Original Electronically Transmitted to the Securities and Exchange Commission
on March 3, 1995 Registration No. 33-
================================================================
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 1992 Non-Management 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:
Morrison DeS. Webb, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1113 Westchester Avenue
White Plains, New York 10604
CALCULATION OF REGISTRATION FEE
Title of Securities to be registered
Proposed Proposed
Title of Amount maximum maximum Amount
Securities of offering aggregate of
to be registered Registration price per offering Registration
share price Fee
- ---------------------------------------------------------------------------
Common Stock, (2) 7,500,000 shares $38.25 (1) $286,875,000 $98,923.11
par value
$1 per share
(1) Estimated solely for the purpose of calculating the
registration fee and calculated in accordance with Rule 457(h)
based upon the average of the high and low prices per share of
Common Stock of NYNEX Corporation as quoted on the New York
Stock Exchange--Composite Transactions listing for February 17,
1995.
(2) Includes Junior Participating Preferred Stock and related
purchase rights, which prior to the occurrence of certain
events will not be exercisable or evidenced separately from the
Common Stock.
As permitted by Rule 429 under the Securities Act of 1933, the
Prospectus related to this Registration Statement also covers
securities registered under Registration Statement No. 33-48647.
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation ("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 Reports on Form 10-Q for the quarters
ended March 31, June 30, and September 30, 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,
June 30, 1994, September 26, 1994, October 20, 1994, and
December 8, 1994 and filed with the SEC on January 13,
1994, March 1, 1994, March 4, 1994, March 31, 1994, July
5, 1994, October 4, 1994, October 28, 1994, and December
22, 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, as amended, for the year ended December 31, 1993,
incorporated by reference in this Registration Statement, have
been incorporated herein in reliance on the report of Coopers &
Lybrand L.L.P., 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 Morrison DeS. Webb, Executive Vice President
and General Counsel.
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.
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.
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.
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 Morrison DeS. Webb, Executive Vice President
and General Counsel, NYNEX Corporation, as to the
legality of the securities being registered.
23-a Consent of Coopers & Lybrand L.L.P.
23-b Consent of Morrison DeS. Webb, Executive Vice President
and General Counsel, NYNEX Corporation, filed as Exhibit 5.
24 Powers 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 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 this
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.
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.
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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
NYNEX Corporation 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 State of New York,
on the 28th day of February, 1995.
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:
I. G. Seidenberg* President and
Chief Executive Officer
Principal Financial Officer:
A. Z. Senter* Executive Vice President
and Chief Financial Officer
Principal Accounting Officer:
P. M. Ciccone* Vice President and Comptroller
A Majority of Directors:
John Brademas*
Randolph W. Bromery*
John J. Creedon*
William C. Ferguson*
Helene L. Kaplan* *By P. M. Ciccone
Elizabeth T. Kennan* (P. M. Ciccone, as attorney-in-fact
Edward E. Phillips* and on his own behalf as
Frederic V. Salerno* Principal Accounting Officer)
Ivan G. Seidenberg* February 28, 1995
Walter V. Shipley*
Exhibit 5
NYNEX Corporation
1113 Westchester Avenue White Plains NY 10604 3510
914 644 6424
Morrison DeS. Webb
Executive Vice President and General Counsel
NYNEX Logo
February 25, 1995
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
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 7,500,000 additional
shares of the Company's Common Stock (the "Shares") which may be
purchased under the Company's 1992 Non-Management 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 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,
MORRISON DeS. WEBB
MORRISON DeS. WEBB
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 (File
No. 33-48647), relating to the registration of 7,500,000 shares
of NYNEX Common Stock for the NYNEX Corporation 1992 Non-
Management Stock Option Plan, of our report dated February 9,
1994, on our audits of the consolidated financial statements and
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 31, 1993, which
report is included in the 1993 Annual Report on Form 10-K, as
amended, of NYNEX Corporation.
We further consent to the reference to our Firm under the
caption "Interests of Named Experts and Counsel" in this
Registration Statement.
COOPERS & LYBRAND L.L.P.
New York, New York
March 2, 1995
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 1992 Non-Management Stock Option Plan; and
WHEREAS, each of the undersigned is an Officer or both an
Officer and a Director of the Corporation;
NOW, THEREFORE, each of the undersigned hereby constitutes and
appoints I. G. Seidenberg, A. Z. Senter 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 the undersigned's
offices and capacities as an Officer or as both an Officer and a
Director of the Corporation, 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 1992 Non-Management Stock Option Plan, and thereafter to
execute and file any amended registration statement or statements
(including any post-effective amendments thereto) and amended
prospectus or prospectuses or amendments or supplements to any of the
foregoing, 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, 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 28th day of February, 1995.
I. G. Seidenberg A. Z. Senter P. M. Ciccone
I. G. Seidenberg A. Z. Senter P. M. Ciccone
President Executive Vice President Vice President
and and and
Chief Executive Officer Chief Financial Officer Comptroller
State of New York)
) ss.:
County of Westchester)
On the 28th day of February 1995, personally appeared before me
I. G. Seidenberg, A. Z. Senter 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 28th day of February 1995.
Ina Callery
Ina Callery
Notary Public, State of New York
No. 4834371
Qualified in Westchester County
Commission Expires June 30, 1995
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, NYNEX Corporation, a Delaware corporation
(hereinafter referred to as the "Corporation"), 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 1992 Non-Management Stock Option Plan; and
WHEREAS, each of the undersigned is a Director or both a
Director and an Officer of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints I. G. Seidenberg, A. Z. Senter 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 or both a
Director and an Officer of the Corporation, 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 1992 Non-Management Stock Option Plan,
and thereafter to execute and file any amended registration
statement or statements (including any post-effective amendments
thereto) and amended prospectus or prospectuses or amendments or
supplements to any of the foregoing, 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,
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 16th day of February, 1995.
W. C. Ferguson Ivan Seidenberg
William C. Ferguson Ivan G. Seidenberg
Chairman of the Board President, Chief Executive Officer,
and Director
Frederic V. Salerno John Brademas
Frederic V. Salerno John Brademas
Vice Chairman - Director
Finance and Business Development
and Director
R. Bromery John J. Creedon
Randolph W. Bromery John J. Creedon
Director Director
Helene L. Kaplan
Stanley P. Goldstein Helene L. Kaplan
Director Director
Elizabeth T. Kennan Edward E. Phillips
Elizabeth T. Kennan Edward E. Phillips
Director Director
Walter V. Shipley
Walter V. Shipley John R. Stafford
Director Director
State of New York)
) ss.:
County of New York)
On the 16th day of February, 1995, personally appeared before
me each of the Officers and 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 16th day of February,
1995.
Robert Erb
Notary Public, State of New York
No. 31-4808105
Qualified in New York County
Commission Exires January 31,1997
