1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 2001
REGISTRATION NO. 333-79499
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO THE
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
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)
------------------------
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)
------------------------
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. [ ]
2
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. [ ]
------------------------
3
Deregistration of Zero Coupon Convertible Preferred Stock and Common Stock
Nextel Communications, Inc. hereby amends its registration statement
on Form S-3 (Registration No. 333-79499), filed with the Securities and Exchange
Commission on May 28, 1999, as amended by Amendment No. 1, filed with the
Commission on July 15, 1999, as amended by Amendment No. 2, filed with the
Commission on August 5, 1999, and as amended by Amendment No. 3, filed with the
Commission on August 12, 1999 (the "Registration Statement") by deregistering
the following:
- 4,575 shares of its zero coupon convertible preferred stock due 2013;
- 4,915,806 shares of its common stock into which such shares of the
zero coupon convertible preferred stock could be converted; and
- 1,190 shares of its common stock that were issued as liquidated
damages to some holders of the zero coupon convertible preferred
stock.
These shares consist of all the registered shares that were not
transferred pursuant to the registration statement.
4
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 January 30, 2001.
Nextel Communications, Inc.
By: /s/ John S. Brittain, Jr.
---------------------------------------------
John S. Brittain, Jr.
Vice President, Treasurer and Chief Financial
Officer
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
Daniel F. Akerson
* President, Chief Executive
- --------------------------- Officer and Director
Timothy M. Donahue
/s/ John S. Brittain, Jr. Vice President, Treasurer and
- --------------------------- Chief Financial Officer
John S. Brittain, Jr. (Principal Financial Officer)
* Vice President and Controller
- --------------------------- (Principal Accounting
William G. Arendt Officer)
Vice Chairman of the Board
- --------------------------- and Director
Morgan E. O'Brien
* Director
- ---------------------------
Keith J. Bane
* Director
- ---------------------------
William E. Conway, Jr.
5
* Director
- ---------------------------
Frank M. Drendel
* Director
- ---------------------------
Craig O. McCaw
* Director
- ---------------------------
Dennis M. Weibling
Director
- ---------------------------
Janet Hill
*Thomas J. Sidman, the undersigned attorney-in-fact, by signing his name hereto,
does hereby sign and execute this post-effective amendment no. 1 to this
registration statement on behalf of the above indicated officers and directors
(constituting a majority of the directors) pursuant to a power of attorney filed
with the Securities and Exchange Commission.
/s/ Thomas J. Sidman Attorney-in-fact
- ---------------------------
*Thomas J. Sidman January 30, 2001