As filed with the Securities and Exchange Commission on May 18, 2005
Registration No. 333-105710
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BELLSOUTH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
A Georgia Corporation I.R.S. Employer No. 58-1533433
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1155 Peachtree St., N.E.
Atlanta, Georgia 30309-3610
Telephone Number (404) 249-2000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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BellSouth Corporation
Employee Stock Purchase Plan
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Agent for Service
Stacey K. Geer
BellSouth Corporation
1155 Peachtree St., N.E., Suite 1800
Atlanta, Georgia 30309-3610
Telephone Number 404-249-4445
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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EXPLANATORY NOTE
The Registrant hereby deregisters 841,756 shares of common stock
covered by this Registration Statement (File No. 333-105710), which were not
issued by the Registrant pursuant to the Registration Statement and related
prospectus. The shares were originally registered in connection with the
Employee Stock Purchase Plan. The Registrant's new agreement with the
Communications Workers of America (CWA), which was signed in September 2004,
provides that the Plan will be discontinued effective January 1, 2005. Purchases
of shares pursuant to the Plan ceased as of March 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 authorized, in the City of Atlanta and State of Georgia,
on the 18th day of May, 2005.
BELLSOUTH CORPORATION
BY: /s/ W. Patrick Shannon
W. Patrick Shannon
Senior Vice President - Finance
and Controller
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates 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* Senior Vice President - Finance and Controller
Directors:
F. Duane Ackerman*
Reuben V. Anderson*
James H. Blanchard*
J. Hyatt Brown
Armando M. Codina*
Kathleen F. Feldstein*
James P. Kelly*
Leo F. Mullin * *By: /s/ W. Patrick Shannon
Robin B. Smith* W. Patrick Shannon,
William S. Stavropoulos* individually and as attorney-in-fact
May 18, 2005