AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2005
REGISTRATION NO. 333-74098
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW CINGULAR WIRELESS SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1379052
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
incorporation or organization)
5565 GLENRIDGE CONNECTOR
ATLANTA, GEORGIA 30342
(404) 236-7895
(Address of registrant's principal executive offices)
TELECORP PCS, INC. 1999 STOCK OPTION PLAN, DATED JUNE 23, 1999, AS AMENDED
TELECORP PCS, INC. 2000 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN
TRITEL, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
TRITEL, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN FOR
NONEMPLOYEE DIRECTORS, EFFECTIVE JANUARY 7, 1999
(Full title of the plans)
PHILIP K. TESKE
EXECUTIVE DIRECTOR-FINANCIAL REPORTING
NEW CINGULAR WIRELESS SERVICES, INC.
5565 GLENRIDGE CONNECTOR
ATLANTA, GEORGIA 30342
(404) 236-7895
(Name, address, and telephone number of agent for service)
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RECENT EVENTS: DEREGISTRATION
This Post-Effective Amendment relates to the Post-Effective Amendment
No. 1 on Form S-8 to Form S-4 (registration number 333-74098) (the
"Registration Statement") filed with the Securities and Exchange Commission
on April 1, 2002 which registered 10,892,496 shares of common stock, par
value $.01 per share (the "Common Stock"), of New Cingular Wireless
Services, Inc., formerly known as AT&T Wireless Services, Inc. (the
"Company").
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, on October 26, 2004, Links, a
wholly owned subsidiary of Cingular, merged with and into the Company (the
"Merger"). As a result of the Merger, the Company has become a wholly owned
subsidiary of Cingular and all outstanding shares of the Company's Common
Stock (and associated Rights to Purchase Preferred Stock) have been
converted into the right to receive $15.00 in cash and each share of the
Company's Series C Preferred Stock and Series E Preferred Stock has been
converted into the right to receive an amount of cash equal to its then
applicable liquidation preference.
In connection with 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 Atlanta, State of
Georgia, on this 14th day of February, 2005.
NEW CINGULAR WIRELESS SERVICES, INC.
By: /s/ Stanley T. Sigman
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Name: Stanley T. Sigman
Title: 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
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/s/ Stanley T. Sigman President and Chief Executive
----------------------------- Officer; Director (Principal
Stanley T. Sigman Executive Officer)
Chief Financial Officer
/s/ Peter A. Ritcher (Principal Financial and Accounting
----------------------------- Officer)
Peter A. Ritcher
/s/ Ralph de la Vega
----------------------------- Director
Ralph de la Vega
/s/ Carol Tacker
------------------------------ Director
Carol Tacker