with the
Registrant's registration statement on Form S-1 (Post-Effective
Amendment No. 1 to Forms S-1 and S-4)(Commission File No. 333-14859).
<PAGE> 1
[PRESTON GATES & ELLIS LLP LETTERHEAD]
EXHIBIT 5.1
June 6, 1997
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
500,000 shares (the "Shares") of Class A Common Stock, no par value per share,
of the Company, issuable pursuant to the terms of the Company's 1997 Executive
Restricted Stock Plan (the "Plan"). In connection therewith, we have reviewed
the Company's Articles of Incorporation, Bylaws, the Plan, minutes of
appropriate meetings, and such other matters we deemed appropriate.
Based on this review, it is our opinion that: (1) the Company is duly
incorporated and validly existing under the laws of the state of Washington;
and (2) the Shares, when issued pursuant to the provisions of the Plan, will be
legally issued, fully paid and non-assessable under the Washington Business
Corporation Act.
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.
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 LLP
/s/ G. SCOTT GREENBURG
By G. Scott Greenburg
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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 report dated
February 18, 1997, included in Western Wireless Corporation's Form 10-K for the
year ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/S/ Arthur Andersen
Seattle, Washington
June 6, 1997
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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 R. Bender and John W. Stanton his or her true and lawful
attorney 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 500,000
shares of the Company's Class A Common Stock, no par value, which may be issued
pursuant to the Company's 1997 Executive Restricted Stock 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.
/s/ JOHN L. BUNCE, JR. Date: May 21, 1997
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John L. Bunce, Jr.
/s/ MITCHELL R. COHEN Date: May 21, 1997
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Mitchell R. Cohen
/s/ DANIEL J. EVANS Date: May 21, 1997
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Daniel J. Evans
/s/ JONATHAN M. NELSON Date: May 21, 1997
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Jonathan M. Nelson
/s/ TERENCE O'TOOLE Date: May 21, 1997
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Terence O'Toole
/s/ DONALD GUTHRIE Date: May 21, 1997
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Donald Guthrie
/s/ NASTASHIA S. PRESS Date: May 21, 1997
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Nastashia S. Press
