As filed with the Securities and Exchange Commission on December 9, 2003.
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 copies of all
number of agent for service: communications to:
Joy Rick Wayne Wirtz
SBC Communications Inc. Assistant General Counsel
175 E. Houston, 11th Floor SBC Communications Inc.
San Antonio, Texas 78205-2233 175 E. Houston, 2nd Floor
(210) 821-4105 San Antonio, Texas 78205-2233
(210) 821-4105
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, 115,000,000 $23.11 $2,845,572,747 $230,207
par value (1) (2) (2) (3)
$1.00
per share
(1)
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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) The price per share was calculated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee. Using Rule 457(c), the
maximum aggregate offering price was computed by multiplying 81,349,241
shares by the average of the high and low price of the stock on December
2, 2003. Using Rule 457(h), the maximum aggregate offering price was
computed by multiplying 33,650,759 shares (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.
(3) Pursuant to Rule 457(p) under the Securities Act of 1933, the amount of the
registration fee payable hereunder has been partially offset by previously
paid filing fees as follows:
(a) On October 8, 1999, the registrant registered securities on Form S-8
(Registration No. 333-88667) and paid a filing fee of $992,382.
(b) On November 25, 2002, the registrant registered securities on Form S-8
(Registration No. 333-101433). The total filing fee due was $130,810,
and registrant paid $41,117, leaving a balance due of $89,693. The
balance remaining was offset by the unused balance of $314,518 of
filing fees previously paid relating to unsold securities registered
in (a) above. After applying this offset of $314,518, $224,825 of
previously paid filing fees remained as a credit to be used to offset
future filing fees.
(c) In connection with the filing of this registration statement, the
total filing fee of $230,207 was offset by the remaining credit of
$224,825 from (b), resulting in $5,382 being paid for this filing.
REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this registration statement is to register additional shares
for issuance under the 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. In accordance with General Instruction E of Form S-8,
Registration No. 333-101433 (Form S-8 filed by registrant on November 25, 2002)
is incorporated herein by reference and the information required by Part II is
omitted, except for Items 3 and 8, which have been updated.
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, 2002; Quarterly Report on Form 10-Q for the quarters ended
March 31, 2003, June 30, 2003, and September 30, 2003; 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 Report on Form 8-K, dated July 21,
2003.
The following additional documents are hereby incorporated by reference:
the Annual Reports on Form 11-K for the year ended December 31, 2002, 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 8. Exhibits
See Exhibit Index
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
December 2003.
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
December 9, 2003
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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 9th day of
December 2003.
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 9th day of December 2003.
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