As filed with the Securities and Registration No. 333-______
Exchange Commission on April 5, 2001.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SBC COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-1301883
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
175 E. Houston, San Antonio, Texas 78205-2233
(Address of Principal Executive Offices) (Zip Code)
2001 Stock Option Grant to Bargained-for and Certain Other Employees
(Full Title of the Plan)
Name, address and telephone number Please send copies of all
of agent for service: communications to:
Judith M. Sahm Wayne Wirtz, Esq.
SBC Communications Inc. SBC Communications Inc.
175 E. Houston, 11th Floor 175 E. Houston, 2nd Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 821-4105 (210) 821-4105
CALCULATION OF REGISTRATION FEE
---------------- ---------- ---------------- --------------- ------------
Title of Amount To Proposed Maximum Proposed Maximum Amount of
Securities To Be Offering Price Aggregate Registration
Be Registered Registered Per Share OfferingPrice Fee
---------------- ---------- ----------------- ---------------- ------------
Common Stock, 20,000,000 $43.76 $875,200,000 $218,800
par value $1.00 (1) (2) (2)
per share
--------------- ---------- ----------------- ---------------- ------------
(1) The number of shares being registered represents the number of shares of
Common Stock that may be issued pursuant to the 2001 Stock Option Grant to
Bargained-for and Certain Other Employees.
(2) The price per share was calculated in accordance with Rule 457(h) for
purposes of calculating the registration fee. The maximum aggregate
offering price was computed by multiplying the shares of Common Stock
which may be purchased upon the exercise of outstanding options by the
price at which the options may be exercised.
Pursuant to Rule 416(a) this Registration Statement also covers such
indeterminate number of additional shares of Common Stock as is necessary to
eliminate any dilutive effect of any future stock split or stock dividend. No
additional registration fee is required.
PART I. INFORMATION REQUIRED IN PROSPECTUS
Pursuant to the Note to Part 1 of Form S-8, the documents containing the
information specified by Part I of Form S-8 will be sent or given to employees
as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by SBC Communications Inc. ("SBC")
with the Securities and Exchange Commission (the "SEC") (File No. 1-8610) and
are incorporated herein by reference: Annual Report on Form 10-K for the year
ended December 31, 2000; and the description of SBC's shares of common stock,
contained in its Registration Statement on Form 10, dated November 15, 1983.
All documents filed by SBC pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, ("Exchange Act") subsequent
to the filing of this Registration Statement, and prior to the filing of a
post-effective amendment that indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein 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 document that also is or is deemed to be incorporated by reference herein
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 Capital Stock
Not applicable; SBC's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The laws of the State of Delaware provide for indemnification of any person
(the "Indemnitee"), under certain circumstances, against reasonable expenses,
including attorneys' fees, incurred in connection with the defense of a civil,
criminal, administrative or investigative proceeding (other than an action by or
in the right of SBC) to which such person has been made, or threatened to have
been made, a party by reason of the fact that he or she is or was serving as a
director, officer, employee or agent of SBC or by reason of the fact that he or
she is or was serving at the request of SBC as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise. Pursuant to the statutes, indemnity may be provided for if the
Indemnitee acted in good faith (and with respect to a criminal action or
proceeding, had no reason to believe his or her conduct was unlawful) and in a
manner reasonably believed to be in or not opposed to the best interests of SBC.
With respect to any threatened, pending or completed action or suit by or in the
right of SBC, the statute provides that SBC may indemnify against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement if the Indemnitee acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of SBC, except
that no indemnification may be made if the Indemnitee shall have been adjudged
to be liable to SBC unless specific court approval is obtained. The statute
further provides that the indemnification provided pursuant to it shall not be
deemed exclusive of any rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of shareowners or disinterested
directors or otherwise. The bylaws of SBC provide that SBC shall indemnify, and
advance expenses to, any director, officer, employee or agent of SBC or any
person serving as a director or officer of any other entity at the request of
SBC to the fullest extent permitted by law.
Under the statute, SBC may, and does, maintain insurance policies covering
SBC, any director or officer of SBC and any person serving at the request of SBC
as a director or officer of any other entity. These insurance policies generally
cover liabilities arising out of such service, including liabilities for which
any such person may not be indemnified by SBC.
In recognition of the directors' and officers' need for substantial
protection against personal liability in order to assure their continued service
to SBC in an effective manner, their reliance on the bylaws and to provide them
with specific contractual assurances that the protection promised by such bylaws
will be available to them, SBC has entered into indemnity agreements with each
of its directors and officers.
Each agreement specifies that SBC will indemnify the director or officer to
the fullest extent permitted by law, as soon as practicable after written demand
is presented, against any and all expenses and losses arising out of any action,
suit or proceeding, inquiry or investigation related to the fact that the
director or officer is or was a director, officer or employee, agent or
fiduciary of SBC or was serving another corporation, partnership or joint
venture in such a capacity at the request of SBC. Each agreement also provides
that SBC will promptly advance any expenses if requested to do so. Each director
and officer undertakes in the agreement to repay such advancements if it is
ultimately determined that he or she was not entitled to indemnification. The
right of any director or officer to indemnification in any case will be
determined by either the Board of Directors (provided that a majority of
directors are not parties to the claim), by a person or body selected by the
Board of Directors or, if there has been a change in control, defined in the
agreement generally to mean an acquisition by any person of 20 percent or more
of SBC's stock or a change in the identity of a majority of the Board of
Directors over a two-year period, by a special, independent counsel.
In each agreement, SBC commits to maintaining its insurance coverage of
directors and officers both in scope and amount at least as favorable as the
policies maintained as of the effective date of the agreement. In the event that
such insurance is not reasonably available or if it is determined in good faith
that the cost of the insurance is not reasonably justified by the coverage
thereunder or that the coverage thereunder is inadequate, SBC may discontinue
any one or more of such policies or coverages. In such event, SBC agrees to hold
harmless and indemnify directors and officers to the full extent of the coverage
which would otherwise have been provided if the insurance in effect on the
effective date of the agreements had been maintained. Each agreement will remain
effective so long as the director or officer is subject to liability for an
indemnifiable event (the "indemnification period"). Each agreement also provides
that if during the indemnification period the then existing directors and
officers have more favorable indemnification rights than those provided for in
the agreement, each director or officer shall be entitled to such more favorable
rights. The foregoing summary is subject to the detailed provisions of the
Delaware General Corporation Law, SBC's bylaws, and the agreements between SBC
and each of its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
23-b Consent of Arthur Andersen LLP
23-c Consent of James D. Ellis, Esq. (contained in opinion
filed as Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Powers of Attorney of Directors
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions referred to in Item 6 or otherwise
(excluding the insurance policies referred to therein), the registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities 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.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)
(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
` reflected in the form of prospectus filed with the
SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement;
(2) that, for the purpose of determining any liability under
the Securities Act, 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; and
(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, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered
herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
The Registrant:
Pursuant to the requirements of the Securities Act, 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 Antonio, State of Texas, on the 5th day of
April 2001.
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated:
Principal Executive Officer: Edward E. Whitacre, Jr.*
Chairman and Chief Executive Officer
Principal Financial Donald E. Kiernan
and Accounting Officer: Senior Executive Vice President and
Chief Financial Officer
DIRECTORS:
Gilbert F. Amelio*
Clarence C. Barksdale* By: /s/ Donald E. Kiernan
James E. Barnes* Donald E. Kiernan, as attorney-in-fact
August A. Busch III* for Mr. Whitacre, the Directors, and on
William P. Clark* his own behalf as Principal Financial
Martin K. Eby, Jr.* and Accounting Officer
Herman E. Gallegos*
James A. Henderson* April 5, 2001
Bobby R. Inman*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
Laura D'Andrea Tyson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
* By power of attorney
Item 8. Exhibits
Exhibit Number Description of Exhibits
5 Validity opinion of James D. Ellis, Esq.
23-a Consent of Ernst & Young LLP, Independent Auditors
23-b Consent of Arthur Andersen LLP
23-c Consent of James D. Ellis, Esq.
(contained in opinion filed as Exhibit 5)
24-a Power of Attorney of Officer/Director
24-b Powers of Attorney of Directors