AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 2005
REGISTRATION NO. 333-64484
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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)
5565 GLENRIDGE CONNECTOR
ATLANTA, GEORGIA 30342
(404) 236-7895
(Address of registrant's principal executive offices)
AT&T WIRELESS SERVICES, INC. 2001 LONG TERM INCENTIVE PLAN
AT&T WIRELESS SERVICES, INC. EMPLOYEE STOCK PURCHASE PLAN
AT&T WIRELESS SERVICES, INC. ADJUSTMENT PLAN
AT&T WIRELESS 401(K) SAVINGS PLAN
(Full titles 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 Registration Statement on
Form S-8 (registration number 333-64484) (the "Registration Statement")
filed with the Securities and Exchange Commission on July 3, 2001 which
registered 323,000,000 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") and participation
interests related to the Company's 401(k) Savings Plan.
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, has been merged with and into the
Company (the "Merger"). As a result of the Merger, the Company became 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 (these actions are collectively
referred to as the "Merger").
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 and participation
interests 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
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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
THE AT&T WIRELESS 401(k) SAVINGS PLAN
Pursuant to requirements of the Securities Act of 1933, as amended,
the person that administers the AT&T Wireless 401(k) Savings Plan has duly
caused this Post-Effective Amendment to be signed on the plan's behalf by
the undersigned, thereunto duly authorized, in the City of Atlanta, State
of Georgia, on the 14th day of February, 2005.
AT&T WIRELESS 401(k) SAVINGS PLAN
BY: NEW CINGULAR WIRELESS SERVICES, INC.
/s/ Rickford Bradley
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By: Rickford Bradley