<PAGE>
As filed with the Securities and Exchange Commission on August 2, 1999
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------
FOCAL COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
Delaware 36-4167094
(State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
200 North LaSalle Street, Suite 1100
Chicago, Illinois 60601
(Address of Principal Executive Offices)
1998 Equity Plan for Non-Employee Directors
(Full Title of the Plan)
-------------------
Joseph A. Beatty
Executive Vice President and Chief Financial Officer
Focal Communications Corporation
200 North LaSalle Street, Suite 1100
Chicago, Illinois 60601
(Name and Address of Agent For Service)
(312) 895-8400
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
Elizabeth C. Kitslaar
Jones, Day, Reavis & Pogue
77 West Wacker
Chicago, Illinois 60601-1692
(312) 269-4114
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Proposed
Maximum Maximum
Amount To Be Offering Price Aggregate Amount Of
Title Of Securities To Be Registered Registered Per Share/(1)/ Offering Price(/1)/ Registration Fee
==========================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 150,000 shares $17.98 $ 2,697,000.00 $ 750.00
==========================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h) of Rule 457 under the
Securities Act, on the basis of the average of high and low sale prices of
the shares of Common Stock, par value $.01 per share, of the Company (the
"Common Stock"), on the Nasdaq National Market on July 28, 1999.
==============================================================================
<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by Focal Communications Corporation (the
"Company" or the "Registrant") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, filed with the Commission on March 31, 1999, as
amended on Form 10-K/A, filed with the Commission on April 7, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed with the Commission on May 7, 1999, as
amended on Form 10- Q/A, filed with the Commission on July 6, 1999;
and
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A, filed with the
Commission on July 26, 1999 (Reg. No. 000-26821) (the "Form 8-A").
All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all securities offered under this Registration Statement have
been sold, or deregistering all securities then remaining unsold, are also
incorporated by reference and shall be a part hereof from the date of filing of
such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
We have statutory authority to indemnify our officers and directors.
The applicable provisions of the Delaware General Corporation Law state that, to
the extent an officer or director is successful on the merits or otherwise, a
corporation may indemnify any person who
<PAGE>
was or is a party or who is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (each, a "Person"),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by such Person, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In any
threatened, pending or completed action by or in the right of the corporation, a
corporation also may indemnify any such Person for costs actually and reasonably
incurred by him in connection with that action's defense or settlement, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to, the best interests of the corporation; however, no indemnification
shall be made with respect to any claim, issue or matter as to which such Person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that a court shall determine that such indemnity is proper.
Under the applicable provisions of the Delaware General Corporation
Law, any indemnification shall be made by the corporation only as authorized in
the specific case upon a determination that the indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct. Such determination shall be made:
(1) By the Board of Directors by a majority vote of the
directors who are not parties to such action, suit or proceeding, even
if less than a quorum;
(2) By a committee of such directors designated by a majority
vote of the directors who are not parties to such action, suit or
proceeding, even if less than a quorum;
(3) If there are no such directors, or if such directors so
direct, by independent legal counsel in a written opinion; or
(4) By the stockholders.
The Company's certificate of incorporation and bylaws provide for
indemnification to the full extent permitted by the laws of the State of
Delaware against and with respect to threatened, pending or completed actions,
suits or proceedings arising from or alleged to arise from, a party's actions or
omissions as a director, officer, employee or agent of the Company or of any
subsidiary of the Company or of any other corporation, partnership, joint
venture, trust or other entity which he has served in such capacity at the
request of the Company if such acts or omissions occurred or were or are alleged
to have occurred, while said party was a director, officer, employee or agent of
the Company.
In addition, the Company maintains liability insurance for its
directors and officers.
2
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Certificate of Incorporation
(incorporated by reference to Exhibit No. 3.3 to the
Company's Registration Statement on Form S-1 originally
filed with the Commission on May 7, 1999 (Registration No.
333-77995) (the "S-1"))
4.2 Amended and Restated By-Laws (incorporated by reference to
Exhibit No. 3.5 of the S-1)
4.3 Indenture with Harris Trust and Savings Bank, dated February
18, 1998 (incorporated by reference to Exhibit No. 4.1 to
the Company's Registration Statement on Form S-4 originally
filed with the Commission on August 13, 1998 (Registration
No. 333-49397) (the "S-4"))
4.4 Initial Global 12.125% Senior Discount Note Due February 15,
2008, dated February 18, 1998 (incorporated by reference to
Exhibit No. 4.2 of the S-4)
4.5 Stock Purchase Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III,
L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty, and
Robert C. Taylor Jr., dated November 27, 1996 (incorporated
by reference to Exhibit No. 4.5 of the S-4)
4.6 Amendment No. 1 to Stock Purchase Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor Jr., dated January 23, 1998
(incorporated by reference to Exhibit No. 4.6 of the S-4)
4.7 Amendment No. 2 to Stock Purchase Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No. 4.8 to the
Company's Quarterly Report on Form 10-Q for the period
ending September 30, 1998, originally filed with the
Securities and Exchange Commission on November 16, 1998 (the
"3rd Quarter 1998 10-Q"))
4.8 Vesting Agreement with Madison Dearborn Capital Partners,
L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty and
Robert C. Taylor, Jr., dated as of November 27, 1996
(incorporated by reference to Exhibit No. 4.1 of the 3rd
Quarter 1998 10-Q)
3
<PAGE>
4.9 Vesting Agreement with Frontenac VI, L.P., Brian F. Addy,
John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr.,
dated as of November 27, 1996 (incorporated by reference to
Exhibit No. 4.2 of the 3rd Quarter 1998 10-Q)
4.10 Vesting Agreement with Battery Ventures III, L.P., Brian F.
Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor,
Jr., dated as of November 27, 1996 (incorporated by
reference to Exhibit No. 4.3 of the 3rd Quarter 1998 10-Q)
4.11 Amendment No. 1 to Vesting Agreement and Consent as of
August 21, 1998, between the Company and Madison Dearborn
Capital Partners, L.P., Frontenac VI, L.P., Battery Ventures
III, L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.4 of the 3rd
Quarter 1998 10-Q)
4.12 Amendment No. 1 to Vesting Agreement and Consent as of
August 21, 1998, between the Company and Madison Dearborn
Capital Partners, L.P., Frontenac VI, L.P., Battery Ventures
III, L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.5 of the 3rd
Quarter 1998 10-Q)
4.13 Amendment No. 1 to Vesting Agreement and Consent as of
August 21, 1998, between the Company and Madison Dearborn
Capital Partners, L.P., Frontenac VI, L.P., Battery Ventures
III, L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.6 of the 3rd
Quarter 1998 10-Q)
4.14 Form of Restricted Stock Agreement, dated September 30, 1998
between the Company and each of Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor, Jr.
(incorporated by reference to Exhibit No. 4.7 of the 3rd
Quarter 1998 10-Q)
4.15 Stockholders Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III,
L.P., Brian F. Addy, John R. Barnicle, Joseph Beatty, and
Robert C. Taylor Jr., dated November 27, 1996 (incorporated
by reference to Exhibit No. 4.11 of the S-4)
4.16 Amendment No. 1 to Stockholders Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor Jr., dated as of July 7, 1998
(incorporated by reference to Exhibit No. 4.9 of the 3rd
Quarter 1998 10-Q)
4
<PAGE>
4.17 Amendment No. 2 to Stockholders Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No. 4.10 of the
3rd Quarter 1998 10-Q)
4.18 Amendment No. 3 to Stockholders Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor Jr., dated as of February 16,
1999 (incorporated by reference to Exhibit No. 4.16 to the
Company's Annual Report on Form 10-K for year ended December
31, 1998 originally filed with the Commission on March 31,
1998 (the "1998 10-K"))
4.19 Executive Stock Agreement and Employment Agreement with
Brian F. Addy, dated November 27, 1996 (incorporated by
reference to Exhibit No. 4.12 of the S-4)
4.20 Executive Stock Agreement and Employment Agreement with John
R. Barnicle, dated November 27, 1996 (incorporated by
reference to Exhibit No. 4.13 of the S-4)
4.21 Executive Stock Agreement and Employment Agreement with
Joseph A. Beatty, dated November 27, 1996 (incorporated by
reference to Exhibit No. 4.14 of the S-4)
4.22 Executive Stock Agreement and Employment Agreement with
Robert C. Taylor, Jr., dated November 27, 1996 (incorporated
by reference to Exhibit No. 4.15 of the S-4)
4.23 Amendment No. 1 to Executive Employment Agreement and
Consent with Brian F. Addy, dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.11 of the 3rd
Quarter 1998 10-Q)
4.24 Amendment No. 1 to Executive Employment Agreement and
Consent with John R. Barnicle, dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.12 of the 3rd
Quarter 1998 10-Q)
4.25 Amendment No. 1 to Executive Employment Agreement and
Consent with Joseph Beatty, dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.13 of the 3rd
Quarter 1998 10-Q)
4.26 Amendment No. 1 to Executive Employment Agreement and
Consent with Robert C. Taylor, dated as of August 21, 1998
(incorporated by reference to Exhibit No. 4.14 of the 3rd
Quarter 1998 10-Q)
4.27 Registration Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III,
L.P., Brian F. Addy, John R.
5
<PAGE>
Barnicle, Joseph Beatty, and Robert C. Taylor Jr., dated
November 27, 1996 (incorporated by reference to Exhibit No.
4.16 of the S-4)
4.28 Amendment No. 1 to Registration Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No. 4.15 of the
3rd Quarter 1998 10-Q)
4.29 Amendment No. 4 to Stockholders Agreement with Madison
Dearborn Capital Partners, L.P., Frontenac VI, L.P., Battery
Ventures III, L.P., Brian F. Addy, John R. Barnicle, Joseph
Beatty and Robert C. Taylor, Jr., dated as of May 21, 1999
(incorporated by reference to Exhibit No. 4.27 of the S-1)
4.30 1998 Equity Plan for Non-Employee Directors (incorporated by
reference to Exhibit No. 10.9 of the 3rd Quarter 1998 10-Q)
4.31 Form of Nonqualified Stock Option Agreement for use in
connection with the 1998 Equity Plan for Non-Employee
Directors
4.32 Form of Participation Agreement for use in connection with
the 1998 Equity Plan for Non-Employee Directors
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit
5.1)
23.2 Consent of Independent Public Accountants
24.1 Power 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;
(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.
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
6
<PAGE>
is registered) and any deviation from the low or high 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) 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 Registration Statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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 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.
7
<PAGE>
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 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on August 2, 1999.
FOCAL COMMUNICATIONS CORPORATION
By: /s/ Robert C. Taylor
-------------------------------
Robert C. Taylor
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert C. Taylor, Jr. Director, President and Chief August 2, 1999
- -----------------------------
Robert C. Taylor, Jr. Executive Officer
/s/ John R. Barnicle Director, Executive Vice August 2, 1999
- ------------------------------
John R. Barnicle President and Chief
Operating Officer
/s/ Joseph A. Beatty Executive Vice President and August 2, 1999
- ------------------------------
Joseph A. Beatty Chief Financial Officer
/s/ Gregory J. Swanson Controller August 2, 1999
- ----------------------------
Gregory J. Swanson
</TABLE>
______________________________________________________________________________
8
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James E. Crawford, III Director August 2, 1999
- -------------------------------
James E. Crawford, III
/s/ John A. Edwardson Director August 2, 1999
- -----------------------------
John A. Edwardson
/s/ Paul J. Finnegan Director August 2, 1999
- --------------------------------
Paul J. Finnegan
/s/ Richard D. Frisbie Director August 2, 1999
- -------------------------------
Richard D. Frisbie
/s/ James N. Perry, Jr. Director August 2, 1999
- --------------------------------
James N. Perry, Jr.
/s/ Paul G. Yovovich Director August 2, 1999
- ------------------------------
Paul G. Yovovich
</TABLE>
* Joseph A. Beatty, the undersigned attorney-in-fact, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf of
the above indicated Registrant and officers and directors thereof (constituting
a majority of the directors) pursuant to a Power of Attorney filed with the
Securities and Exchange Commission.
August 2, 1999 By: /s/ Joseph A. Beatty
---------------------------------------
Joseph A. Beatty
Executive Vice President and Chief
Financial Officer
9
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation Incorporated by
(incorporated by reference to Exhibit No. 3.3 to reference
the Company's Registration Statement on Form S-1
originally filed with the Commission on May 7,
1999 (Registration No. 333-77995) (the "S-1"))
4.2 Amended and Restated By-Laws (incorporated by Incorporated by
reference to Exhibit No. 3.5 to the S-1) reference
4.3 Indenture with Harris Trust and Savings Bank, Incorporated by
dated February 18, 1998 (incorporated by reference
reference to Exhibit No. 4.1 to the Company's
Registration Statement on Form S-4 originally
filed with the Securities and Exchange Commission
on August 13, 1998 (Registration No. 333-49397)
(the "S-4"))
4.4 Initial Global 12.125% Senior Discount Note Due Incorporated by
February 15, 2008, dated February 18, 1998 reference
(incorporated by reference to Exhibit No. 4.2 of
the S-4)
4.5 Stock Purchase Agreement with Madison Dearborn Incorporated by
Capital Partners, L.P., Frontenac VI, L.P., reference
Battery Ventures III, L.P., Brian F. Addy, John
R. Barnicle, Joseph Beatty, and Robert C. Taylor
Jr., dated November 27, 1996 (incorporated by
reference to Exhibit No. 4.5 of the S-4)
4.6 Amendment No. 1 to Stock Purchase Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor Jr., dated January 23, 1998
(incorporated by reference to Exhibit No. 4.6 of
the S-4)
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<S> <C> <C>
4.7 Amendment No. 2 to Stock Purchase Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No.
4.8 to the Company's Quarterly Report on Form 10-
Q for the period ending September 30, 1998,
originally filed with the Commission on November
16, 1998 (the "3rd Quarter 1998 10-Q"))
4.8 Vesting Agreement with Madison Dearborn Capital Incorporated by
Partners, L.P., Brian F. Addy, John R. Barnicle, reference
Joseph Beatty and Robert C. Taylor, Jr., dated as
of November 27, 1996 (incorporated by reference
to Exhibit No. 4.1 of the 3rd Quarter 1998 10-Q)
4.9 Vesting Agreement with Frontenac VI, L.P., Brian Incorporated by
F. Addy, John R. Barnicle, Joseph Beatty and reference
Robert C. Taylor, Jr., dated as of November 27,
1996 (incorporated by reference to Exhibit No.
4.2 of the 3rd Quarter 1998 10-Q)
4.10 Vesting Agreement with Battery Ventures III, Incorporated by
L.P., Brian F. Addy, John R. Barnicle, Joseph reference
Beatty and Robert C. Taylor, Jr., dated as of
November 27, 1996 (incorporated by reference to
Exhibit No. 4.3 of the 3rd Quarter 1998 10-Q)
4.11 Amendment No. 1 to Vesting Agreement and Consent
as of August 21, 1998, between the Company and
Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No.
4.4 of the 3rd Quarter 1998 10-Q)
4.12 Amendment No. 1 to Vesting Agreement and Consent Incorporated by
as of August 21, 1998, between the Company and reference
Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No.
4.5 of the 3rd Quarter 1998 10-Q)
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<S> <C> <C>
4.13 Amendment No. 1 to Vesting Agreement and Consent Incorporated by
as of August 21, 1998, between the Company and reference
Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No.
4.6 of the 3rd Quarter 1998 10-Q)
4.14 Form of Restricted Stock Agreement, dated Incorporated by
September 30, 1998 between the Company and each reference
of Brian F. Addy, John R. Barnicle, Joseph
Beatty, and Robert C. Taylor, Jr. (incorporated
by reference to Exhibit No. 4.7 of the 3rd
Quarter 1998 10-Q)
4.15 Stockholders Agreement with Madison Dearborn Incorporated by
Capital Partners, L.P., Frontenac VI, L.P., reference
Battery Ventures III, L.P., Brian F. Addy, John
R. Barnicle, Joseph Beatty, and Robert C. Taylor
Jr., dated November 27, 1996 (incorporated by
reference to Exhibit No. 4.11 of the S-4)
4.16 Amendment No. 1 to Stockholders Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor Jr., dated as of July 7,
1998 (incorporated by reference to Exhibit No.
4.9 of the 3rd Quarter 1998 10-Q)
4.17 Amendment No. 2 to Stockholders Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No.
4.10 of the 3rd Quarter 1998 10-Q)
4.18 Amendment No. 3 to Stockholders Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor Jr., dated as of February
16, 1999 (incorporated by reference to Exhibit
No. 4.16 to the Company's Annual Report on Form
10-K for year ended December 31, 1998 originally
filed with the Commission on March 31, 1998 (the
"1998 10-K"))
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<S> <C> <C>
4.19 Executive Stock Agreement and Employment Incorporated by
Agreement with Brian F. Addy, dated November 27, reference
1996 (incorporated by reference to Exhibit No.
4.12 of the S-4)
4.20 Executive Stock Agreement and Employment Incorporated by
Agreement with John R. Barnicle, dated November reference
27, 1996 (incorporated by reference to Exhibit
No. 4.13 of the S-4)
4.21 Executive Stock Agreement and Employment Incorporated by
Agreement with Joseph A. Beatty, dated November reference
27, 1996 (incorporated by reference to Exhibit
No. 4.14 of the S-4)
4.22 Executive Stock Agreement and Employment Incorporated by
Agreement with Robert C. Taylor, Jr., dated reference
November 27, 1996 (incorporated by reference to
Exhibit No. 4.15 of the S-4)
4.23 Amendment No. 1 to Executive Employment Agreement Incorporated by
and Consent with Brian F. Addy, dated as of reference
August 21, 1998 (incorporated by reference to
Exhibit No. 4.11 of the 3rd Quarter 1998 10-Q)
4.24 Amendment No. 1 to Executive Employment Agreement Incorporated by
and Consent with John R. Barnicle, dated as of refereence
August 21, 1998 (incorporated by reference to
Exhibit No. 4.12 of the 3rd Quarter 1998 10-Q)
4.25 Amendment No. 1 to Executive Employment Agreement Incorporated by
and Consent with Joseph Beatty, dated as of reference
August 21, 1998 (incorporated by reference to
Exhibit No. 4.13 of the 3rd Quarter 1998 10-Q)
4.26 Amendment No. 1 to Executive Employment Agreement Incorporated by
and Consent with Robert C. Taylor, dated as of reference
August 21, 1998 (incorporated by reference to
Exhibit No. 4.14 of the 3rd Quarter 1998 10-Q)
4.27 Registration Agreement with Madison Dearborn Incorporated by
Capital Partners, L.P., Frontenac VI, L.P., reference
Battery Ventures III, L.P., Brian F. Addy, John
R. Barnicle, Joseph Beatty, and Robert C. Taylor
Jr., dated November 27, 1996 (incorporated by
reference to Exhibit No. 4.16 of the S-4)
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
- -------------- ----------- -------------
<S> <C> <C>
4.28 Amendment No. 1 to Registration Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty,
and Robert C. Taylor Jr., dated as of August 21,
1998 (incorporated by reference to Exhibit No.
4.15 of the 3rd Quarter 1998 10-Q)
4.29 Amendment No. 4 to Stockholders Agreement with Incorporated by
Madison Dearborn Capital Partners, L.P., reference
Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty
and Robert C. Taylor, Jr., dated as of May 21,
1999 (incorporated by reference to Exhibit No.
4.27 of the S-1)
4.30 1998 Equity Plan for Non-Employee Directors Incorporated by
(incorporated by reference to Exhibit No. 10.9 of reference
the 3rd quarter 1998 10-Q)
4.31 Form of Nonqualified Stock Option Agreement for 15
use in connection with the 1998 Equity Plan for
Non-Employee Directors
4.32 Form of Participation Agreement for use in 21
connection with the 1998 Equity Plan for Non-
Employee Directors
5.1 Opinion of Jones, Day, Reavis & Pogue 23
23.1 Consent of Jones, Day, Reavis & Pogue (included 23
in Exhibit 5.1)
23.2 Consent of Independent Public Accountants 24
24.1 Power of Attorney 25
</TABLE>
14
<PAGE>
Exhibit 4.31
[Standard Form]
Form of Director Option Agreement
---------------------------------
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
THIS AGREEMENT (the "Agreement") is made as of ______ (the "Date of Grant")
by and between Focal Communications Corporation, a Delaware corporation (the
"Company"), and _______ (the "Optionee").
1. Definitions. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Company's 1998 Equity Plan for
Non-Employee Directors (the "Plan").
2. Grant of Stock Option. Subject to and upon the terms, conditions
and restrictions set forth in this Agreement and in the Plan, the Company hereby
grants to the Optionee as of the Date of Grant a stock option (the "Option") to
purchase _____________ shares of Common Stock (the "Optioned Shares"). The
Option may be exercised from time to time in accordance with the terms of this
Agreement. The price at which the Optioned Shares may be purchased pursuant to
this Option shall be _____________ per share, subject to adjustment as
hereinafter provided (the "Option Price"). The Option is intended to be a non-
qualified stock option and shall not be treated as an "incentive stock option"
within the meaning of that term under Section 422 of the Code, or any successor
provision thereto.
3. Term of Option. The term of the Option shall commence on the
Date of Grant and, unless earlier terminated in accordance with Section 7
hereof, shall expire ten (10) years from the Date of Grant.
4. Vesting of Option. Subject to the expiration or earlier
termination of the Option, the Optioned Shares granted hereby shall become
exercisable as follows:
(i) ten percent (10%) of the Optioned Shares shall become exercisable on
the Date of Grant; and
(ii) an additional fifteen percent (15%) of the Optioned Shares shall
become exercisable on the date that is six (6) months after the Date
of Grant and on each of the six (6) month anniversaries of such date
thereafter until all of the Optioned Shares are exercisable.
To the extent the Option is exercisable, it may be exercised in whole or in
part. In no event shall the Optionee be entitled to acquire a fraction of one
Optioned Share pursuant to this Option. The Optionee shall be entitled to the
privileges of ownership with respect to Optioned Shares purchased and delivered
to him or her only upon the exercise of all or part of this Option.
<PAGE>
5. Transferability of Option. The Option granted hereby shall be
neither transferable nor assignable by the Optionee other than by will or by the
laws of descent and distribution and may be exercised, during the lifetime of
the Optionee, only by the Optionee, or in the event of his or her legal
incapacity, by his or her guardian or legal representative acting on behalf of
the Optionee. Any purported transfer or encumbrance in violation of the
provisions of this Section 5 shall be void, and the other party to any such
purported transaction shall not obtain any rights to or interest in the Option.
6. Notice of Exercise; Payment. To the extent then exercisable, the
Option may be exercised by written notice to the Company stating the number of
Optioned Shares for which the Option is being exercised and the intended manner
of payment. The date of such notice shall be the exercise date. Payment equal to
the aggregate Option Price of the Optioned Shares being exercised shall be
tendered in full with the notice of exercise to the Company either (i) in cash
in the form of currency or check or other cash equivalent acceptable to the
Company, (ii) by the tender to the Company of shares of Common Stock owned by
the Optionee and registered in the name of the Optionee having an aggregate fair
market value on the date of exercise equal to the total Option Price, such fair
market value to be determined based on the Market Value per Share on the date of
exercise, (iii) by delivery of irrevocable instructions to a financial
institution or broker to deliver promptly to the Company sale or loan proceeds
with respect to the shares sufficient to pay the total Option Price, (iv)
through the written election of the Optionee to have shares of Common Stock
withheld by the Company from the shares otherwise to be received, with such
withheld shares having an aggregate fair market value on the date of exercise
equal to the total Option Price of the shares being purchased, or (v) by any
combination of the payment methods specified in clauses (i) through (iv) hereof.
Within ten (10) days thereafter, the Company shall direct the due issuance of
the Optioned Shares so purchased.
7. Conditions and Limitations on Right to Exercise Option.
Notwithstanding the provisions of Sections 3 and 4 hereof,
(a) Except as otherwise provided in Section 7(b) hereof, this Option may
not be exercised unless the Optionee is, at the time of exercise, a member of
the Board and has been a member of the Board continuously since the Date of
Grant.
(b) (i) If the Optionee ceases to be a member of the Board (other than by
reason of death, Disability (as defined below) or retirement), the Option
granted hereby, to the extent the Optionee was entitled to exercise it at the
date of Termination of Directorship, may be exercised at any time within three
months after such termination but not after the date of termination of the
Option. Any part of the Option not so exercised shall expire. Notwithstanding
the foregoing, if a Termination of Directorship of the Optionee has occurred for
Cause (as defined below), then this Option shall thereupon terminate and
thereafter be unexercisable.
(ii) If there is a Termination of Directorship by reason of death or
Disability, all or any part of this Option which has not yet been exercised,
whether otherwise eligible for immediate exercise by the terms of this Agreement
or not, may be exercised at any time within one year after such termination but
not after the date of expiration of the option.
As used in this Agreement, "Cause" means (i) the Optionee's willful or
repeated failure substantially to perform the duties of his or her position as a
member of the Board (other than any
2
<PAGE>
such failure resulting from his or her Disability (as defined below)), which
failure is not or cannot be cured within five business days after the Company
has given written notice thereof to the Optionee specifying in detail the
particulars of the acts or omissions deemed to constitute such failure; (ii) the
engaging by the Optionee in willful misconduct which is materially injurious to
the Company; (iii) the engaging by the Optionee in any act of moral turpitude
that is reasonably likely to materially and adversely affect the Company or its
business; or (iv) the Optionee's conviction of, or entry of a plea of nolo
----
contendere with respect to, any felony. For purposes of this definition, no act,
- ----------
or failure to act, on the Optionee's part shall be considered "willful" unless
done, or omitted to be done, by the Optionee in bad faith and without reasonable
belief that the Optionee's action or omission was in the best interests of the
Company. The Optionee shall not be deemed to have been terminated for Cause
unless and until the Board finds that the Optionee's termination for Cause is
justified and has given the Optionee written notice of termination, specifying
in detail the particulars of the Optionee's conduct found by the Board to
justify such termination for Cause.
As used in this Agreement, "Disability" means the inability of the Optionee
to perform his or her position as a member of the Board by reason of a medically
determined physical or mental impairment that has existed for a continuous
period of at least 26 weeks and which, in the judgment of a physician who
certifies to such judgment, is expected to be of indefinite duration or result
in imminent death.
Except as otherwise provided herein or as determined by the Board in its
sole discretion, this Agreement shall not be exercisable for any number of
Optioned Shares in excess of the number of Optioned Shares for which this
Agreement is then exercisable, pursuant to Sections 4 and 8 hereof, on the date
of Termination of Directorship.
8. Acceleration of Option. Notwithstanding the provisions of Section
4, the Option granted hereby shall become immediately exercisable in full in the
event of (i) a Change of Control, (ii) the Optionee's Disability if the Optionee
becomes Disabled while a member of the Board, or (iii) the death of the Optionee
if such death occurs while the Optionee is a member of the Board.
9. No Contract. Nothing contained in this Agreement shall confer
upon the Optionee any right with respect to the continuance of membership on the
Board, nor limit or affect in any manner the right of the Board, the Company or
its stockholders to remove the Optionee from the Board or adjust the
compensation of the Optionee.
10. Compliance with Law. The Company shall make reasonable efforts
to comply with all applicable federal and state securities laws; provided,
--------
however, that notwithstanding any other provision of this Agreement, the Option
- -------
shall not be exercisable if the exercise thereof would result in a violation of
any such law.
11. Adjustments. The Board shall make or provide for such
adjustments in the number of Optioned Shares covered by this Option, in the
Option Price applicable to such Option, and in the kind of shares covered
thereby, as the Board may determine is equitably required to prevent dilution or
enlargement of the Optionee's rights that otherwise would result from (a) any
stock dividend, stock split, combination of shares, recapitalization, or other
change in the capital structure of the Company, (b) any merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation, or other distribution of assets or issuance of rights
3
<PAGE>
or warrants to purchase securities, or (c) any other corporate transaction or
event having an effect similar to any of the foregoing. In the event of any such
transaction or event, the Board may provide in substitution for this Option such
alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of this
Option.
12. Available Shares. The Company shall at all times until the
expiration of the Option reserve and keep available, either in its treasury or
out of its authorized but unissued shares of Common Stock, the full number of
Optioned Shares deliverable upon the exercise of this Option.
13. Relation to Other Benefits. Any economic or other benefit to the
Optionee under this Agreement shall not be taken into account in determining any
benefits to which the Optionee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company or a
Subsidiary.
14. Amendments. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the rights
-------- -------
of the Optionee under this Agreement without the Optionee's consent.
15. Rights as a Stockholder. The Optionee shall have none of the
rights of a stockholder with respect to the shares of Common Stock subject to
this Option until such shares are issued to the Optionee upon exercise of the
Option.
16. Severability. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
17. Relation to Plan. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistent provisions between
this Agreement and the Plan, the Plan shall govern. The Board acting pursuant
to the Plan, as constituted from time to time, shall, except as expressly
provided otherwise herein, have the right to determine any questions that arise
in connection with this Option or its exercise.
18. Successors and Assigns. Without limiting Section 5 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, administrators, heirs, legal representatives and assigns of the
Optionee, and the successors and assigns of the Company.
19. Notices. Any notice to the Company provided for herein shall be
in writing to the Company, marked Attention: Corporate Secretary at Focal
Communications Corporation, 200 North LaSalle Street, Suite 1100, Chicago,
Illinois 60601, and any notice to the Optionee shall be addressed to said
Optionee at his or her address currently on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly given
if and when hand delivered, or five (5) business days after having been mailed
by United States registered or certified mail, return receipt requested, postage
prepaid, or three (3) business days after having been sent by a nationally
recognized overnight courier service such as Federal Express, UPS or Purolator,
addressed as aforesaid. Any party may change the address to which notices are to
be given
4
<PAGE>
hereunder by written notice to the other party as herein specified, except that
notices of changes of address shall be effective only upon receipt.
20. Governing Law. The interpretation, performance, and enforcement
of this Agreement shall be governed by the laws of the State of Delaware,
without giving effect to the principles of conflict of laws thereof.
[remainder of page intentionally left blank]
5
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer as of the day and year first above
written.
FOCAL COMMUNICATIONS CORPORATION
By:____________________________
Its:___________________________
The undersigned Optionee hereby acknowledges receipt of an executed
original of this Agreement and accepts the Option granted hereunder, subject to
the terms and conditions of the Plan and the terms and conditions hereinabove
set forth.
__________________________
Optionee
Date:__________________________
6
<PAGE>
EXHIBIT 4.32
1998 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS OF
FOCAL COMMUNICATIONS CORPORATION
PARTICIPATION AGREEMENT
-----------------------
This Participation Agreement ("Participation Agreement") between the
undersigned Non-Employee Director, ________________________________________
("Director"), and Focal Communications Corporation (the "Company") is for the
Fiscal Year (as hereinafter defined) commencing January 1, 199__, and is subject
to all of the terms and conditions of the 1998 Equity Plan for Non-Employee
Directors of Focal Communications Corporation (the "Plan"). Capitalized terms
not defined herein have the meanings set forth in the Plan.
1. Election of Voluntary Shares. Pursuant to the Plan, Director may
----------------------------
elect to receive up to 100 percent of his or her Retainer and/or Meeting Fees
from the Company in the form of shares of Common Stock by filing a Participation
Agreement in the form hereof on or before the beginning of the Company's Fiscal
Year (as hereinafter defined) (or such other date as may be specified by the
Board). The Director hereby elects to receive (a) ______% of his or her
Retainer, and (b) _____% of his or her Meeting Fees, in the form of Common Stock
in lieu of a cash payment ("Voluntary Shares") in accordance with the terms of
the Plan and as indicated in this Section 1. This election to receive Voluntary
Shares will be effective for the period beginning on January 1 of such year and
ending on the December 31 of such year (a "Fiscal Year"). Except as the Board
may otherwise provide, this election to receive Voluntary Shares is a one-time
election for the applicable Fiscal Year and, unless Director revokes or changes
such election by filing a new Participation Agreement by the due date specified
above, shall apply to each subsequent Fiscal Year. Once an election has been
terminated, another election may not be made effective until the commencement of
the next subsequent full Fiscal Year unless the Board has otherwise provided.
2. Payment of Voluntary Shares. No later than ten (10) days following
---------------------------
the end of an Accounting Period (as defined in the Plan) (the "Issuance Date"),
the Company shall issue to Director a number of Voluntary Shares for the prior
Accounting Period equal to (i) the amount of Director's Retainer and Meeting
Fees for such Accounting Period that Director has elected to receive as
Voluntary Shares divided by (ii) the Market Value per Share on the last day of
such Accounting Period (the "Valuation Date"). If the foregoing formula would
result in the issuance of fractional shares of Common Stock, any such fractional
shares shall be disregarded, and the remaining amount of the Retainer shall be
paid in cash. The Company shall pay any and all fees and commissions incurred
in connection with the payment of Voluntary Shares to Director.
3. Director Acknowledgment and Signature. Director understands that
-------------------------------------
participation in the Plan is subject to the terms and conditions contained in
the Plan.
<PAGE>
IN WITNESS WHEREOF, Director has executed this Participation Agreement on
the __________ day of ______________________________, 199___.
DIRECTOR
________________________________________________
Signature
Received and accepted by the Secretary of Focal Communications Corporation
this day of __________________, 199___.
________________________________________________
Signature of the Secretary of Focal Communications
Corporation
2
<PAGE>
EXHIBIT 5.1
-----------
[LETTERHEAD OF JONES, DAY, REAVIS & POGUE]
August 2, 1999
Focal Communications Corporation
200 North LaSalle Street, Suite 1100
Chicago, Illinois 60601
Re: 1998 Equity Plan for Non-Employee Directors
-------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Focal Communications Corporation, a Delaware
corporation (the "Company"), in connection with the Company's 1998 Equity Plan
for Non-Employee Directors (the "Plan"). We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereupon we are of the opinion that the shares of the
Company's Common Stock, par value $.01 per share ("Common Stock"), that may be
issued and sold pursuant to the Plan are duly authorized and, when issued and
sold in accordance with the Plan, will be validly issued, fully paid and
nonassessable so long as the consideration received by the Company is at least
equal to the stated par value of such shares of Common Stock.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 filed by the Company to effect registration
of the shares of Common Stock to be issued and sold pursuant to the Plan under
the Securities Act of 1933.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
<PAGE>
EXHIBIT 23.2
------------
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January 22,
1999 included in Focal Communications Corporation Annual Report on Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included in
this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 2, 1999
<PAGE>
EXHIBIT 24.1
------------
OFFICERS AND DIRECTORS OF
FOCAL COMMUNICATIONS CORPORATION
POWER OF ATTORNEY
Know all men by these presents, that the undersigned officers and/or directors
of Focal Communications Corporation (the "Company") hereby constitute and
appoint Robert C. Taylor, Jr., John R. Barnicle, Joseph A. Beatty and Renee M.
Martin, or any of them, with full power of substitution and resubstitution, as
attorneys or attorney of the undersigned, to sign a Registration Statement or
Registration Statements on Form S-8 pursuant to the Securities Act of 1933, as
amended, concerning certain shares of the Common Stock, par value $.01 per
share, of the Company to be offered in connection with the Focal Communications
Corporation 1998 Equity Plan for Non-Employee Directors and any and all
amendments (including post-effective amendments) to such Registration
Statement(s) and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission or any
state regulatory authority, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original and all of which, when taken together, shall
constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
24 day of July, 1999.
<TABLE>
<S> <C>
/s/ Robert C. Taylor, Jr. /s/ John R. Barnicle
- --------------------------- ---------------------------
Robert C. Taylor, Jr., Director, John R. Barnicle, Director, Executive Vice
President and Chief Executive Officer President and Chief Operating Officer
/s/ Joseph A. Beatty /s/ Gregory J. Swanson
- --------------------------- ---------------------------
Joseph A. Beatty, Executive Vice Gregory J. Swanson, Controller
President and Chief Financial Officer
/s/ James E. Crawford, III /s/ John A. Edwardson
- --------------------------- ---------------------------
James E. Crawford, III, Director John A. Edwardson, Director
/s/ Paul J. Finnegan /s/ Richard D. Frisbie
- --------------------------- ---------------------------
Paul J. Finnegan, Director Richard D. Frisbie, Director
/s/ James N. Perry, Jr. /s/ Paul G. Yovovich
- --------------------------- ---------------------------
James N. Perry, Jr., Director Paul G. Yovovich, Director
</TABLE>
