-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOBEA/yBPGp90s6+v8k3jzDxvurjq5o4vI7D+m7snSaVGW++3WzQP7KSTMwmB9V4 mKDcF/W+GrHJyVHYowoUhQ== 0000732717-02-000105.txt : 20021125 0000732717-02-000105.hdr.sgml : 20021125 20021125135049 ACCESSION NUMBER: 0000732717-02-000105 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021125 EFFECTIVENESS DATE: 20021125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SBC COMMUNICATIONS INC CENTRAL INDEX KEY: 0000732717 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 431301883 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-88667 FILM NUMBER: 02839101 BUSINESS ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-4 CITY: SAN ANTONIO STATE: TX ZIP: 78205 BUSINESS PHONE: 2108214105 MAIL ADDRESS: STREET 1: 175 E HOUSTON STREET 2: ROOM 9-R-6 CITY: SAN ANTONIO STATE: TX ZIP: 78205 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHWESTERN BELL CORP DATE OF NAME CHANGE: 19920703 S-8 POS 1 a401kpes-8.txt S8 POST EFFECTIVE AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on October 8, 1999. Registration No. 333-88667-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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 Management Retirement Savings Plan, SNET Bargaining Unit Retirement Savings Plan, SNET 1986 Stock Option Plan, SNET 1995 Stock Incentive Plan, Ameritech Savings Plan for Salaried Employees, Ameritech Savings and Security Plan for Non-Salaried Employees, Ameritech Long Term Incentive Plan, Ameritech 1989 Long Term Incentive Plan, Ameritech Corporation Long-Term Stock Incentive Plan, DonTech Profit Participation Plan, and Old Heritage Advertising & Publishers, Inc. Profit Sharing Plan (Full Title of the Plans) Name, address and telephone number Please send copies of all 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 EXPLANATORY NOTE The registrant hereby deregisters all shares of common stock covered by this Registration Statement (File No. 333-88667 filed on October 8, 1999) that were not issued by the registrant pursuant to the registration statement and related prospectuses (38,397,895 shares as of October 31, 2002). The unsold shares will be carried forward and used on a new registration statement on Form S-8 for the following plans: 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. Item 8. Exhibits Exhibit Number Description of Exhibits 24 Power of Attorney of Edward E. Whitacre, Jr. 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 Post-Effective Amendment to 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 Post-Effective Amendment to 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 and on his own behalf as Principal Financial and Accounting Officer November 25, 2002 * 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 Ameritech Savings and Security Plan for Non-Salaried Employees 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 EX-24 3 kpes401-8pa.txt POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: THAT,WHEREAS, SBC COMMUNICATIONS INC., a Delaware corporation, hereinafter referred to as the "Corporation," proposes to file with the Securities and Exchange Commission at Washington, D.C., under the provisions of the Securities Act of 1933, as amended, a Registration Statement or Statements on Form S-8 for the issuance of shares of the Corporation's Common Stock together with an indeterminate amount of plan interests pursuant to one or more of the following plans: the SBC Savings Plan, the SBC Savings and Security Plan, the DonTech Profit Participation Plan, the Pacific Telesis Group 1994 Stock Incentive Plan, the Pacific Telesis Group Stock Option and Stock Appreciation Rights Plan, the Pacific Telesis Group Nonemployee Director Stock Option Plan, the SNET 1986 Stock Option Plan, the SNET 1995 Stock Incentive Plan, the Ameritech Long Term Incentive Plan, the Ameritech 1989 Long Term Incentive Plan, and the Ameritech Corporation Long-Term Stock Incentive Plan; and WHEREAS, the undersigned is an officer and a director of the Corporation; NOW, THEREFORE, the undersigned hereby constitutes and appoints James D. Ellis, Randall L. Stephenson, John J. Stephens, Michael J. Viola, or any one of them, all of the City of San Antonio and State of Texas, his attorneys for him and in his name, place and stead, and in each of his offices and capacities in the Corporation, to execute and file a registration statement or statements, and thereafter to execute and file any and all amended registration statements and amended prospectuses or amendments or supplements to any of the foregoing, hereby giving and granting to said attorneys full power and authority to do and perform each and every act and thing whatsoever requisite and necessary to be done in and concerning the premises, as fully to all intents and purposes as the undersigned might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do, or cause to be done, by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his hand the 15th day of November 2002. Edward E. Whitacre, Jr. Edward E. Whitacre, Jr. Chairman of the Board, Director and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----