As filed with the Securities and Exchange Commission on September 10, 2002.
Registration No. 333-99359-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SBC COMMUNICATIONS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-1301883
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
175 E. Houston, San Antonio, Texas 78205-2233
(Address of Principal Executive Offices) (Zip Code)
SBC PAYSOP,
Pacific Telesis Group Employee Stock Ownership Plan,
and Tax Reduction Act Stock Ownership Plan
(Full Title of the Plans)
Name, address and telephone number Please send copies of all communications to:
of agent for service:
Joy Rick Wayne Wirtz, Esq.
SBC Communications Inc. SBC Communications Inc.
175 E. Houston, 11th Floor 175 E. Houston, 2nd Floor
San Antonio, Texas 78205-2233 San Antonio, Texas 78205-2233
(210) 821-4105 (210) 821-4105
EXPLANATORY NOTE
The registrant hereby amends this Registration Statement by filing the
consent of Ernst & Young LLP, independent auditors of SBC Communications Inc.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
Exhibit 23 Consent of Ernst & Young LLP, Independent Auditors
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
Post-Effective Amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of San Antonio, State of
Texas, on this 12th day of June 2003.
SBC COMMUNICATIONS INC.
By: Randall L. Stephenson
Randall L. Stephenson
Senior Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment to registration statement has been signed by the
following persons in the capacities and on the date indicated:
Principal Executive Officer: Edward E. Whitacre, Jr.*
Chairman and Chief Executive Officer
Principal Financial Randall L. Stephenson
and Accounting Officer: Senior Executive Vice President
and Chief Financial Officer
By: Randall L. Stephenson
Randall L. Stephenson, as attorney-in-fact
for Mr. Whitacre, the Directors, and on
his own behalf as Principal Financial
and Accounting Officer
June 12, 2003
------------------------------------------------------------------------------
DIRECTORS:
Gilbert F. Amelio*
Clarence C. Barksdale*
James E. Barnes*
August A. Busch III*
William P. Clark*
Martin K. Eby, Jr.*
Herman E. Gallegos*
Jess T. Hay*
James A. Henderson*
Bobby R. Inman*
Charles F. Knight*
Lynn M. Martin*
John B. McCoy*
Mary S. Metz*
Toni Rembe*
S. Donley Ritchey*
Joyce M. Roche*
Carlos Slim Helu*
Laura D'Andrea Tyson*
Patricia P. Upton*
Edward E. Whitacre, Jr.*
------------------------------------------------------------------------------
* By power of attorney
SIGNATURES
The Plans. Pursuant to the requirements of the Securities Act of 1933 the
administrator for the Plans set forth below has duly caused this Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Antonio, State of
Texas, on this 17th day of June 2003.
SBC PAYSOP
Pacific Telesis Group Employee Stock
Ownership Plan
By SBC Communications Inc.,
Administrator for each of the foregoing Plans
By: Karen E. Jennings
Karen E. Jennings
Senior Executive Vice President-
Human Resources and Communications
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Act of 1933 the
sponsor for the Plan set forth below has duly caused this Post-Effective
Amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Haven, State of
Connecticut, on this 17th day of June 2003.
Tax Reduction Act Stock Ownership Plan
By The Southern New England Telephone Company
Sponsor for the foregoing Plan
By: Michele M. Macauda
Michele M. Macauda
President and Chief Executive Officer