As filed with the Securities and Exchange Commission on October 26, 2004
Registration No. 333-104812
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AT&T WIRELESS SERVICES, INC.
Delaware | 91-1379052 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
7277 164th Avenue NE, Building 1
Redmond, Washington 98052
(425) 580-6000
AT&T WIRELESS SERVICES, INC. 1165(e) PLAN
Gregory P. Landis
Executive Vice President and General Counsel
AT&T Wireless Services, Inc.
7277 164th Avenue NE, Building 1
Redmond, Washington 98052
(425) 580-6000
___________________________________
RECENT EVENTS: DEREGISTRATION | ||||||||
SIGNATURES | ||||||||
AT&T WIRELESS SERVICES, INC. 1165(e) PLAN |
RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (registration number 333-104812) (the Registration Statement) filed with the Securities and Exchange Commission on April 29, 2003, which registered 50,000 shares of common stock, par value $.01 per share (the Common Stock), of AT&T Wireless Services, Inc. (the Company) and related participation interest.
The Company, Cingular Wireless Corporation (Cingular), Cingular Wireless LLC, Links I Corporation (Links), and, solely with respect to certain sections thereof, SBC Communications Inc. and BellSouth Corporation entered into an Agreement and Plan of Merger dated as of February 17, 2004 (the Merger Agreement), pursuant to which, among other things, Links, a wholly owned subsidiary of Cingular, would be merged with and into the Company, the Company would become a wholly owned subsidiary of Cingular and all outstanding shares of the Companys Common Stock (and associated Rights to Purchase Preferred Stock) would be converted into the right to receive $15.00 in cash and each share of the Companys Series C Preferred Stock and Series E Preferred Stock would be converted in the right to receive an amount of cash equal to its then applicable liquidation preference (these actions are collectively referred to as the Merger).
On May 19, 2004, the Company held a special meeting of stockholders at which the stockholders approved and adopted the Merger Agreement and the transactions contemplated thereby and approved the Merger.
The Merger will become effective following the filing of a Certificate of Merger with the Secretary of State of the State of Delaware. In anticipation of the closing of the Merger, the Company has terminated all of its offerings of its Common Stock and related participation interests pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering, the Company hereby removes from registration all Common Stock registered under the Registration Statement which remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on this 26th day of October, 2004.
AT&T WIRELESS SERVICES, INC. | |||
By: |
/s/ John D. Zeglis |
||
Name: | John D. Zeglis | ||
Title: | Chairman, President and Chief Executive 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.
Signature |
Title |
|
/s/ John D. Zeglis John D. Zeglis |
Chairman of the Board and Chief Executive Officer and President (Principal Executive Officer) |
|
/s/ Joseph McCabe, Jr. Joseph McCabe, Jr. |
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer |
|
/s/ Walter Y. Elisha Walter Y. Elisha |
Director | |
/s/ Donald V. Fites Donald V. Fites |
Director | |
/s/ Ralph S. Larsen Ralph S. Larsen |
Director | |
/s/ John W. Madigan John W. Madigan |
Director |
Signature |
Title |
|||
/s/ Nobuharu Ono Nobuharu Ono |
Director | |||
Koichi Nishimura |
Director | |||
/s/ A. Barry Rand A. Barry Rand |
Director | |||
/s/ Carolyn M. Ticknor Carolyn M. Ticknor |
Director |
*By: | /s/ John D. Zeglis John D. Zeglis Attorney-in-Fact |
AT&T WIRELESS SERVICES, INC. 1165(e) PLAN
Pursuant to requirements of the Securities Act of 1933, as amended, the person that administers the AT&T Wireless Services, Inc. 1165(e) Plan has duly caused this Post-Effective Amendment to be signed on the plans behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on the 26th day of October 2004.
AT&T WIRELESS SERVICES, INC. 1165(e) PLAN | |
BY: AT&T WIRELESS SERVICES, INC | |
/s/ Jane Marvin By: Jane Marvin Executive Vice President, Human Resources |