<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1999
REGISTRATION NO. ___-_____
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
TO
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 jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3650 131st Avenue S.E.
Bellevue, Washington 98006
(425) 586-8700
(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:
Executive Vice President, Gary J. Kocher, Esq.
General Counsel and Secretary Preston Gates & Ellis LLP
Western Wireless Corporation 5000 Columbia Center
3650 131st Avenue S.E. 701 Fifth Avenue
Bellevue, Washington 98006 Seattle, Washington 98104
(425) 586-8700 (206) 623-7580
(Name, address, including ZIP code, and
telephone number, including area code,
of agent for service)
<TABLE>
<CAPTION>
====================================================================================================================
Maximum
Title of securities Amount to be Maximum offering aggregate offering Amount of
to be registered registered(1) price per unit(3) price(3) registration fee(3)
====================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, no par
value no par value per
share 1,750,703 shares(2) $37.8125 $66,198,457 $18,403(2)
====================================================================================================================
</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 Common Stock of the Registrant.
(2) This Registration Statement relates to 1,750,703 shares issuable pursuant
to the Registrant's 1994 Management Incentive Stock Option Plan (the
"Plan"). 5,849,297 shares issuable under the Plan have been previously
registered under Registration Statement No. 333-10421. Pursuant to General
Instruction E to Form S-8, the filing fee paid herewith is in respect of
the additional securities registered hereby.
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(3) Estimated solely for the purpose of calculating the registration fee and,
pursuant to Rule 457(c), based upon the average of the high and low prices
reported on August 30, 1999, as reported on the Nasdaq Stock Market.
<PAGE> 3
This purpose of this Registration Statement is to register additional
securities of the same class as other securities for which Registration
Statement No. 333-10421 is effective. The contents of Registration Statement No.
333-10421 are incorporated herein by reference.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- ------------
<S> <C>
4.1* -- Western Wireless Corporation, 1994 Management Incentive Stock Option
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
</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)
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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 Bellevue, State of Washington, on this 31st day of
August, 1999.
WESTERN WIRELESS CORPORATION
By /s/ Alan R. Bender
---------------------------------------------
Alan R. Bender
Executive Vice President, General
Counsel and Secretary
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 31st day of August, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ John W. Stanton Chairman, Chief Executive Officer and
- ---------------------------- Director (Principal Executive Officer)
John W. Stanton
/s/ Mikal J. Thomsen President
- ----------------------------
Mikal J. Thomsen
/s/ Scott Soley Director of Accounting (Chief Accounting
- ---------------------------- Officer)
Scott Soley
/s/ John L. Bunce, Jr. Director
- ----------------------------
John L. Bunce, Jr.
/s/ Mitchell R. Cohen Director
- ----------------------------
Mitchell R. Cohen
/s/ Daniel J. Evans Director
- ----------------------------
Daniel J. Evans
/s/ Jonathan M. Nelson Director
- ----------------------------
Jonathan M. Nelson
</TABLE>
<PAGE> 5
<TABLE>
<S> <C>
/s/ Terence M. O'Toole Director
- ----------------------------
Terence M. O'Toole
</TABLE>
<PAGE> 6
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------ -----------
<S> <C>
4.1* -- Western Wireless Corporation, 1994 Management Incentive Stock Option
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
</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
Opinion and Consent of Counsel
August 31, 1999
Western Wireless Corporation
3650 131st Avenue S.E.
Bellevue, Washington 98006
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 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 legally issued, 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.
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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
By /s/ Gary J. Kocher
Gary J. Kocher
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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, 1999 included in Western Wireless Corporation's Form 10-K for the
year ended December 31, 1998 (Commission File No. 000-28160) and to all
references to our Firm included in this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Seattle, Washington
August 30, 1999
