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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 2001
REGISTRATION NO. 333-34824
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEXTEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3939651
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2001 EDMUND HALLEY DRIVE
RESTON, VIRGINIA 20191
(703) 433-4000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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LEONARD J. KENNEDY, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
NEXTEL COMMUNICATIONS, INC.
2001 EDMUND HALLEY DRIVE
RESTON, VIRGINIA 20191
(703) 433-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
LISA A. STATER, ESQ.
JONES, DAY, REAVIS & POGUE
3500 SUNTRUST PLAZA
303 PEACHTREE STREET
ATLANTA, GEORGIA 30308-3242
(404) 521-3939
Approximate date of commencement of proposed sale to the public: From time to
time following the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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This post-effective amendment also relates to the registrant's earlier
registration statement on Form S-3 (file no. 333-88971).
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Deregistration of 4 3/4% Convertible Senior Notes due 2007 and Common Stock
Nextel Communications, Inc. hereby amends its registration statement on
Form S-3 (Registration No. 333-34824), filed with the Securities and Exchange
Commission on April 14, 2000 and as amended by Amendment No. 1, filed with the
Commission on April 26, 2000 (the "Registration Statement"), by deregistering
the following:
- $42,585,000 in principal amount of its 4 3/4% convertible senior
notes due 2007;
- 20,048,414 shares of its common stock issuable upon conversion
of the notes; and
- 5,000 additional shares of its common stock.
These notes and shares consist of all the registered notes and shares
that were not transferred pursuant to the registration statement.
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SIGNATURES
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 this post-effective amendment no. 1 on Form S-3
and has duly caused this post-effective amendment no. 1 to the registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Reston, in the Commonwealth of Virginia, on July 10,
2001.
Nextel Communications, Inc.
By: /s/ Leonard J. Kennedy
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Senior Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to the registration statement has been signed
below by the following persons in the capacities and on the dates indicated:
NAME TITLE DATE
---- ----- ----
* Chairman of the Board and
- ----------------------------------------------- Director
William E. Conway, Jr.
/s/ Timothy M. Donahue President, Chief Executive July 10, 2001
- ----------------------------------------------- Officer and Director (Principal
Timothy M. Donahue Executive Officer)
/s/ John S. Brittain, Jr. Vice President, Chief Financial July 10, 2001
- ----------------------------------------------- Officer and Treasurer (Principal
John S. Brittain, Jr. Financial Officer)
* Vice President and Controller
- ----------------------------------------------- (Principal Accounting Officer)
William G. Arendt
* Vice Chairman of the Board and
- ----------------------------------------------- Director
Morgan E. O'Brien
* Director
- -----------------------------------------------
Keith J. Bane
* Director
- -----------------------------------------------
Daniel F. Akerson
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* Director
- -----------------------------------------------
Frank M. Drendel
* Director
- -----------------------------------------------
Craig O. McCaw
* Director
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Dennis M. Weibling
* Director
- -----------------------------------------------
Janet Hill
Director
- -----------------------------------------------
William E. Kennard
/s/ Timothy M. Donahue *Attorney-in-fact July 10, 2001
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Timothy M. Donahue