<PAGE>
Original Electronically Transmitted to the
Securities and Exchange Commission on November 17, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VERIZON COMMUNICATIONS INC.
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(Exact name of issuer as specified in its charter)
Delaware 23-2259884
--------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
(Address of principal executive offices)
VERIZON 2000 BROAD-BASED INCENTIVE PLAN
(Full title of the plan)
WILLIAM F. HEITMANN
Senior Vice President and Treasurer
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
(Name and address of agent for service)
(212) 395-2121
(Telephone number, including area code, of agent for service)
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COPY TO:
MARIANNE DROST, ESQ.
Senior Vice President, Deputy General Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- --------------- -------------------- ------------------- ---------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered (1) registered (1) offering price aggregate offering registration fee(3)
per share price (2)
------------------------- --------------- -------------------- ------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, par value 55,000,000 $53.6875 $2,952,812,500.50 $779,542.50
$.10 per share
------------------------- --------------- -------------------- ------------------- ---------------------
</TABLE>
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(1) This 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(c).
(2) Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
calculating the registration fee, based upon the average of the reported high
and low sales price for a share of Common Stock on November 16, 2000, as
reported on the New York Stock Exchange.
(3) Calculated pursuant to Section 6(b) of the Securities Act of 1933 as
follows: proposed maximum offering price multiplied by .000264.
<PAGE>
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 (File No. 1-8606), are incorporated by reference in this
Registration Statement and made a part hereof:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 and the Registrant's Quarterly Reports on Form
10-Q for the quarters ended March 31, 2000, June 30, 2000 and September
30, 2000.
(b) The Registrant's Current Reports on Form 8-K, dated January 24,
2000, February 15, 2000, March 1, 2000, April 3, 2000 (filed April 5,
2000), April 3, 2000 (filed April 17, 2000), April 25, 2000, June 30,
2000, July 21, 2000, August 8, 2000, August 20, 2000 (filed August 29,
2000) and September 7, 2000 and Form 8-K/A, dated April 3, 2000 (filed
May 11, 2000) and June 30, 2000 (filed September 13, 2000).
(c) The description of the Registrant's Common Stock contained in the
registration statement on Form 10 filed under Section 12 of the
Securities Exchange Act, and any amendments or reports filed for the
purpose of updating that description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (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.
Copies of the above documents (excluding exhibits) may be obtained
without charge upon written request directed to Investor Relations, Verizon
Communications Inc., 1095 Avenue of the Americas, 36th Floor, New York, NY
10036.
EXPERTS
The consolidated balance sheets of the Registrant as of December 31,
1999 and 1998 and the consolidated statements of income, changes in shareowners'
investment and cash flows for each of the three years in the period ended
December 31, 1999, incorporated by reference, have been incorporated herein in
reliance upon the report of PricewaterhouseCoopers LLP, independent public
accountants, given on the authority of said firm as experts in accounting and
auditing.
The consolidated balance sheets of GTE Corporation as of December 31,
1999 and 1998 and the consolidated statements of income, changes in shareowners'
investment and cash flows for each of the three years in the period ended
December 31, 1999, incorporated by reference, have been incorporated herein in
reliance upon the report of Arthur Andersen LLP, independent public accountants,
given on the authority of said firm as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Verizon Communications Inc. ("Verizon")
Common Stock to be issued in connection with this Registration Statement will be
passed upon for Verizon by William P. Barr, its Executive Vice President and
General Counsel. As of October 31, 2000, Mr. Barr was the beneficial owner of
approximately 11,700 shares of Verizon Common Stock and had options to purchase
an aggregate of 500,200 shares of Verizon Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("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), judgments, 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 interests 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 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 Verizon Communications Inc. ("Verizon") Restated
Certificate of Incorporation makes mandatory the indemnification expressly
authorized under the DGCL, except that the Restated Certificate of Incorporation
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 Amended and Restated Agreement and Plan
of Merger (the "NYNEX Merger Agreement"), dated as of April 21, 1996 by and
between NYNEX Corporation ("NYNEX") and Bell Atlantic Corporation ("Bell
Atlantic") , a predecessor of Verizon, Bell Atlantic agreed for a period of six
years following the Effective Time (as defined in the NYNEX Merger Agreement) to
(a) cause NYNEX to maintain in effect the provisions regarding indemnification
of officers and directors contained in the NYNEX Certificate of Incorporation
and Bylaws and the certificates of incorporation 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 certificates of incorporation and bylaws and
applicable law. In addition, Bell Atlantic agreed to unconditionally and
irrevocably guarantee for the benefit of such directors, officers and employees
the obligations of NYNEX under its indemnification arrangements.
Pursuant to Section 7.8 of the Agreement and Plan of Merger (the "GTE
Merger Agreement"), dated as of July 27, 1998, between Bell Atlantic and GTE
Corporation ("GTE"), Bell Atlantic agreed for a period of six years following
the Effective Time (as defined in the GTE Merger Agreement) to (a) cause GTE to
maintain in effect the provisions regarding indemnification of officers and
directors contained in the GTE Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of GTE and its
subsidiaries, (b) maintain in effect and cause GTE 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 GTE to indemnify, the directors and officers of Bell
Atlantic and GTE respectively, to the fullest extent permitted under their
respective certificates of incorporation and bylaws and applicable law. In
addition, Bell Atlantic agreed to unconditionally and irrevocably guarantee for
the benefit of such directors, officers and employees the obligations of GTE
under its indemnification arrangements.
II-2
<PAGE>
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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
5 Opinion of William P. Barr, Esq., Executive Vice President and General
Counsel of Verizon Communications Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of William P. Barr (Included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
(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 (the "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; and
(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 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 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 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 Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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 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 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.
II-3
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant 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 New York, State of New York on November 16,
2000.
VERIZON COMMUNICATIONS INC.
By: /S/ F.V. SALERNO
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Frederic V. Salerno
Vice Chairman and Chief Financial Officer
S-1
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
*
------------------------------- Director November 16, 2000
James R. Barker
*
------------------------------- Director November 16, 2000
Edward H. Budd
*
------------------------------- Director November 16, 2000
Richard L. Carrion
*
------------------------------- Director November 16, 2000
Robert F. Daniell
*
------------------------------- Director November 16, 2000
Helene L. Kaplan
*
------------------------------- Director, Chairman November 16, 2000
Charles R. Lee and Co-Chief Executive Officer
(principal executive officer)
*
------------------------------- Director November 16, 2000
Sandra O. Moose
*
------------------------------- Director November 16, 2000
Joseph Neubauer
*
------------------------------- Director November 16, 2000
Thomas H. O'Brien
*
------------------------------- Director November 16, 2000
Russell E. Palmer
S-2
<PAGE>
*
------------------------------- Director November 16, 2000
Hugh B. Price
*
------------------------------- Vice Chairman and November 16, 2000
Frederic V. Salerno Chief Financial Officer
(principal financial officer)
*
------------------------------- Director, President November 16, 2000
Ivan G. Seidenberg and Co-Chief Executive Officer
(principal executive officer)
*
------------------------------- Director November 16, 2000
Walter V. Shipley
*
------------------------------- Director November 16, 2000
John W. Snow
*
------------------------------- Director November 16, 2000
John R. Stafford
*
------------------------------- Director November 16, 2000
Robert D. Storey
*
------------------------------- Vice President -- Controller November 16, 2000
Lawrence R. Whitman (principal accounting officer)
*By:
/S/ F.V. SALERNO
--------------------------
Frederic V. Salerno
(On his own behalf and as
Attorney-in-fact)
</TABLE>
S-3
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
5 Opinion of William P. Barr, Esq., Executive Vice President and General
Counsel of Verizon Communications Inc.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of William P. Barr (Included in Exhibit 5).
24 Powers of Attorney.
</TABLE>
