Original Electronically Transmitted to the Securities and Exchange Commission
on July 22, 1994.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NYNEX CORPORATION
A Delaware I.R.S. Employer
Corporation No. 13-3180909
1095 Avenue of the Americas, New York, New York 10036
Telephone Number 212 395-2121
NYNEX 1995 Stock Option Plan
Agent for Service
P. M. Ciccone
Vice President and Comptroller
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
Telephone Number 914 644-6400
Please send copies of all communications to:
Raymond F. Burke, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
CALCULATION OF REGISTRATION FEE
=============================================================================
Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price offering registra-
registered registered per share* price* tion fee
Common Stock--par
value $1 per share 8,000,000 shares $38.00 $304,000,000 $104,828.32
=============================================================================
* Estimated solely for the purpose of calculating the registration fee and
calculated in accordance with Rule 457(h) based upon (i) the option price
and number of shares of Common Stock of NYNEX Corporation subject to
outstanding options granted under the NYNEX 1995 Stock Option Plan and
(ii) the last sale price of $38.00 per share of Common Stock of NYNEX
Corporation quoted on the New York Stock Exchange -- Composite
Transactions listing for July 19, 1994 and the number of shares as to
which options may be granted in the future under the Plan.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation, File No. 1-8608 ("NYNEX")
with the Securities and Exchange Commission under the Securities Exchange Act
of 1934, as amended (the "Exchange Act") are incorporated herein by reference:
(1) NYNEX's Annual Report on Form 10-K for the year ended
December 31, 1993, as amended;
(2) NYNEX's Quarterly Report on Form 10-Q for the period ended March 31,
1994, as amended;
(3) NYNEX's Current Reports on Form 8-K dated December 24, 1993,
January 24, 1994, March 3, 1994, March 24, 1994 and June 30, 1994
and filed with the SEC on January 13, 1994, March 1, 1994, March 4,
1994, March 31, 1994 and July 5, 1994, respectively; and
(4) The description of NYNEX's Common Stock on Form 10 dated
November 15, 1983, and Form 8-A dated October 20, 1989, as amended
by Form 8-A/A dated April 28, 1994.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior
to termination of the offering shall be deemed to be incorporated by
reference in this Registration Statement and to be 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 superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel.
The consolidated financial statements and consolidated financial statement
schedules of NYNEX and its subsidiaries included or incorporated by reference
in NYNEX's Annual Report on Form 10-K for the year ended
December 31, 1993, incorporated by reference in this Registration Statement,
have been incorporated herein in reliance on the reports of Coopers &
Lybrand, independent accountants, given on the authority of that firm as
experts in accounting and auditing.
The legality of the securities offered hereby will be passed upon for NYNEX
by Raymond F. Burke, Executive Vice President and General Counsel.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145, as amended, of the Delaware General Corporation Law
provides that a Delaware corporation may indemnify, among others, its
officers, directors, employees and agents under the circumstances described
in the statute. Article 9, as amended May 6, 1987, of the Restated
Certificate of Incorporation of NYNEX provides for indemnification of NYNEX
directors and officers as follows:
9.1 The corporation shall indemnify any person who was or is a
party or witness, or is threatened to be made a party or witness, to any
threatened, pending or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of
the corporation), whether civil, criminal, administrative or
investigative (including a grand jury proceeding), by reason of the fact
that he or she (a) is or was a director or officer of the corporation
or, (b) as a director or officer of the corporation, is or was serving
at the request of the corporation as a director, officer, employee,
agent, partner or trustee (or in any similar position) of another
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, to the fullest extent authorized or permitted by the
General Corporation Law of Delaware and any other applicable law, as the
same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), against
expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding, or in connection with
any appeal thereof; provided, however, that, except as provided in
Section 9.2 of this Article with respect to proceedings to enforce
rights to indemnification, the corporation shall indemnify any such
person in connection with an action, suit or proceeding (or part
thereof) initiated by such person only if the initiation of such action,
suit or proceeding (or part thereof) was authorized by the Board of
Directors. Such right to indemnification shall include the right to
payment by the corporation of expenses incurred in connection with any
such action, suit or proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a
director or officer in advance of the final disposition of such action,
suit or proceeding shall be made only upon delivery to the corporation
of an undertaking, by or on behalf of such director or officer, to repay
all amounts so advanced if it should be determined ultimately that such
director or officer is not entitled to be indemnified under this Article
or otherwise.
<PAGE>
9.2 Any indemnification or advancement of expenses required under
this Article shall be made promptly, and in any event within sixty days,
upon the written request of the person entitled thereto. If a
determination by the corporation that the person is entitled to
indemnification pursuant to this Article is required, and the
corporation fails to respond within sixty days to a written request for
indemnity, the corporation shall be deemed to have approved such
request. If the corporation denies a written request for indemnity or
advancement of expenses, in whole or in part, or if payment in full
pursuant to such request is not made within sixty days, the right to
indemnification and advancement of expenses as granted by this Article
shall be enforceable by the person in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in
whole or in part, in any such action or proceeding shall also be
indemnified by the corporation. It shall be a defense to any such
action (other than an action brought to enforce a claim for the
advancement of expenses pursuant to this Article where the required
undertaking has been received by the corporation) that the claimant has
not met the standard of conduct set forth in the General Corporation Law
of Delaware, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including the
Board of Directors, independent legal counsel or the stockholders) to
have made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the
General Corporation Law of Delaware, nor the fact that there has been an
actual determination by the corporation (including the Board of
Directors, independent legal counsel or the stockholders) that the
claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not
met the applicable standard of conduct.
9.3 The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article shall not be deemed exclusive of
any other rights to which those seeking indemnification or advancement
of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to
the benefit of the heirs, executors and administrators of such a
person. Any repeal or modification of the provisions of this Article 9
shall not affect any obligations of the corporation or any rights
regarding indemnification and advancement of expenses of a director,
officer, employee or agent with respect to any threatened, pending or
completed action, suit or proceeding for which indemnification or the
advancement of expenses is requested, in which the alleged cause of
action accrued at any time prior to such repeal or modification.
<PAGE>
9.4 The corporation may purchase and maintain insurance, at its
expense, to protect itself and any person who 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, employee
benefit plan or other enterprise, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article, the General Corporation Law of Delaware or
otherwise.
9.5 If this Article or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each director and officer of the
corporation as to expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
including, without limitation, a grand jury proceeding and an action,
suit or proceeding by or in the right of the corporation, to the fullest
extent permitted by any applicable portion of this Article that shall
not have been invalidated, by the General Corporation Law of Delaware or
by any other applicable law.
Substantially identical indemnification provisions are contained in
NYNEX's By-Laws, as amended May 6, 1987.
The directors and officers of NYNEX are covered by insurance policies
indemnifying against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred by them in
such capacities and against which they cannot be indemnified by NYNEX.
Item 8. Exhibits.
Exhibit
Number
5 Opinion of Raymond F. Burke, Executive Vice President and General
Counsel, NYNEX Corporation, as to the legality of the securities
being registered.
23-a Consent of Coopers & Lybrand.
23-b Consent of Raymond F. Burke, Executive Vice President and General
Counsel, NYNEX Corporation, filed as Exhibit 5.
24 Powers of Attorney executed by Officers and Directors who signed
this Registration Statement.
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, 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 this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
Provided, however, that paragraphs (i) and (ii) 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 Securities Exchange Act of
1934 that are incorporated by reference in this 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 herein, 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 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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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
herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
<PAGE>
(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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York and the State
of New York on the 20th day of July 1994.
NYNEX Corporation
By P. M. Ciccone
(P. M. Ciccone, Vice President
and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated.
Principal Executive Officer:
W. C. Ferguson*
Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
F. V. Salerno*
Vice Chairman-Finance
and Business Development
Principal Accounting Officer:
P. M. Ciccone
Vice President and Comptroller
*By P. M. Ciccone
(P. M. Ciccone, as attorney-in-fact
and on his own behalf as
Principal Accounting Officer)
A Majority of Directors:
John Brademas*
Randolph W. Bromery*
John J. Creedon*
W. C. Ferguson*
Stanley P. Goldstein*
Helene L. Kaplan*
Elizabeth T. Kennan*
Frederic V. Salerno*
Ivan G. Seidenberg* July 20, 1994
Walter V. Shipley*
John R. Stafford*
Exhibit 5
NYNEX Corporation
1113 Westchester Avenue White Plains NY 10604 3510
914 644 6424
Raymond F Burke
Executive Vice President and General Counsel
NYNEX Logo
July 22, 1994
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
Dear Sirs:
In connection with the proposed filing by NYNEX Corporation (the "Company")
under the Securities Act of 1933, as amended, of a Registration Statement on
Form S-8 ("Registration Statement") relating to the registration of 8,000,000
shares of the Company's Common Stock (the "Shares") which may be purchased
under the Company's 1995 Stock Option Plan (the "Plan"), I am of the opinion
that:
1. The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware.
2. The Plan has been duly adopted and issuance of the Shares has
been duly authorized by the Company by appropriate corporate
action.
3. Upon issuance of the Shares and payment therefor in
accordance with (a) the Plan and (b) the resolutions of the
Board of Directors and stockholders of the Company relating
to the Plan and the offer and sale of the Shares, the Shares
will be legally issued, fully paid and nonassessable.
I hereby consent to the filing with the Securities and Exchange
Commission of this Opinion as an exhibit to the Registration Statement and
to the use of my name under the heading "Interests of Named Experts and
Counsel."
Very truly yours,
RAYMOND F. BURKE
Executive Vice President
and General Counsel
Exhibit 23-a
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of NYNEX Corporation on Form S-8, relating to the registration of 8,000,000
shares of Common Stock for the NYNEX Corporation 1995 Stock Option Plan, of
our report dated February 9, 1994, on our audits of the consolidated
financial statements of NYNEX Corporation and its subsidiaries as of December
31, 1993 and 1992 and for each of the three years in the period ended
December 31, 1993, which report is incorporated by reference in the 1993
Annual Report on Form 10-K of NYNEX Corporation. We further consent to the
incorporation by reference in this Registration Statement of our report dated
February 9, 1994, on our audits of the consolidated financial statement
schedules of NYNEX Corporation and its subsidiaries as of
December 31, 1993 and 1992 and for each of the three years in the period
ended December, 1993, which report is included in the 1993 Annual Report on
Form 10-K of NYNEX Corporation.
We further consent to reference to our Firm under the caption "Interests of
Named Experts and Counsel" in this Registration Statement.
COOPERS & LYBRAND
New York, New York
July 22, 1994
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware Corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement with respect to additional shares of the Company's
Common Stock (par value $1.00 per share) to be offered under the Company's
1995 Stock Option Plan; and
WHEREAS, each of the undersigned is an officer or both an officer and a
director of the Company;
NOW, THEREFORE, each of the undersigned hereby constitutes and appoints
W. C. Ferguson, F. V. Salerno and P. M. Ciccone, and each of them severally
as attorneys for the undersigned and in the undersigned's name, place and
stead, and in each of his offices and capacities as an officer or as both an
officer and director of the Company, to execute and file such registration
statement with respect to the additional shares of the Company's Common Stock
(par value $1.00 per share) to be offered under the Company's 1995 Stock
Option Plan, and thereafter to execute and file any amended registration
statement or statements (including any post-effective amendments thereto) and
any supplements thereto, with all exhibits thereto and other documents in
connection therewith, hereby giving and granting to said attorneys full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary and/or desirable to be done in and about the premises
as fully, to all intents and purposes, as the undersigned might or could do
if personally present at the doing thereof, hereby ratifying and confirming
all that said attorneys may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 20th day of July, 1994.
W. C. Ferguson F. V. Salerno P. M. Ciccone
W. C. Ferguson F. V. Salerno P. M. Ciccone
Chairman of the Board Vice Chairman-Finance Vice President and
and Chief Executive and Business Development Comptroller
Officer
State of New York )
) ss.:
County of Westchester)
On the 20th day of July, 1994 personally appeared before me,
W. C. Ferguson, F. V. Salerno and P. M. Ciccone, to me known and known to me
to be the persons described in and who executed the foregoing instrument, and
they severally duly acknowledged to me that they and each of them executed
and delivered the same for the purposes therein expressed.
Witness my hand and official seal this 20th day of July,1994.
Ina H. Callery
Ina H. Callery
Notary Public, State of New York
No.4834371
Qualified in Westchester County
Commission Expires June 30, 1995
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware Corporation (hereinafter referred
to as the "Company"), proposes to file with the Securities and Exchange
Commission, under the provisions of the Securities Act of 1933, as amended, a
registration statement with respect to additional shares of the Company's
Common Stock (par value $1.00 per share) to be offered under the Company's
1995 Stock Option Plan; and
WHEREAS, the undersigned is a director of the Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
W. C. Ferguson, F. V. Salerno and P. M. Ciccone, and each of them severally,
as attorneys for the undersigned and in the undersigned's name, place and
stead as a director of the Company, to execute and file such registration
statement, with respect to the additional shares of the Company's Common
Stock (par value $1.00 per share) to be offered under the Company's 1995
Stock Option Plan, and thereafter to execute and file any amended
registration statement or statements (including any post-effective amendments
thereto) and any supplements thereto, with all exhibits thereto and other
documents in connection therewith, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary and/or desirable to be done in and
about the premises as fully, to all intents and purposes, as the undersigned
might or could do if personally present at the doing thereof, hereby
ratifying and confirming all that said attorneys may or shall lawfully do, or
cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 21st day of July, 1994.
R. Bromery Elizabeth T. Keenan
Director Director
Ivan Seidenberg John Brademas
Director Director
Walter V. Shipley Helene L. Kaplan
Director Director
John R. Stafford
Director
Stanley P. Goldstein
Director
John J. Creedon
Director
State of New York)
) ss.:
County of New York)
On the 21st day of July, 1994, personally appeared before me each of the
Directors, all, to me known and known to me to be the persons described in
and who executed the foregoing instrument, and each such person duly
acknowledged to me that he or she executed and delivered the same for the
purposes therein expressed.
Witness my hand and official seal this 21st day of July, 1994.
Hannelore Koller
Notary Pulic, State of New york
No. 4687105
Qualified in Westchester County
Commission Expires December 31, 1995
