<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)
Amended and Restated 1998 Equity and Performance Incentive 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/(1)/ Per Share/(2)/ Offering Price/(2)/ Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 10,282,000 shares $20.81 $213,968,420 $56,488.00
=====================================================================================================================
</TABLE>
(1) In accordance with General Instruction E to Form S-8, a filing fee is being
paid only with respect to the 10,282,000 additional securities being
registered pursuant to this registration statement. 1,768,000 shares of the
registrant's Common Stock were previously registered in the registrant's
registration statement on Form S-8 filed on August 2, 1999 (Reg. No. 333-
84261) and the registration fee with respect to those securities has
previously been paid.
(2) 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 Stock Market's National Market on September
18, 2000.
================================================================================
<PAGE>
Registration of Additional Securities
In accordance with General Instruction E to Form S-8, this registration
statement on Form S-8 is being filed solely to register 10,282,000 additional
shares of the registrant's Common Stock, par value $.01 per share, which shares
are to be issued pursuant to the registrant's Amended and Restated 1998 Equity
and Performance Incentive Plan in accordance with the terms of the plan.
Accordingly, this filing consists only of the facing page of the registration
statement, this paragraph, the signature page and required consents. The
contents of the filing of the registration statement on Form S-8 to which this
registration statement relates (SEC File No. 333-84261), filed August 2, 1999,
are incorporated in this filing by reference.
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)*
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)*
<PAGE>
Exhibit Number Description
-------------- -----------
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)*
4.15 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)*
2
<PAGE>
Exhibit Number Description
-------------- -----------
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)*
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)*
3
<PAGE>
Exhibit Number Description
-------------- -----------
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)
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
<PAGE>
Exhibit Number Description
-------------- -----------
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. (incorporated by reference to Exhibit No. 4.38 to
the Company's Registration Statement on Form S-8 originally
filed with the Commission on September 21, 2000 (Registration
No. 333-46302))
4.39 Amended and Restated 1998 Equity and Performance Incentive Plan
4.40 Form of Non-Qualified Stock Option Agreement for use in
connection with the 1998 Equity and Performance Incentive Plan
(incorporated by reference to Exhibit No. 4.40 to the Company's
Registration Statement on Form S-8 originally filed with the
Commission on August 2, 1999 (Registration No. 333-84261) (the
"S-8"))
5.1 Opinion of Jones, Day, Reavis & Pogue
23.1 Consent of Jones, Day, Reavis & Pogue (included in 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (incorporated by reference to Exhibit No. 24.1
to the S-8)
5
<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
-----------------------------
Robert C. Taylor, Jr. Executive Officer (Principal
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
Joseph A. Beatty and Chief Financial Officer
(Principal Financial Officer)
/s/ Gregory J. Swanson Controller (Principal Accounting September 21, 2000
----------------------------- Officer)
Gregory J. Swanson
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ James E. Crawford, III* Director September 21, 2000
-------------------------------
James E. Crawford, III
/s/ John A. Edwardson* Director September 21, 2000
--------------------------------
John A. Edwardson
/s/ James N. Perry, Jr.* Director September 21, 2000
---------------------------------
James N. Perry, Jr.
/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
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
------------- ----------- -------------
<S> <C> <C>
4.1 Amended and Restated Certificate of Incorporation N/A
(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 N/A
(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 N/A
reference to Exhibit No. 3.5 to the S-1)*
4.4 Indenture with Harris Trust and Savings Bank, N/A
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 N/A
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 N/A
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)*
4.7 Amendment No. 1 to Stock Purchase Agreement N/A
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)*
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
------------- ----------- -------------
<S> <C> <C>
4.8 Amendment No. 2 to Stock Purchase Agreement N/A
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 N/A
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., N/A
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., N/A
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 N/A
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 N/A
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)*
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
------------- ----------- -------------
<S> <C> <C>
4.14 Amendment No. 1 to Vesting Agreement and N/A
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)*
4.15 Form of Restricted Stock Agreement, dated N/A
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 N/A
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 N/A
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 N/A
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 N/A
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"))*
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
------------- ----------- -------------
<S> <C> <C>
4.20 Executive Stock Agreement and Employment N/A
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 N/A
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 N/A
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 N/A
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 N/A
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)*
4.25 Amendment No. 1 to Executive Employment N/A
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 N/A
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 N/A
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 N/A
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)*
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
------------- ----------- -------------
<S> <C> <C>
4.29 Amendment No. 1 to Registration Agreement with N/A
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 N/A
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, N/A
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. N/A
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, N/A
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 N/A
No. 1 (CUSIP No. 344155AD8) (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, 2010 N/A
No. 2 (CUSIP No. U3143AB4) (incorporated by
reference to Exhibit No. 4.30 to the 2000 S-4)
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Sequentially
Exhibit Number Description Numbered Page
------------- ----------- -------------
<S> <C> <C>
4.36 Exchange and Registration Agreement with N/A
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 N/A
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 N/A
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. (incorporated by
reference to Exhibit No. 4.38 to the Company's
Registration Statement on Form S-8 originally filed
with the Commission on September 21, 2000
(Registration No. 333-46302))
4.39 Amended and Restated 1998 Equity and Performance Incentive 14
Plan
4.40 Form of Non-Qualified Stock Option Agreement for N/A
use in connection with the 1998 Equity and
Performance Incentive Plan (incorporated by reference
to Exhibit No. 4.40 to the Company's Registration Statement
on Form S-8 originally filed with the Commission on
August 2, 1999 (Registration No. 333-84261)(the "S-8"))
5.1 Opinion of Jones, Day, Reavis & Pogue 26
23.1 Consent of Jones, Day, Reavis & Pogue (included N/A
in Exhibit No. 5.1)
23.2 Consent of Independent Public Accountants
24.1 Power of Attorney (incorporated by reference N/A
to Exhibit 24.1 to the S-8)
</TABLE>
13
