Securities Registration: Employee Benefit Plan (s-8)
December 16 2019 - 5:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 16, 2019.
Registration No.
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
AT&T INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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43-1301883
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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208 S. Akard Street, Dallas, Texas
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75202
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(Address of Principal Executive Offices)
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(Zip Code)
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AT&T Savings and Security Plan
AT&T Retirement Savings Plan
AT&T Puerto Rico Retirement Savings Plan
BellSouth Savings and Security Plan
(Full title of the plans)
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Name, address and telephone
number of
agent for service:
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Please send copies of all communications to:
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Stacey Maris
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Wayne A. Wirtz
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Senior Vice President, Assistant General
Counsel and Secretary
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Vice President - Associate General
Counsel and Assistant Secretary
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AT&T Inc.
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AT&T Inc.
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208 S. Akard
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208 S. Akard
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Dallas, Texas 75202
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Dallas, Texas 75202
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(210) 821-4105
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(210) 821-4105
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller Reporting Company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per share
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $1.00 per share
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200,000,000
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$38.045 (1)
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$7,609,000,000 (1)
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$ 987,648
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(1)
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The price per share was calculated in accordance with Rule 457(c) and (h) of the Securities Act of 1933
for purposes of calculating the registration fee. The fee was computed based on 200,000,000 shares (using the average of the high and low price of the stock on December 10, 2019).
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Pursuant to Rule 416(a) under the Securities Act of 1933, 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.
EXPLANATORY NOTE
This Registration Statement registers an additional 200,000,000 shares of AT&T Inc. common stock to be issued under the AT&T Savings and Security
Plan, the AT&T Retirement Savings Plan, the AT&T Puerto Rico Retirement Savings Plan, and the BellSouth Savings and Security Plan (the “Plans”). Pursuant to General Instruction E of Form S-8,
the contents of the Registration Statements on Form S-8 relating to the Plans (File No. 333-189789
filed on July 3, 2013, File No. 333-173078 filed on March
25, 2011 and File No. 333-162472 filed on October 14, 2009, on behalf of AT&T
Inc., and hereinafter referred to as the “Prior Registration Statements”) is hereby incorporated by reference in this Registration Statement. The Prior Registration Statements are currently effective. This Registration Statement relates to
securities of the same class as those to which the Prior Registration Statements relate, and pursuant to Rule 429, the prospectus incorporated herein is combined with and relates to the Prior Registration Statements.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
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
Dallas, State of Texas, on this 16th day of December 2019.
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AT&T INC.
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By:
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/s/ John J. Stephens
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John J. Stephens
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Senior Executive Vice President
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and Chief Financial Officer
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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:
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Principal Executive Officer:
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Randall L. Stephenson *
Chairman of the Board
and Chief Executive Officer
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Principal Financial and
Accounting
Officer:
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John J. Stephens
Senior Executive Vice
President and Chief Financial Officer
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By:
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/s/ John J. Stephens
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John J. Stephens as attorney-in-fact for Mr. Stephenson, the Directors, and on his own behalf as Principal Financial and Accounting
Officer
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December 16, 2019
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DIRECTORS:
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Samuel A. Di Piazza, Jr. *
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Michael B. McCallister *
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Richard W. Fisher *
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Beth E. Mooney *
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Scott T. Ford *
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Matthew K. Rose *
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Glenn H. Hutchins *
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Cynthia B. Taylor *
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William E. Kennard *
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Laura D’Andrea Tyson *
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Debra L. Lee *
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Geoffrey Y. Yang *
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Stephen J. Luczo *
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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 Dallas, State of Texas, on this 16th day of December 2019.
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AT&T Savings and Security Plan
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AT&T Retirement Savings Plan
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AT&T Puerto Rico Retirement Savings Plan
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BellSouth Savings and Security Plan
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By: AT&T Services, Inc., Plan Administrator
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By:
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/s/ John Palmer
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John Palmer
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Senior Vice President – Human Resources
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AT&T Services, Inc.
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