As filed with the Securities and Exchange Commission on November 25, 2002.
Registration No. 333-_____
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)
SBC Savings Plan, SBC Savings and Security Plan,
Pacific Telesis Group 1994 Stock Incentive Plan, Pacific Telesis Group
Stock Option and Stock Appreciation Rights Plan, Pacific Telesis Group
Nonemployee Director Stock Option Plan, SNET 1986 Stock Option Plan,
SNET 1995 Stock Incentive Plan, Ameritech Long Term Incentive Plan,
Ameritech 1989 Long Term Incentive Plan, Ameritech Corporation
Long-Term Stock Incentive Plan, and DonTech Profit Participation Plan
(Full Title of the Plans)
Name, address and telephone Please send
number of agent copies of all
for service: Wayne Wirtz
communications to: Assistant General Counsel
Joy Rick SBC Communications Inc.
SBC Communications Inc. 175 E. Houston, 2nd Floor
175 E. Houston, 11th Floor San Antonio, Texas 78205-2233
(210) 821-4105 (210) 821-4105
CALCULATION OF REGISTRATION FEE
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Title Amount to be Proposed Proposed Amount
of Registered Maximum Maximum of
Securities Offering Aggregate Registration
To Be Price Per Offering Fee
Registered Share Price
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Common Stock, 56,000,000 $25.39 $1,421,840,000 $130,810
par value $1.00
per share (1) (2) (3) (3) (2)
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(1) 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. 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 plans described herein.
(2) Pursuant to General Instruction E of Form S-8, the total amount of shares
being registered is 56,000,000, of which 38,397,895 shares are unsold shares
that are being carried forward from Registration Statement No. 333-88667 on Form
S-8 filed by registrant on October 8, 1999. A registration fee of $314,518 was
previously paid with the filing of such registration statement and, pursuant to
Rule 457(p), was used to offset the filing fee for common stock registered
herein.
(3) The price per share was calculated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee. The maximum aggregate offering
price was computed by multiplying 56,000,000 shares by the average of the high
and low price of the stock on November 19, 2002.
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, 2001; Quarterly Report on Form 10-Q for the quarters ended
March 31, 2002, June 30, 2002, and September 30, 2002; the description of SBC's
shares of common stock, contained in its Registration Statement on Form 10,
dated November 15, 1983; and SBC's Current Reports on Form 8-K, dated January
24, 2002, June 24, 2002, June 28, 2002, August 1, 2002, August 12, 2002, and
October 16, 2002.
The following additional documents are hereby incorporated by reference:
the Annual Reports on Form 11-K for the year ended December 31, 2001, for each
of the SBC Savings Plan, the SBC Savings and Security Plan, and the DonTech
Profit Participation Plan.
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 PricewaterhouseCoopers 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
(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 of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decreas 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 Commission 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 the registration
statement or any material change to such information in the
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 Securities Exchange Act of 1934 that are incorporated by
reference 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; 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 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 herein, 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.
SIGNATURES
The Registrant. 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 Antonio,
State of Texas, on this 25th day of November 2002.
SBC COMMUNICATIONS INC.
By: Randall L. Stephenson
Randall L. Stephenson
Senior Executive Vice President
and 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 and on the date indicated:
Principal Executive Officer: Edward E. Whitacre, Jr.*
Chairman and Chief Executive Officer
Principal Financial Randall L. Stephenson
and Accounting Officer: Senior Executive Vice President
and Chief Financial Officer
By: Randall L. Stephenson
Randall L. Stephenson,
as attorney-in-fact
for Mr. Whitacre,
the Directors, and on
his own behalf as
Principal Financial
and Accounting Officer
November 25, 2002
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DIRECTORS:
Gilbert F. Amelio* Lynn M. Martin*
Clarence C. Barksdale* John B. McCoy*
James E. Barnes* Mary S. Metz*
August A. Busch III* Toni Rembe*
William P. Clark* S. Donley Ritchey*
Martin K. Eby, Jr.* Joyce M. Roche*
Herman E. Gallegos* Carlos Slim Helu*
Jess T. Hay* Laura D'Andrea Tyson*
James A. Henderson* Patricia P. Upton*
Bobby R. Inman* Edward E. Whitacre, Jr.*
Charles F. Knight*
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* By power of attorney
SIGNATURES
The Plans. Pursuant to the requirements of the Securities Act of
1933 the administrator for the Plans set forth below 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 this 25th day of November 2002.
SBC Savings Plan
SBC Savings and Security Plan
By SBC Communications Inc.,
Administrator for each of the
foregoing Plans
By: Karen E. Jennings
Karen E. Jennings
Senior Executive Vice President -
Human Resources and Communications
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933 the
sponsor for the Plan set forth below has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
City of Chicago, State of Illinois, on this 25th day of
November 2002.
DonTech Profit Participating Plan
By DonTech,
Administrator for the foregoing Plan
By: Robert Gross
Robert Gross
Vice President - Finance &
Chief Financial Officer
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 PricewaterhouseCoopers 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