Registration No. 333 -
Securities and Exchange Commission
Washington, D.C. 20549
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Form S-8
Registration Statement
Under
The Securities Act of 1933
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BellSouth Corporation
A Georgia I.R.S. Employer
Corporation No. 58-1533433
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404-249-2000
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BellSouth
Employee Stock Purchase Plan
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Agent for Service:
Chris G. Beasley
BellSouth Corporation
15G03 Campanile
1155 Peachtree Street, N.E.
Atlanta, Georgia 30309-3610
Telephone Number 404-249-2920
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Calculation of Registration Fee
proposed proposed
title of amount maximum maximum amount of
securities to to be offering price aggregate registration
Be Registered registered per share offering price fee
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Common Stock, 900,000 $31.025(c) $27,922,500(c) $2,569(c)
par value $1 shares (b)
per share (a)
(a) Includes preferred stock purchase rights under the BellSouth Corporation
Shareholder Rights Agreement.
(b) If, prior to the completion of the distribution of the Common Stock covered
by this registration statement, additional shares of such Common Stock are
issued or issuable as a result of a stock split or stock dividend, this
registration statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(c) The price per share was estimated in accordance with Rule 457(c) and (h)
for purposes of calculating the registration fee.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus relating
to this registration statement is a combined prospectus relating also to
registration statement no. 333-49169 filed by the registrant on Form S-8 on
April 1, 1998.
Part II
Information required in the registration statement
Item 3. Incorporation of Documents by Reference.
The following documents have been previously filed by BellSouth Corporation with
the Securities and Exchange Commission (File No. 1-8607) and are incorporated by
reference into this registration statement as of their respective dates:
1. BellSouth's Annual Report on Form 10-K for the year ended December 31,
2001.
All documents filed by BellSouth pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, subsequent to the date of
this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this registration statement and to be a part
hereof from the date of filing such documents.
Copies of the above documents (other than exhibits to such documents) may be
obtained upon request without charge upon writing to BellSouth Corporation, Room
15G03, 1155 Peachtree Street, N.E., Atlanta, Georgia, 30309-3610.
Item 5. Interests of Named Experts and Counsel.
Stacey K. Geer, Chief Securities Counsel of BellSouth Corporation, is rendering
an opinion regarding the legality of the Common Stock.
Item 6. Indemnification of Directors and Officers.
As authorized by the Georgia Business Corporation Code (the "GBCC"), BellSouth's
articles of Incorporation limit the monetary liability of its directors to
BellSouth or its shareholders for any breach of their duty of care or any other
duty as a director except (i) for misappropriation of any business opportunity
of BellSouth, (ii) for acts or omissions not in good faith or which constitute
intentional misconduct or a knowing violation of law, (iii) for liability for
certain unlawful distributions, or (iv) for any transaction from which the
director derived an improper personal benefit.
As authorized by the GBCC, the shareholders of BellSouth have adopted an
amendment to the Bylaws expanding directors' and officers' indemnification
rights and have approved a form of Indemnity Agreement which BellSouth may enter
with its directors or officers. A person with whom BellSouth has entered into
such an Indemnity Agreement (an "Indemnitee") shall be indemnified against
liabilities and expenses related to such person's capacity as an officer or
director or to capacities served with other entities at the request of
BellSouth, except for claims excepted from the limited liability provisions
described above. An Indemnitee is also entitled to the benefits of any
directors' and officers' liability insurance policy maintained by BellSouth, and
in the event of a "change in control" (as defined in the Indemnity Agreement),
obligations under the Indemnity Agreement will be secured with a letter of
credit in favor of the Indemnitee in an amount of not less than $1,000,000.
BellSouth has entered into Indemnity Agreements with each of its directors.
The GBCC generally empowers a corporation, without shareholder approval, to
indemnify directors against liabilities in proceedings to which they are named
by reason of serving as a director of the corporation, if such person acted in a
manner believed in good faith to be in or not opposed to the best interests of
the corporation and, in the case of a criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. Without shareholder approval,
indemnification is not permitted of a director adjudged liable to the
corporation in a proceeding by or in the right of the corporation or a
proceeding in which the director is adjudged liable based on a personal benefit
improperly received, absent judicial determination that, in view of the
circumstances, such person is fairly and reasonably entitled to indemnification
of reasonable expenses incurred.
The GBCC permits indemnification and advancement of expenses to officers who are
not directors, to the extent consistent with public policy. The GBCC provides
for mandatory indemnification of directors and officers who are successful in
defending against any proceeding to which they are named because of their
serving in such capacity.
BellSouth's Bylaws also provide that BellSouth shall indemnify any person made
or threatened to be made a party to any action (including any action by or in
the right of BellSouth) by reason of service as a director or officer of
BellSouth or the Company, respectively (or of another entity at BellSouth's
request), against liabilities and expenses to the maximum extent permitted by
the GBCC.
The general limitations in the GBCC as to indemnification may be superseded to
the extent of the limited liability provision (with respect to directors) in
BellSouth's Articles of Incorporation and the Indemnity Agreements, as
authorized by the shareholders and as described above.
The directors and officers of BellSouth are covered by liability insurance
policies pursuant to which (a) they are insured against loss arising from
certain claims made against them, jointly or severally, during the policy period
for any actual or alleged breach of duty, neglect, error, misstatement,
misleading statements, omission or other wrongful act and (b) BellSouth is
entitled to have paid by the insurers, or to have the insurers reimburse
BellSouth, for amounts paid by it, in respect of such claims if BellSouth is
required to indemnify officers and directors for such claims.
Item 8. Exhibits.
Exhibit
Number
5 Opinion of Stacey K. Geer.
23 Consent of PricewaterhouseCoopers LLP.
23a Consent of Stacey K. Geer
(contained in opinion filed as Exhibit 5).
24 Powers of Attorney.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
BellSouth's annual report pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 and each filing of the plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise (other than the
insurance policies referred to therein), the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Signatures
Pursuant to the requirements of the Securities Act, 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 registration statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta and State of Georgia, on the 7 day of May,
2002.
BellSouth Corporation
By /s/ W. Patrick Shannon
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W. Patrick Shannon
Vice President - Finance
Pursuant to the requirements of the Securities Act, this registration statement
or amendment thereto has been signed below by the following persons in the
capacities and on the date indicated.
Principal Executive Officer:
F. Duane Ackerman*
Chairman of the Board,
President and Chief Executive Officer
Principal Financial Officer:
Ronald M. Dykes*
Chief Financial Officer
Principal Accounting Officer:
W. Patrick Shannon*
Vice President - Finance
Directors:
F. Duane Ackerman* James P. Kelly*
Reuben V. Anderson* Joseph M. Magliochetti*
James H. Blanchard* Leo F. Mullin*
J. Hyatt Brown* Eugene F. Murphy*
Armando M. Codina* Robin B. Smith*
Kathleen F. Feldstein* William S. Stavropoulos*
By /s/ W. Patrick Shannon
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W. Patrick Shannon
(Individually and as Attorney-in-Fact)
May 7, 2002
*by power of attorney
EXHIBIT INDEX
Exhibit
Number
5 Opinion of Stacey K. Geer.
23 Consent of PricewaterhouseCoopers LLP.
23a Consent of Stacey K. Geer (contained in
opinion filed as Exhibit 5).
24 Powers of Attorney.