<PAGE>
As filed with the Securities and Exchange Commission on September 21, 2000
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)
Focal Communications Corporation 2000 Employee Stock Purchase Plan
(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
______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
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 375,000 shares $20.81 $7,803,750 $2,061.00
================================================================================================================
</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 Focal
Communications Corporation (the "Common Stock"), on the Nasdaq Stock
Market's National Market on September 18, 2000.
<PAGE>
PART I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1).
These documents and the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
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, 1999, filed with the Commission on March 10, 2000.
(b) The Company's Quarterly Report on Form 10-Q for the Quarter
ended March 31, 2000, filed with the Commission on May 12, 2000.
(c) The Company's Quarterly Report on Form 10-Q for the Quarter
ended June 30, 2000, filed with the Commission on August 14, 2000.
(d) The Company's Definitive Proxy Statement for the Annual Meeting
of Stockholders held on June 15, 2000.
(e) 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.
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Company has statutory authority to indemnify its 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 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 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.
2
<PAGE>
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.
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 Amendment to the Certificate of Incorporation (incorporated by
reference to Exhibit No. 3.1 to the Company's Quarterly Report
on Form 10-Q for the period ending June 30, 2000, originally
filed with the Commission on August 14, 2000)
4.3 Amended and Restated By-Laws (incorporated by reference to
Exhibit No. 3.5 to the S-1)
4.4 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"))
4.5 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)
4.6 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)
3
<PAGE>
Exhibit Number Description
-------------- -----------
4.7 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)
4.8 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 Commission on November 16,
1998 (the "3rd Quarter 1998 10-Q"))
4.9 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)
4.10 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)
4.11 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)
4.12 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. 4.4 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. 4.5 of the 3rd Quarter 1998 10-Q)
4.14 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
<PAGE>
Exhibit Number Description
-------------- -----------
4.15 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)
4.16 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)
4.17 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)
4.18 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)
4.19 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"))
4.20 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)
4.21 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)
4.22 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)
4.23 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)
4.24 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)
5
<PAGE>
Exhibit Number Description
-------------- -----------
4.25 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)
4.26 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)
4.27 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)
4.28 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 November 27, 1996 (incorporated by reference to Exhibit
No. 4.16 of the S-4)
4.29 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)
4.30 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)
4.31 Restricted Shares Agreement with Michael L. Mael, effective as
of January 31, 2000 (incorporated by reference to Exhibit No.
4.1 to the Company's Quarterly Report on Form 10-Q for the
period ending March 31, 2000, originally filed with the
Commission on May 12, 2000 (the "1st Quarter 2000 10-Q")
4.32 Executive Employment Agreement with Michael L. Mael, dated as of
January 8, 2000 (incorporated by reference to Exhibit No. 10.1
of the 1st Quarter 2000 10-Q)
4.33 Indenture with Harris Trust and Savings Bank, dated January 12,
2000 (incorporated by reference to Exhibit No. 4.28 to the
Company's Registration Statement on Form S-4 originally filed
with the Commission on April 10, 2000 (Registration No. 333-
34480) (the "2000 S-4"))
4.34 Form of 11 7/8% Senior Note due January 15, 2010 No. 1 (CUSIP
No. 344155AD8) (incorporated by reference to Exhibit No. 4.29 to
the 2000 S-4)
6
<PAGE>
Exhibit Number Description
-------------- -----------
4.35 Form of 11 7/8% Senior Note due January 15, 2010 No. 2 (CUSIP
No. U3143AB4) (incorporated by reference to Exhibit No. 4.30 to
the 2000 S-4)
4.36 Exchange and Registration Agreement with Salomon Smith Barney
Inc., Donaldson, Lufkin & Jenrette Securities Corporation,
Morgan Stanley & Co. Incorporated, TD Securities (USA) Inc. and
Banc of America Securities LLC, dated January 12, 2000
(incorporated by reference to Exhibit No. 4.31 to the 2000 S-4)
4.37 Form of Exchange Agent Agreement with Harris Trust and
Savings Bank (incorporated by reference to Exhibit No. 4.33 to
the 2000 S-4)
4.38 Credit and Guaranty Agreement, dated as of August 25, 2000,
among Focal Communications Corporation, Focal Financial
Services, Inc., Certain Subsidiaries of Focal Communications
Corporation, Various Lenders, Goldman Sachs Credit Partners
L.P., Salomon Smith Barney Inc., Citibank, N.A. and Bank of
America, N.A.
4.39 Focal Communications Corporation 2000 Employee Stock Purchase
Plan
4.40 Form of Stock Purchase Agreement for use in connection with the
2000 Employee Stock Purchase Plan
4.41 Form of Subscription and Authorization Form for use in
connection with the 2000 Employee Stock Purchase Plan
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Jones, Day, Reavis & Pogue (included in Exhibit No.
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 was
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.
7
<PAGE>
(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.
(h) 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.
8
<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 September 21, 2000.
FOCAL COMMUNICATIONS CORPORATION
By: /s/ Robert C. Taylor, Jr.
-----------------------------------------------
Robert C. Taylor, Jr.
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 September 21, 2000
----------------------------- Executive Officer (Principal
Robert C. Taylor, Jr. Executive Officer)
/s/ John R. Barnicle* Director, Executive Vice September 21, 2000
----------------------------- President and Chief Operating
John R. Barnicle Officer
/s/ Joseph A. Beatty Director, Executive Vice September 21, 2000
----------------------------- President and Chief Financial
Joseph A. Beatty Officer (Principal Financial
Officer)
/s/ Gregory J. Swanson Controller (Principal Accounting September 21, 2000
----------------------------- Officer)
Gregory J. Swanson
/s/ James E. Crawford, III* Director September 21, 2000
-----------------------------
James E. Crawford, III
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Todd A. Dagres* Director September 21, 2000
--------------------------
Todd A. Dagres
/s/ John A. Edwardson* Director September 21, 2000
--------------------------
John A. Edwardson
/s/ Kathleen A. Perone* Director September 21, 2000
--------------------------
Kathleen A. Perone
/s/ James N. Perry, Jr.* Director September 21, 2000
--------------------------
James N. Perry, Jr.
/s/ Andrew E. Sinwell* Director September 21, 2000
--------------------------
Andrew E. Sinwell
/s/ Paul G. Yovovich* Director September 21, 2000
--------------------------
Paul G. Yovovich
</TABLE>
* Renee M. Martin, the undersigned attorney-in-fact, by signing her 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.
September 21, 2000 By: /s/ Renee M. Martin
-----------------------------------------------
Renee M. Martin
Senior Vice President and General Counsel
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Location
-------------- ----------- --------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporated
Incorporation (incorporated by reference to by reference
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 Amendment to the Certificate of Incorporation Incorporated
(incorporated by reference to Exhibit No. 3.1 to by reference
the Company's Quarterly Report on Form 10-Q
for the period ending June 30, 2000, originally
filed with the Commission on August 14, 2000)
4.3 Amended and Restated By-Laws (incorporated Incorporated
by reference to Exhibit No. 3.5 to the S-1) by reference
4.4 Indenture with Harris Trust and Savings Bank, Incorporated
dated February 18, 1998 (incorporated by by reference
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"))
4.5 Initial Global 12.125% Senior Discount Note Due Incorporated
February 15, 2008, dated February 18, 1998 by reference
(incorporated by reference to Exhibit No. 4.2 of
the S-4)
4.6 Stock Purchase Agreement with Madison Incorporated
Dearborn Capital Partners, L.P., Frontenac VI, by reference
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)
4.7 Amendment No. 1 to Stock Purchase Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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>
11
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description Location
-------------- ----------- --------
<S> <C> <C>
4.8 Amendment No. 2 to Stock Purchase Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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"))
4.9 Vesting Agreement with Madison Dearborn Incorporated
Capital Partners, L.P., Brian F. Addy, John R. by reference
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)
4.10 Vesting Agreement with Frontenac VI, L.P., Incorporated
Brian F. Addy, John R. Barnicle, Joseph Beatty by reference
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)
4.11 Vesting Agreement with Battery Ventures III, Incorporated
L.P., Brian F. Addy, John R. Barnicle, Joseph by 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)
4.12 Amendment No. 1 to Vesting Agreement and Incorporated
Consent as of August 21, 1998, between the by reference
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)
4.13 Amendment No. 1 to Vesting Agreement and Incorporated
Consent as of August 21, 1998, between the by reference
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)
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description Location
-------------- ----------- --------
<S> <C> <C>
4.14 Amendment No. 1 to Vesting Agreement and Incorporated
Consent as of August 21, 1998, between the by reference
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)
4.15 Form of Restricted Stock Agreement, dated Incorporated
September 30, 1998 between the Company and by reference
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)
4.16 Stockholders Agreement with Madison Dearborn Incorporated
Capital Partners, L.P., Frontenac VI, L.P., by 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)
4.17 Amendment No. 1 to Stockholders Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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)
4.18 Amendment No. 2 to Stockholders Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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)
4.19 Amendment No. 3 to Stockholders Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description Location
-------------- ----------- --------
<S> <C> <C>
4.20 Executive Stock Agreement and Employment Incorporated
Agreement with Brian F. Addy, dated November by reference
27, 1996 (incorporated by reference to Exhibit
No. 4.12 of the S-4)
4.21 Executive Stock Agreement and Employment Incorporated
Agreement with John R. Barnicle, dated by reference
November 27, 1996 (incorporated by reference
to Exhibit No. 4.13 of the S-4)
4.22 Executive Stock Agreement and Employment Incorporated
Agreement with Joseph A. Beatty, dated by reference
November 27, 1996 (incorporated by reference
to Exhibit No. 4.14 of the S-4)
4.23 Executive Stock Agreement and Employment Incorporated
Agreement with Robert C. Taylor, Jr., dated by reference
November 27, 1996 (incorporated by reference
to Exhibit No. 4.15 of the S-4)
4.24 Amendment No. 1 to Executive Employment Incorporated
Agreement and Consent with Brian F. Addy, by reference
dated as of August 21, 1998 (incorporated by
reference to Exhibit No. 4.11 of the 3rd Quarter
1998 10-Q)
2.25 Amendment No. 1 to Executive Employment Incorporated
Agreement and Consent with John R. Barnicle, by reference
dated as of August 21, 1998 (incorporated by
reference to Exhibit No. 4.12 of the 3rd Quarter
1998 10-Q)
4.26 Amendment No. 1 to Executive Employment Incorporated
Agreement and Consent with Joseph Beatty, by reference
dated as of August 21, 1998 (incorporated by
reference to Exhibit No. 4.13 of the 3rd Quarter
1998 10-Q)
4.27 Amendment No. 1 to Executive Employment Incorporated
Agreement and Consent with Robert C. Taylor, by reference
dated as of August 21, 1998 (incorporated by
reference to Exhibit No. 4.14 of the 3rd Quarter
1998 10-Q)
4.28 Registration Agreement with Madison Dearborn Incorporated
Capital Partners, L.P., Frontenac VI, L.P., by 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>
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description Location
-------------- ----------- --------
<S> <C> <C>
4.29 Amendment No. 1 to Registration Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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)
4.30 Amendment No. 4 to Stockholders Agreement Incorporated
with Madison Dearborn Capital Partners, L.P., by 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)
4.31 Restricted Shares Agreement with Michael L. Incorporated
Mael, effective as of January 31, 2000 by reference
(incorporated by reference to Exhibit No. 4.1 to
the Company's Quarterly Report on Form 10-Q
for the period ending March 31, 2000, originally
filed with the Commission on May 12, 2000 (the
"1st Quarter 2000 10-Q")
4.32 Executive Employment Agreement with Michael Incorporated
L. Mael, dated as of January 8, 2000 by reference
(incorporated by reference to Exhibit No. 10.1 of
the 1st Quarter 2000 10-Q)
4.33 Indenture with Harris Trust and Savings Bank, Incorporated
dated January 12, 2000 (incorporated by by reference
reference to Exhibit No. 4.28 to the Company's
Registration Statement on Form S-4 originally
filed with the Commission on April 10, 2000
(Registration No. 333-34480) (the "2000 S-4"))
4.34 Form of 11 7/8% Senior Note due January 15, Incorporated
2010 No. 1 (CUSIP No. 344155AD8) by reference
(incorporated by reference to Exhibit No. 4.29 to
the 2000 S-4)
4.35 Form of 11 7/8% Senior Note due January 15, Incorporated
2010 No. 2 (CUSIP No. U3143AB4) by reference
(incorporated by reference to Exhibit No. 4.30 to
the 2000 S-4)
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Exhibit Number Description Location
-------------- ----------- --------
<S> <C> <C>
4.36 Exchange and Registration Agreement with Incorporated
Salomon Smith Barney Inc., Donaldson, Lufkin & by reference
Jenrette Securities Corporation, Morgan Stanley
& Co. Incorporated, TD Securities (USA) Inc. and
Banc of America Securities LLC, dated January
12, 2000 (incorporated by reference to Exhibit
No. 4.31 to the 2000 S-4)
4.37 Form of Exchange Agent Agreement with Harris Incorporated
Trust and Savings Bank (incorporated by by reference
reference to Exhibit No. 4.33 to the 2000 S-4)
4.38 Credit and Guaranty Agreement, dated as of Filed herewith
August 25, 2000, among Focal Communications
Corporation, Focal Financial Services, Inc.,
Certain Subsidiaries of Focal Communications
Corporation, Various Lenders, Goldman Sachs
Credit Partners L.P., Salomon Smith Barney Inc.,
Citibank, N.A. and Bank of America, N.A.
4.39 Focal Communication Corporation 2000 Employee Filed herewith
Stock Purchase Plan
4.40 Form of Stock Purchase Agreement for use in Filed herewith
connection with the 2000 Employee Stock Purchase
Plan
4.41 Form of Subscription and Authorization Form for Filed herewith
use in connection with the 2000 Employee Stock
Purchase Plan
5.1 Opinion of Jones, Day, Reavis & Pogue Filed herewith
23.1 Consent of Jones, Day, Reavis & Pogue (included in Filed herewith
Exhibit No. 5.1)
23.2 Consent of Independent Public Accountants Filed herewith
24.1 Power of Attorney Filed herewith
</TABLE>
16
