-----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, Hco0kcxmLOdEI5dC2MX58LHv/taiwa4dxJOJZ3LhCsw9K897ltjf0ouSoGUPMTW4 aOM8Df2QRCqyrLYBPALS3A== 0000891020-99-001522.txt : 19990903 0000891020-99-001522.hdr.sgml : 19990903 ACCESSION NUMBER: 0000891020-99-001522 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990902 EFFECTIVENESS DATE: 19990902 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: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-86437 FILM NUMBER: 99705461 BUSINESS ADDRESS: STREET 1: 3650 131 ST AVENUE SE STREET 2: SUITE 400 CITY: BELLEVUE STATE: WA ZIP: 98006 BUSINESS PHONE: 4255868700 MAIL ADDRESS: STREET 1: 2001 NW SAMMAMISH RD CITY: ISSAQUAH STATE: WA ZIP: 98027 S-8 1 FORM S-8 REGISTRATION STATEMENT 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 1, 1999 REGISTRATION NO. ___-_____ =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- TO 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.) 3650 131st Avenue S.E. Bellevue, Washington 98006 (425) 586-8700 (Address, including ZIP code, and telephone number, including area code, of registrant's principal executive offices) 1994 MANAGEMENT INCENTIVE STOCK OPTION PLAN (Full title of plan) Alan R. Bender, Esq. Copy to: Executive Vice President, Gary J. Kocher, Esq. General Counsel and Secretary Preston Gates & Ellis LLP Western Wireless Corporation 5000 Columbia Center 3650 131st Avenue S.E. 701 Fifth Avenue Bellevue, Washington 98006 Seattle, Washington 98104 (425) 586-8700 (206) 623-7580 (Name, address, including ZIP code, and telephone number, including area code, 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(3) price(3) registration fee(3) ==================================================================================================================== Common Stock, no par value no par value per share 1,750,703 shares(2) $37.8125 $66,198,457 $18,403(2) ====================================================================================================================
(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 Common Stock of the Registrant. (2) This Registration Statement relates to 1,750,703 shares issuable pursuant to the Registrant's 1994 Management Incentive Stock Option Plan (the "Plan"). 5,849,297 shares issuable under the Plan have been previously registered under Registration Statement No. 333-10421. Pursuant to General Instruction E to Form S-8, the filing fee paid herewith is in respect of the additional securities registered hereby. 2 (3) Estimated solely for the purpose of calculating the registration fee and, pursuant to Rule 457(c), based upon the average of the high and low prices reported on August 30, 1999, as reported on the Nasdaq Stock Market. 3 This purpose of this Registration Statement is to register additional securities of the same class as other securities for which Registration Statement No. 333-10421 is effective. The contents of Registration Statement No. 333-10421 are incorporated herein by reference. ITEM 8. EXHIBITS
EXHIBIT DESCRIPTION - ------- ------------ 4.1* -- Western Wireless Corporation, 1994 Management Incentive Stock Option Plan 5.1 -- Opinion of Preston Gates & Ellis LLP 23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1) 23.2 -- Consent of Arthur Andersen LLP
- ------------------- * Incorporated herein by reference to the exhibit filed with the Company's Registration Statement on Form S-1 (Commission File No. 333-2432) 4 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, in the City of Bellevue, State of Washington, on this 31st day of August, 1999. WESTERN WIRELESS CORPORATION By /s/ Alan R. Bender --------------------------------------------- Alan R. Bender Executive Vice President, General Counsel and Secretary 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 31st day of August, 1999.
SIGNATURE TITLE --------- ----- /s/ John W. Stanton Chairman, Chief Executive Officer and - ---------------------------- Director (Principal Executive Officer) John W. Stanton /s/ Mikal J. Thomsen President - ---------------------------- Mikal J. Thomsen /s/ Scott Soley Director of Accounting (Chief Accounting - ---------------------------- Officer) Scott Soley /s/ John L. Bunce, Jr. Director - ---------------------------- John L. Bunce, Jr. /s/ Mitchell R. Cohen Director - ---------------------------- Mitchell R. Cohen /s/ Daniel J. Evans Director - ---------------------------- Daniel J. Evans /s/ Jonathan M. Nelson Director - ---------------------------- Jonathan M. Nelson
5 /s/ Terence M. O'Toole Director - ---------------------------- Terence M. O'Toole
6 INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8
EXHIBIT DESCRIPTION - ------ ----------- 4.1* -- Western Wireless Corporation, 1994 Management Incentive Stock Option Plan 5.1 -- Opinion of Preston Gates & Ellis LLP 23.1 -- Consent of Preston Gates & Ellis LLP (see Exhibit 5.1) 23.2 -- Consent of Arthur Andersen LLP
- -------------------- * Incorporated herein by reference to the exhibit filed with the Company's Registration Statement on Form S-1 (Commission File No. 333-2432) EX-5.1 2 OPINION OF PRESTON GATES & ELLIS LLP 1 EXHIBIT 5.1 Opinion and Consent of Counsel August 31, 1999 Western Wireless Corporation 3650 131st Avenue S.E. Bellevue, Washington 98006 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 Common Stock, no par value per share, of the Company that may be issued pursuant to the Western Wireless Corporation 1994 Management Incentive Stock Option 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 legally issued, 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 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 LLP By /s/ Gary J. Kocher Gary J. Kocher EX-23.1 3 CONSENT OF ARTHUR ANDERSEN 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 report dated February 18, 1999 included in Western Wireless Corporation's Form 10-K for the year ended December 31, 1998 (Commission File No. 000-28160) and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP Seattle, Washington August 30, 1999 -----END PRIVACY-ENHANCED MESSAGE-----