-----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, Jdufzxn9JQqGYKShxjSSdkU450+aMtu4xpKcnP2O+KBxY2xQsd//83cKDwfxFUcU iehmob9eGbVqT8wm4j4siw== 0000891020-96-001582.txt : 19961219 0000891020-96-001582.hdr.sgml : 19961219 ACCESSION NUMBER: 0000891020-96-001582 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19961218 EFFECTIVENESS DATE: 19961218 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN WIRELESS CORP CENTRAL INDEX KEY: 0000930738 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911638901 STATE OF INCORPORATION: WA FISCAL YEAR END: 0123 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18137 FILM NUMBER: 96682666 BUSINESS ADDRESS: STREET 1: 2001 NW SAMMAMISH RD CITY: ISSAQUAH STATE: WA ZIP: 98027 BUSINESS PHONE: 2063135200 MAIL ADDRESS: STREET 1: 2001 NW SAMMAMISH RD CITY: ISSAQUAH STATE: WA ZIP: 98027 S-8 1 WESTERN WIRELESS CORPORATION FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1996 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ WESTERN WIRELESS CORPORATION (Exact name of registrant as specified in its charter) Washington 91-1638901 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2001 NW Sammamish Road Issaquah, Washington 98027 (206) 313-5200 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) 1996 EMPLOYEE STOCK PURCHASE PLAN (Full title of plan) Alan R. Bender, Esq. Copy to: Senior Vice President, General Counsel G. Scott Greenburg, Esq. Western Wireless Corporation Gary J. Kocher, Esq. 2001 NW Sammamish Road Preston Gates & Ellis Issaquah, Washington 98027 5000 Columbia Center (206) 313-5200 701 Fifth Avenue (Name, address, including ZIP code, and Seattle, Washington 98104 telephone number, including area code, (206) 623-7580 of agent for service)
==================================================================================================================== Maximum Title of securities Amount to be Maximum offering aggregate offering Amount of to be registered registered (1) price per unit (2) price (2) registration fee - -------------------------------------------------------------------------------------------------------------------- Class A Common Stock, no par value per share 1,000,000 shares $14,500,000 $14.50 $4,394 ====================================================================================================================
(1) Together with an indeterminate number of additional shares which may be necessary to adjust the number of shares reserved for issuance pursuant to such plan as the result of any future stock split, stock dividend or similar adjustment of the outstanding Class A Common Stock of the Registrant. (2) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(c) of the Act, based upon the average high and low prices of the Class A Common Stock of the Registrant on the Nasdaq Stock Market on December 16, 1996. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed with the Securities and Exchange Commission (the "Commission") by Western Wireless Corporation (the "Company") are incorporated herein by reference: (a) The prospectus dated November 4, 1996 with respect the Company's 10-1/2% Senior Subordinated Notes Due 2007, filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended, that contains audited financial statements from the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end of the fiscal year covered by the Company's document referred to in (a) above. (c) The description of the the Company's Class A Common Stock, no par value per share, that is contained in the Company's Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as "Incorporated Documents"). Any statement contained in an Incorporated Document 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 Incorporated Document 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 SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Legal matters in connection with the securities registered hereby were passed upon by Preston Gates & Ellis, Seattle, Washington. Partners in that firm hold an aggregate of 14,057 shares of common stock of the Company. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 23B.08.510 of the Revised Code of Washington authorizes Washington corporations to indemnify their officers and directors under certain circumstances against expenses and liabilities incurred in legal proceedings involving such persons because of their being or having been an officer or director. The Company's Articles of Incorporation and Bylaws require indemnification of the Company's officers and directors to the fullest extent permitted by Washington law. The Company also maintains director's and officer's liability insurance. The Company's Bylaws and Articles of Incorporation provide that the Company shall, to the full extent permitted by the Business Corporation Act of the State of Washington, as amended from time to time, indemnify II-1 3 all directors and officers of the Company. In addition, the Company's Articles of Incorporation contains a provision eliminating the personal liability of directors to the Company or its shareholders for monetary damages arising out of a breach of fiduciary duty. Under Washington law, this provision eliminates the liability of a director for breach of fiduciary duty but does not eliminate the personal liability of any director for (i) acts or omissions of a director that involve intentional misconduct or a knowing violation of law, (ii) conduct in violation of Section 23B.08.310 of the Revised Code of Washington (which section relates to unlawful distributions) or (iii) any transaction from which a director personally received a benefit in money, property or services to which the director was not legally entitled. The Company has entered into separate indemnification agreements with each of its directors and executive officers and certain key employees of the Company, which agreements supersede prior indemnification agreements entered into by the Company with each of its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT DESCRIPTION ------- ----------- 4.1 -- Western Wireless Corporation, 1996 Employee Stock Purchase Plan 5.1 -- Opinion of Preston Gates & Ellis 23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1) 23.2 -- Consent of Arthur Andersen LLP 24.1 -- Powers of Attorney ITEM 9. UNDERTAKINGS (a) The registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement 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. (2) That, for 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. (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 section 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 therein, 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 II-2 4 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. II-3 5 SIGNATURES 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 on this 18th day of December, 1996. WESTERN WIRELESS CORPORATION By /s/ Alan R. Bender ------------------------------------ Alan R. Bender, Senior Vice President, General Counsel Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 18th day of December, 1996. SIGNATURE TITLE --------- ----- Chairman, Chief Executive Officer and Director /s/ John W. Stanton (Principal Executive Officer) - ----------------------------- John W. Stanton Chief Financial Officer (Principal Financial /s/ Theresa E. Gillespie Officer) - ----------------------------- Theresa E. Gillespie /s/ Nastashia S. Press Principal Accounting Officer - ----------------------------- Nastashia S. Press * Director - ----------------------------- David A. Bayer * Director - ----------------------------- John L. Bunce, Jr. * Director - ----------------------------- Mitchell R. Cohen * Director - ----------------------------- Jonathan M. Nelson * Director - ----------------------------- Terence M. O'Toole *By /s/ Alan R. Bender ----------------------------- Alan R. Bender Attorney-in-Fact II-4 6 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT DESCRIPTION PAGE ------- ----------- ---- 4.1 -- Western Wireless Corporation, 1996 Employee Stock Purchase Plan 5.1 -- Opinion of Preston Gates & Ellis............................................ 23.1 -- Consent of Preston Gates & Ellis (see Exhibit 5.1).......................... 23.2 -- Consent of Arthur Andersen LLP.............................................. 24.1 -- Powers of Attorney..........................................................
EX-4.1 2 1996 EMPLOYEE STOCK PURCHASE PLAN 1 EXHIBIT 4.1 WESTERN WIRELESS CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN Western Wireless Corporation (the "Company") does hereby establish its 1996 Employee Stock Purchase Plan (the "Plan") as follows: 1. Purpose of the Plan. The Plan is intended to provide a method whereby eligible employees of the Company and its Subsidiaries will have an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Class A Common Stock of the Company. The Company believes that employee participation in the ownership of the Company will be of benefit to both the employees and the Company. The Company intends to have the Plan qualify as an "employee stock purchase plan" under Section 423 of the Code. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner that is consistent with the requirements of that Section of the Code. This Plan shall not be effective until approved by the holders of a majority of the voting power of the Company's voting securities, which approval must occur (if at all) within 12 months of the adoption of this Plan by the Board of Directors. If not so approved, the Plan and any rights granted hereunder shall be void and of no effect. 2. Definitions. "Account" shall mean the funds that are accumulated with respect to each individual Participant as a result of payroll deductions for the purpose of purchasing Shares under the Plan. The funds that are allocated to a Participant's account shall at all times remain the property of that Participant, but such funds may be commingled with the general funds of the Company. The "Board" means the Board of Directors of the Company, or any committee of the Board, comprised to comply with Rule 16b-3 promulgated under the Exchange Act, established thereby for the purpose of administering this Plan. The "Code" means the Internal Revenue Code of 1986, as amended. The "Commencement Date" means the January 1 or July 1, as the case may be, on which the particular Offering begins. The "Company" means Western Wireless Corporation, a Washington corporation. 2 The "Ending Date" means the June 30 or December 31, as the case may be, on which the particular Offering concludes. The "ESPP Broker" is a qualified stock brokerage or other financial services firm that has been designated by the Board. The "Exchange Act" means the Securities Exchange Act of 1934, as amended. The "Holding Period" shall mean the holding period that is set forth in Section 423(a) of the Code, which, as of the date that the Company's Board of Directors adopted this Plan, is both (a) that two (2) year period after the Commencement Date, or, if applicable, a Purchase Date with respect to any Offering, and (b) that one (1) year period after transfer to a Participant of any Shares under the Plan. "Offerings" means the ten separate consecutive six-month offerings for the purchase and sale of Shares under the Plan. Each one of the Offerings shall be referred to as an "Offering." "Participant" means an employee who, pursuant to Section 3, is eligible to participate in the Plan and has complied with the requirements of Section 7. "Purchase Date" means a date during an Offering, as determined from time to time by the Board, on which a Participant shall be deemed to have carried out its right of purchase pursuant to Section 10. The Board may designate that there shall be one or more Purchase Dates during an Offering. In the absence of any other determination by the Board, the Purchase Date will be the last business day of each month. For purposes of this definition, a business day shall mean a day in which the Nasdaq National Market is accepting trades. The "Plan" means this Western Wireless Corporation 1996 Employee Stock Purchase Plan. "Shares" means shares of the Company's Class A Common Stock, no par value per share. "Subsidiaries" shall mean any present or future domestic or foreign corporation that: (a) would be a "subsidiary corporation" of the Company as that term is defined in Section 424 of the Code, and (b) whose employees have been designated by the Board to be eligible, subject to Section 3, to be Participants under the Plan. "Total Annual Compensation" means an employee's regular straight time salary or earnings, plus review cycle bonuses and overtime payments, payments for incentive compensation, commissions and other special payments except to the extent any such item is excluded specifically by the Board. -2- 3 "Withdrawal Notice" means a notice, in a form designated by the Board, that must be submitted to the Company pursuant to Section 22 by any Participant who wishes to withdraw from an Offering. 3. Employees Eligible to Participate. Any regular employee of the Company or any of its Subsidiaries who (a) is in the employ of the Company or any of its Subsidiaries on the Commencement Date, and (b) has been so employed for at least three (3) months is eligible to participate in the Plan. With respect to any employee subject to Section 16(b) of the Exchange Act, the Company may impose such conditions on the grant or exercise of any rights hereunder necessary to satisfy the requirements of the Exchange Act or applicable regulations promulgated thereunder. 4. Offerings. The Plan shall consist of ten separate consecutive six-month Offerings. The first Offering shall commence on January 1, 1997. Thereafter, Offerings shall commence on each subsequent July 1 and January 1, and the final Offering under the Plan shall commence on July 1, 2001 and terminate on December 31, 2001. 5. Price. The purchase price per share shall be as established by the Board, but in no event shall the purchase price per share be less than the lower of (a) 85 percent of the fair market value of the Shares on the Commencement Date, or the nearest subsequent business day; (b) 85 percent of the fair market value of the Shares on the Ending Date, or the nearest prior business day, or (c) 85 percent of the fair market value of the Shares on the Purchase Date. Fair market value shall mean the closing bid price as reported on the National Association of Securities Dealers Automated Quotation System or, if the Shares are traded on a stock exchange, the closing price for the Shares on the principal of such exchange, or, if the Shares are purchased by the ESPP Broker, the price paid for such Shares by the ESPP Broker. In the absence of any other determination by the Board, the purchase price will be 85 percent of the fair market value of the Shares on the Purchase Date. 6. Number of Shares Reserved Under the Plan. The maximum number of Shares that will be offered under the Plan is one million (1,000,000). If, on any date, the total number of Shares for which purchase rights are to be granted pursuant to Section 9 exceeds the number of Shares then available under this Section (after deduction of all Shares that have been purchased under the Plan and for which rights to purchase are then outstanding), the Board shall make a pro rata allocation of the Shares that remain available in as nearly a uniform manner as shall be practicable and as it shall determine to be equitable. In such event, each Participant's payroll deductions shall be reduced accordingly and the Company shall give to each Participant a written notice of such reduction. 7. Participation. An eligible employee may become a Participant by completing the Enrollment Agreement that shall be provided by the Company and filing it with the Company on or before a date prior to the Commencement Date of the Offering to which it relates, as established by the Board. Participation in one Offering under the Plan shall neither limit, nor require, participation in any other Offering. -3- 4 8. Payroll Deductions. 8.1 At the time the Enrollment Agreement is filed and for so long as a Participant participates in the Plan, each Participant shall authorize the Company to make payroll deductions of either (a) a per pay period fixed dollar amount the minimum of which will be determined by the Board or (b) a whole percentage (not partial or fractional) of Total Annual Compensation; provided, however, that no payroll deduction shall exceed 10 percent of Total Annual Compensation. The amount of the minimum fixed dollar deduction, if any, may be adjusted by the Board of Directors from time to time; provided, however, that a Participant's existing rights under any Offering that has already commenced may not be adversely affected thereby. In the absence of any other determination by the Board, fixed dollar amount deductions shall not be permitted. 8.2 Each Participant's payroll deductions shall be credited to that Participant's Account. A Participant may not make a separate cash payment into such Account nor may payment for Shares be made from other than the Participant's Account. 8.3 A Participant's payroll deductions shall begin on the Commencement Date, and shall end on the Ending Date unless the Participant elects to withdraw pursuant to Section 13. 8.4 A Participant may discontinue participation in the Plan as provided in Section 13, but no other change may be made during an Offering and, specifically, a Participant may not alter the amount or rate of payroll deductions during an Offering. 9. Granting of Right to Purchase. On the Commencement Date, the Plan shall be deemed to have granted to each Participant a right to purchase as many full Shares (not any fractional Shares) as may be purchased with such Participant's Account. The maximum amount of payroll deductions during any calendar year that any Participant may have withheld under this Plan shall be determined from time to time by the Board. In the absence of any other determination by the Board, no Participant may have withheld payroll deductions in excess of $10,200 during any calendar year. 10. Purchase of Shares. On each of one or more Purchase Dates during an Offering, but in no event later than the Ending Date, each Participant who has not otherwise withdrawn from an Offering pursuant to Section 13 shall be deemed to have carried out the right to purchase, and shall be deemed to have purchased at the purchase price set forth in Section 5, the number of full Shares (not any fractional Shares) that may be purchased with such Participant's Account. 11. Participant's Rights as a Shareholder. No Participant shall have any rights of a shareholder with respect to any Shares until the Shares have been purchased in accordance with Section 10 and issued by the Company. -4- 5 12. Evidence of Ownership of Shares. 12.1 Promptly following the Ending Date of each Offering, the Shares that are purchased by each Participant shall be deposited into an account that is established in the Participant's name with the ESPP Broker. 12.2 A Participant may direct, by written notice to the Company prior to the Ending Date of the pertinent Offering, that the ESPP Broker account be established in the names of the Participant and one such other person as may be designated by the Participant as joint tenants with right of survivorship, tenants in common, or community property, to the extent and in the manner permitted by applicable law. 12.3 A Participant shall be free to undertake a disposition, as that term is defined in Section 424(c) of the Code (which generally includes any sale, exchange, gift or transfer of legal title), of Shares in the Participant's ESPP Broker account at any time, whether by sale, exchange, gift or other transfer of title. In the absence of such a disposition of the Shares, however, the Shares must remain in the Participant's account at the ESPP Broker until the Holding Period has been satisfied. With respect to Shares for which the Holding Period has been satisfied, a Participant may move such Shares to an account at another brokerage firm of the Participant's choosing or request that a certificate that represents the Shares be issued and delivered to the Participant. 12.4 A Participant who is not subject to United States taxation, at any time and without regard to the Holding Period, may move its Shares to an account at another brokerage firm of the Participant's choosing or request that a certificate that represents the Shares be issued and delivered to the Participant. 13. Withdrawal. 13.1 A Participant may withdraw from an Offering, in whole but not in part, at any time by delivering a Withdrawal Notice to the Company. Such Withdrawal Notice shall be effective as of the first day of the second pay period following the pay period in which the Withdrawal Notice was delivered (e.g., if a Participant submits a Withdrawal Notice during the pay period of February 16 through February 28, the withdrawal will be effective as of the pay period that commences on March 16). Until such notice is effective, such withdrawing Participant shall be deemed to be a Participant with respect to all terms and conditions of the Plan, including, without limitation, the right to purchase Shares pursuant to Section 10. Upon effectiveness of the Withdrawal Notice, the Company shall refund the Participant's entire Account as soon as practicable thereafter. 13.2 An employee who has previously withdrawn from the Plan may re-enter by complying with the requirements of Section 7. An employee's re-entry into the Plan will become effective on the Commencement Date of the next Offering following withdrawal, and, if the withdrawing employee is an officer of the Company within the meaning of Section 16 of the -5- 6 Exchange Act, such employee may not re-enter the Plan before the beginning of the second Offering following such withdrawal. 14. Carryover of Account. At the conclusion of each Offering, the Company automatically shall re-enroll each Participant in the next Offering, and the balance of each Participant's Account shall be used to purchase Shares in the subsequent Offering, unless the Participant has advised the Company otherwise in writing, in which case the Company shall refund to the Participant the funds that remain in the Participant's Account as soon as practicable thereafter. Upon termination of the Plan, the balance of each Participant's Account shall be refunded to the respective Participant. 15. Interest. No interest shall be paid or allowed on a Participant's Account. 16. Rights Not Transferable. No Participant shall be permitted to sell, assign, transfer, pledge, or otherwise dispose of or encumber such Participant's Account or any rights to purchase or to receive Shares under the Plan other than by will or the laws of descent and distribution, and such rights and interests shall not be liable for, or subject to, a Participant's debts, contracts, or liabilities. If a Participant purports to make a transfer, or a third party makes a claim in respect of a Participant's rights or interests, whether by garnishment, levy, attachment or otherwise, such purported transfer or claim shall be treated as a withdrawal election under Section 13. 17. Termination of Employment. Upon termination of a Participant's employment for any reason whatsoever, including but not limited to death or retirement, the Participant's Account shall be returned to the Participant or the Participant's estate, as applicable. 18. Amendment or Discontinuance of the Plan. The Board shall have the right to amend, modify, or terminate the Plan at any time without notice, provided that (a) subject to Sections 19 and 23.1(b), no Participant's existing rights under any Offering that is in progress may be adversely affected thereby, and (b) subject to Section 19, in the event that the Board desires to retain the favorable tax treatment under Sections 421 and 423 of the Code, no such amendment of the Plan shall increase the number of Shares that were reserved for issuance hereunder unless the Company's shareholders approve such an increase. 19. Changes in Capitalization. In the event of reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, offerings of rights, or any other change in the capital structure of the Company, the Board may make such adjustment, if any, as it may deem appropriate in the number, kind, and the price of the Shares that are available for purchase under the Plan, and in the number of Shares that an employee is entitled to purchase. 20. Share Ownership. Notwithstanding anything herein to the contrary, no Participant shall be permitted to subscribe for any Shares under the Plan if such Participant, immediately after such subscription, owns shares that account for (including all shares that may be purchased under outstanding subscriptions under the Plan) five percent (5%) or more of the total combined voting power or value of all classes of shares of the Company or its Subsidiaries. For the foregoing purposes the rules of Section 424(d) of the Code shall apply in determining share ownership. In -6- 7 addition, no Participant shall be allowed to subscribe for any Shares under the Plan that permit such Participant's rights to purchase Shares under all "employee stock purchase plans" of the Company and its Subsidiaries formed pursuant to Section 423 of the Code to accrue at a rate that exceeds $25,000 of the fair market value of such shares (determined at the time such right to subscribe is granted) for each calendar year in which such right to subscribe is outstanding at any time. 21. Administration. The Plan shall be administered by the Board, which may engage the ESPP Broker to assist in the administration of the Plan. The Board shall be vested with full authority to make, administer, and interpret such rules and regulations as it deems necessary to administer the Plan, and any determination, decision, or action of the Board in connection with the construction, interpretation, administration, or application of the Plan shall be final, conclusive, and binding upon all Participants and any and all persons that claim rights or interests under or through a Participant. 22. Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, that is designated by the Company from time to time for the receipt thereof, and, in the absence of such a designation, Human Resources shall be authorized to receive such notices. 23. Termination of the Plan. 23.1 This Plan shall terminate at the earliest of the following: (a) December 31, 2001. (b) The date of the filing of a Statement of Intent to Dissolve by the Company or the effective date of a merger or consolidation wherein the Company is not to be the surviving corporation, which merger or consolidation is not between or among corporations related to the Company. Prior to the occurrence of either of such events, on such date as the Company may determine, the Company may permit a Participant to carryout the right to purchase, and to purchase at the purchase price set forth in Section 5, the number of full Shares (not any fractional Shares) that may be purchased with that Participant's Account. In such an event, the Company shall refund to the Participant the funds that remain in the Participant's Account after such purchase. (c) The date the Board acts to terminate the Plan in accordance with Section 18 above. (d) The date when all of the Shares that were reserved for issuance hereunder have been purchased. 23.2 Upon termination of the Plan, the Company shall refund to each Participant the balance of each Participant's Account. -7- 8 24. Limitations on Sale of Shares Purchased Under the Plan. The Plan is intended to provide Shares for investment and not for resale. The Company, however, does not intend to restrict or influence the conduct of any employee's affairs. Consequently, an employee may sell Shares that are purchased under the Plan at any time, subject to compliance with any applicable federal or state securities laws. THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE SHARES. 25. Governmental Regulation. The Company's obligation to sell and deliver Shares under this Plan is subject to any governmental approval that is required in connection with the authorization, issuance, or sale of such Shares. 26. No Employment Rights. The Plan does not create, directly or indirectly, any right for the benefit of any employee or class of employees to purchase any Shares under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company, and it shall not be deemed to interfere in any way with the Company's right to terminate, or otherwise modify, an employee's employment at any time. 27. Governing Law. The law of the state of Washington shall govern all matters that relate to this Plan except to the extent it is superseded by the laws of the United States. 28. Savings Clause. It is intended that this Plan conform to Section 423 of the Code, all regulations promulgated thereunder and all rules adopted with respect thereto. Any provision of this Plan that does not conform to such Code section, regulations and rules, or is in violation thereof, shall be of no force or effect. -8- EX-5.1 3 OPINION OF PRESTON GATES & ELLIS 1 EXHIBIT 5.1 December 18, 1996 Western Wireless Corporation 2001 NW Sammamish Road Issaquah, Washington 98027 Re: Registration Statement on Form S-8 of Western Wireless Corporation Ladies and Gentlemen: We have acted as counsel to Western Wireless Corporation (the "Company") in connection with the filing of the above-referenced Registration Statement (the "Registration Statement") relating to the registration of shares (the "Shares") of Class A Common Stock, no par value per share, of the Company that may be issued pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan (the "Plan"). In connection therewith, we have reviewed the Company's Articles of Incorporation, Bylaws and minutes of appropriate meetings, and we are familiar with the proceedings to date with respect to the Plan and the proposed issuance and sale of the Shares and have examined such records, documents and questions of law, and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, it is our opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Washington. 2. The Shares, as and when acquired in accordance with the terms and conditions of the Plan, will be fully paid and non-assessable under the Washington Business Corporation Act when certificates representing the Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor. We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares. 2 December 18, 1996 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. Very truly yours, PRESTON GATES & ELLIS By /s/ G. Scott Greenburg G. Scott Greenburg EX-23.2 4 CONSENT OF ARTHUR ANDERSON LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 15, 1996 (and to all references to our Firm), which reports appear in the Registration Statement on Form S-4 (Commission File No. 333-14859) of Western Wireless Corporation, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended. /s/ ARTHUR ANDERSEN LLP Seattle, Washington December 18, 1996 EX-24.1 5 POWER OF ATTORNEY 1 EXHIBIT 24.1 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ David A. Bayer ---------------------------------------- David A. Bayer 2 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ John L. Bunce, Jr. ---------------------------------------- John L. Bunce, Jr. 3 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ Mitchell R. Cohen ---------------------------------------- Mitchell R. Cohen 4 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ Jonathan M. Nelson ---------------------------------------- Jonathan M. Nelson 5 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ Terence M. O'Toole ---------------------------------------- Terence M. O'Toole 6 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ Theresa E. Gillespie ---------------------------------------- Theresa E. Gillespie 7 POWER OF ATTORNEY The undersigned, a Director and/or Officer of Western Wireless Corporation, a Washington corporation (the "Company"), does hereby constitute and appoint Alan Bender and John Stanton his or her true and lawful attorneys and agents, each with full power and authority (acting alone and without the other) to execute in the name and on behalf of the undersigned as such Director and/or Officer, a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, with respect to the registration of 1,000,000 shares of the Company's Class A Common Stock, no par value, which may be issued upon the exercise of rights granted pursuant to the Western Wireless Corporation 1996 Employee Stock Purchase Plan, and to execute any and all amendments to such Registration Statement, whether filed prior or subsequent to the time such Registration Statement becomes effective. The undersigned hereby grants unto such attorneys and agents, and each of them, full power of substitution and revocation in the premises and hereby ratifies and confirms all that such attorneys and agents may do or cause to be done by virtue of these presents. Dated this 18th day of December, 1996. /s/ Nastashia S. Press ---------------------------------------- Nastashia S. Press -----END PRIVACY-ENHANCED MESSAGE-----