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As filed with the Securities and Exchange Commission on July 30, 1997
Registration No. 333-11573
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO REGISTRATION STATEMENT
ON FORM S-4
Under
THE SECURITIES ACT OF 1933
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BELL ATLANTIC CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 23-2259884
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 963-6000
(Address of principal executive offices)
NYNEX CORPORATION 1984 STOCK OPTION PLAN
NYNEX CORPORATION 1990 STOCK OPTION PLAN
NYNEX CORPORATION 1992 NON-MANAGEMENT STOCK OPTION PLAN
NYNEX CORPORATION 1992 MANAGEMENT STOCK OPTION PLAN
NYNEX CORPORATION 1995 STOCK OPTION PLAN
(Full title of the plans)
P. Alan Bulliner, Esq.
Bell Atlantic Corporation
1717 Arch Street
Philadelphia, Pennsylvania 19103
(Name and address of agent for service)
(215) 963-6000
(Telephone number, including area code, of agent for service)
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Copy to:
James W. McKenzie, Jr.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
(215) 963-4852
* See Explanatory Note following this cover page
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4
relates to shares of the Registrant's Common Stock originally registered on the
Registration Statement on Form S-4 (No. 333-11573) to which this is an
amendment, that will not be issued in the Merger described in the Form S-4 and
that are issuable with respect to the plans referred to on the cover page. The
registration fees in respect of such shares of Common Stock were paid at the
time of the original filing of the Registration Statement on Form S-4 relating
thereto. In addition, the Registration Statement also relates to an
indeterminate number of shares of Common Stock that may be issued upon stock
splits, stock dividends or similar transactions in accordance with Rule 416
under the Securities Act of 1933, as amended.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed by the Registrant with the Securities
and Exchange Commission, are incorporated by reference in this Registration
Statement and made a part hereof:
(a) The Registrant's annual report for the fiscal year ended December
31, 1996 (Form 10-K), Commission File No. 1-8606, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act").
(b) The Registrant's Quarterly Report (Form 10-Q) for the quarterly
period ended March 31, 1997 filed pursuant to Section 13(a) or 15(d) of
the Exchange Act.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual
report referred to in (a) above.
(d) The description of the Registrant's Common Stock contained in the
Form S-4, including all amendments and reports updating such
description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be part
hereof from the date of filing of such documents. Any statement contained in any
document, all or a portion of which is incorporated by reference herein, shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained or incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, 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.
Section 145 of the DGCL permits a corporation to indemnify any of its
directors or officers who was or is a party or is threatened to be made a party
to any third party proceeding by reason of the fact that such person is or was a
director or officer of the corporation, against expenses (including attorney's
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding, if such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had no reason to believe that such person's
conduct was unlawful. In a derivative action, i.e., one by or in the right of
the corporation, the corporation is permitted to indemnify directors and
officers against expenses (including attorney's fees) actually and reasonably
incurred by them in connection with the defense or settlement of an action or
suit if they acted in good faith and in a manner that they reasonably believed
to be in or not opposed to the best interests of the corporation, except that no
indemnification shall be made if such person shall have been adjudged liable to
the
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corporation, unless and only to the extent that the court in which the action or
suit was brought shall determine upon application that the defendant directors
or officers are fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Article 7 of the Amended Bell Atlantic Charter makes mandatory the
indemnification expressly authorized under the DGCL, except that the Amended
Bell Atlantic Charter only provides for indemnification in derivative actions,
suits or proceedings by a director or officer if the initiation of such action,
suit or proceeding was authorized by the Board of Directors.
Pursuant to Section 7.8 of the Merger Agreement, Bell Atlantic has
agreed for a period of six years following the Effective Time to (a) cause NYNEX
to maintain in effect the provisions regarding indemnification of officers and
directors contained in the NYNEX Charter and Bylaws and the charters and bylaws
of each of its subsidiaries or in director, officer or employee indemnification
agreements of NYNEX and its subsidiaries, (b) maintain in effect and cause NYNEX
to maintain in effect current policies of directors' and officers' liability
insurance and fiduciary liability insurance with respect to claims arising prior
to the Effective Time, and (c) indemnify, and cause NYNEX to indemnify the
directors and officers of Bell Atlantic and NYNEX respectively, to the fullest
extent permitted under their respective charters and bylaws and applicable law.
In addition, Bell Atlantic has agreed to unconditionally and irrevocably
guarantee for the benefit of such directors, officers and employees the
obligations of NYNEX under its indemnification arrangements.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------ -------
5 Opinion of James R. Young, Esq., Vice President-General Counsel
of Bell Atlantic. (Previously filed).
23(a) Consent of Coopers & Lybrand L.L.P. (Incorporated by reference
to Exhibit 23 to the Annual Report on Form 10-K for the year
ended December 31, 1996).
23(c) Consent of James R. Young (Included in Exhibit 5).
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 of 1933;
(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; and
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(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) of
this section do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Post-Effective Amendment No. 1 to
Registration Statement No. 333-11573 on Form S-4 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania on July 25, 1997.
BELL ATLANTIC CORPORATION
By: /s/ William O. Albertini
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William O. Albertini
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Registration Statement No. 333-11573 on
Form S-4 has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
* Director July 25, 1997
- ------------------------------------------
William W. Adams
/s/ William O. Albertini Director, Executive Vice July 25, 1997
- ------------------------------------------ President and Chief Financial
William O. Albertini Officer (Principal Financial
Officer)
* Director and Vice Chairman July 25, 1997
- ------------------------------------------
Lawrence T. Babbio, Jr.
* Director July 25, 1997
- ------------------------------------------
Thomas E. Bolger
* Director July 25, 1997
- ------------------------------------------
Frank C. Carlucci
* Director and Vice Chairman July 25, 1997
- ------------------------------------------
James G. Cullen
* Director July 25, 1997
- ------------------------------------------
James H. Gilliam, Jr.
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director July 25, 1997
- ------------------------------------------
Thomas H. Kean
* Director July 25, 1997
- ------------------------------------------
John F. Maypole
* Director July 25, 1997
- ------------------------------------------
Joseph Neubauer
* Director July 25, 1997
- ------------------------------------------
Thomas H. O'Brien
* Director July 25, 1997
- ------------------------------------------
Eckhard Pfeiffer
* Director July 25, 1997
- ------------------------------------------
Rozanne L. Ridgway
* Director, Chairman and Chief July 25, 1997
- ------------------------------------------ Executive Officer (Principal
Raymond W. Smith Executive Officer)
* Vice President-Finance and July 25, 1997
- ------------------------------------------ Controller (Principal
Doreen A. Toben Accounting Officer)
* Director July 25, 1997
- ------------------------------------------
Shirley Young
*By: /s/ William O. Albertini July 25, 1997
--------------------------------
William O. Albertini
Attorney-in-fact
</TABLE>
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