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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AT&T Inc | NYSE:T | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.01 | -0.06% | 16.81 | 16.92 | 16.73 | 16.81 | 23,989,537 | 00:53:19 |
Delaware
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43-1301883
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(State or other jurisdiction of
|
|
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(I.R.S. Employer Identification No.)
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incorporation or organization)
|
|
|
|
|
|
|
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208 S. Akard Street, Dallas, Texas
|
|
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75202
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(Address of Principal Executive Offices)
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(Zip Code)
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Name, address and telephone number of agent for service:
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Please send copies of all communications to:
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Stacey Maris
|
|
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Wayne Wirtz
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Senior Vice President and Secretary
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Associate General Counsel
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AT&T Inc.
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AT&T Inc.
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208 S. Akard, 29
th
Floor
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208 S. Akard, 29
th
Floor
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Dallas, Texas 75202
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Dallas, Texas 75202
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(210) 821-4105
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(210) 821-4105
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Title of securities to
be registered
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Amount to
be registered
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Proposed maximum offering price
per share
|
Proposed maximum aggregate offering
price
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Amount of registration fee
|
Common Stock, par value $1.00 per share (1)
|
150,000,000(1)
|
$31.44
(2)
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$4,716,000,000
(2)
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$293,689
(3)
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(1)
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The number of shares being registered represents the number of shares of Common Stock which may be sold pursuant to the 2018 Incentive Plan.
|
(2)
|
The price per share was calculated in accordance with Rule 457(c) and (h) of the Securities Act of 1933 for purposes of calculating the registration fee. For shares to be issued pursuant to an employee benefit plan, the maximum aggregate offering price was computed by multiplying 150,000,000 shares by the average of the high and low price of the stock on May 9, 2018 ($31.44 per share).
|
(3)
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Pursuant to Rule 457(p) under the Securities Act of 1933, the amount of the registration fee payable hereunder has been partially offset by previously paid filing fees as follows:
(a)
On November 18, 2016, the Registrant filed a Registration Statement on Form S-4, File Number 333-214712, and paid a filing fee of $3,213,270.72. The offering was completed on February 15, 2017; upon completion of the offering, there were unsold shares remaining for which a filing fee of $293,453.44 had been paid that may be used as an offset against future filings.
(b)
In connection with the filing of this Registration Statement, the total filing fee of $587,142 is hereby offset by $293,453.44, which represents part of the unused portion of the filing fees paid in (a) above.
|
Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of additional shares of Common Stock as is necessary to eliminate any dilutive effect of any future stock split or stock dividend. No additional registration fee is required.
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•
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Our annual report on Form 10-K for the year ended December 31, 2017.
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•
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Our quarterly report on Form 10-Q for the quarter ended March 31, 2018.
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•
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Our current reports on Form 8-K filed with the SEC on January 31, 2018, February 2, 2018, February 5, 2018, February 15, 2018, February 23, 2018, February 27, 2018, March 12, 2018, March 22, 2018, March 29, 2018, April 6, 2018, April 10, 2018, April 23, 2018, April 25, 2018, and May 1, 2018.
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Exhibit
Number
|
Description of Exhibits
|
5
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10
|
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23-a
|
|
23-b
|
|
24
|
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(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)
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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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;
|
|
(iii)
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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;
|
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(2)
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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 the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit 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, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act 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 Act and will be governed by the final adjudication of such issue.
|
By:
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/s/ John J. Stephens
|
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John J. Stephens
|
||
Senior Executive Vice President
|
||
and Chief Financial Officer
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By:
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/s/ John J. Stephens
|
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John J. Stephens, as attorney-in-fact for
|
||
Mr. Stephenson, the Directors, and on his own
|
||
behalf as Principal Financial and Accounting
|
||
Officer
|
May 16, 2018
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Samuel A. Di Piazza, Jr.*
|
Beth E. Mooney *
|
Richard W. Fisher*
|
Joyce M. Roché *
|
Scott T. Ford *
|
Matthew K. Rose *
|
Glenn H. Hutchins *
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Cynthia B. Taylor *
|
William E. Kennard *
|
Laura D'Andrea Tyson *
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Michael B. McCallister *
|
Geoffrey Y. Yang*
|
Exhibit
Number
|
Description of Exhibits
|
5
|
|
10
|
|
23-a
|
|
23-b
|
|
24
|
1 Year AT&T Chart |
1 Month AT&T Chart |
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