As filed with the Securities and Exchange Commission on September 9, 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. EmployerIdentification No.)
Incorporation or Organization)
175 E. Houston, San Antonio, Texas 78205-2233
(Address of Principal Executive Offices) (Zip Code)
SBC PAYSOP,
Pacific Telesis Group Employee Stock Ownership Plan,
and Tax Reduction Act Stock Ownership Plan
(Full Title of the Plans)
Name, address and telephone number Please send copies of
of agent for service: all communications to:
Joy Rick 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 Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
To Be Registered Offering Aggregate Fee
Registered Price Offering
Per Share Price
-------------------------- ------------------ -----------------------------
-------------------------- ------------------ -----------------------------
Common Stock, 600,000 $23.70 $14,220,000 $1,309
par value (2) (2)
$1.00 per
share (1)
-------------------------- --------------------------------
(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) 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 600,000 shares by the average of
the high and low price of the stock on September 3, 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 Reports on Form 10-Q
for the quarters ended March 31, 2002, and June 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 and
August 12, 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 PAYSOP, the Pacific Telesis Group Employee Stock
Ownership Plan, and the Tax Reduction Act Stock Ownership 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 McConnell and Jones 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 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 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 9th day of
September 2002.
SBC COMMUNICATIONS INC.
By: /S/ 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: /s/ 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
September 9, 2002
DIRECTORS:
Gilbert F. Amelio*
Clarence C. Barksdale*
James E. Barnes*
August A. Busch III*
William P. Clark*
Martin K. Eby, Jr.*
Herman E. Gallegos*
Jess T. Hay*
James A. Henderson*
Bobby R. Inman*
Charles F. Knight*
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
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 9th day of
September 2002.
SBC PAYSOP
Pacific Telesis Group Employee Stock
Ownership Plan
By SBC Communications Inc.,
Administrator for each of the foregoing Plans
By: /s/ Karen E. Jennings
Karen E. Jennings
Senior Executive Vice President -
Human Resources
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 the
City of New Haven, State of Connecticut, on this 9th day of September 2002.
Tax Reduction Act Stock Ownership Plan
By The Southern New England Telephone Company
Sponsor for the foregoing Plan
By: /s/ William A. Blase, Jr.
William A. Blase, Jr.
President and Chief Executive 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 McConnell and Jones 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