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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2000 (May 25, 2000)
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-19656 36-3939651
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2001 EDMUND HALLEY DRIVE, RESTON, VIRGINIA 20191
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 433-4000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 26, 2000, Nextel issued a press release announcing the approval at
its annual shareholders meeting of an amendment to its certificate of
incorporation and of an amended and restated incentive equity plan. A copy of
the press release is filed as Exhibit 99.1 hereto and is incorporated herein by
reference. Under the certificate of incorporation, as amended, Nextel has the
authority to issue 2,233,883,948 shares of capital stock, which are divided into
nine classes or series as follows:
- 2,060,000,000 shares of class A common stock, par value $0.001 per
share;
- 100,000,000 shares of class B nonvoting common stock, par value $0.001
per share;
- 26,941,933 shares of class A convertible redeemable preferred stock,
stated value $36.75 per share;
- 82 shares of class B convertible preferred stock, stated value $1.00
per share;
- 26,941,933 shares of class C convertible redeemable preferred stock,
stated value $36.75 per share;
- 1,600,000 shares of series D preferred stock;
- 2,200,000 shares of series E preferred stock;
- 800,000 shares of zero coupon convertible preferred stock; and
- 15,400,000 shares of undesignated preferred stock.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
NOT APPLICABLE
(b) PRO FORMA FINANCIAL INFORMATION.
NOT APPLICABLE
(c) EXHIBITS.
Exhibit No Exhibit Description
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3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of Nextel
99.1 Press Release
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NEXTEL COMMUNICATIONS, INC.
Date: May 26, 2000 By: /s/ THOMAS J. SIDMAN
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Thomas J. Sidman
Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No Exhibit Description
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3.1 Certificate of Amendment of the Restated Certificate of
Incorporation of Nextel
99.1 Press Release