Original Electronically Transmitted to the Securities and
Exchange Commission on January 19, 1996
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
1095 Avenue of the Americas
New York, New York 10036
Telephone Number 212 395-1020
Please send copies of all communications to:
Morrison DeS. Webb, Esq.
Executive Vice President and General Counsel
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount
Title of offering aggregate of
securities to be Amount to be price offering registration
registered registered per share* price* fee
Common Stock--par
value $1 per share 12,000,000 shares $50.50 $606,000.00 $208,965.52
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* 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
January 15, 1996.
Pursuant to Rule 429 under the Securities Act of 1933, as
amended, the Prospectus contained herein also relates to
Registration Statement No. 33-54693, previously filed by the
Registrant on Form S-8 and declared effective on July 22, 1994.
This Registration Statement is a new Registration Statement and
also constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 33-54693.
There are also registered hereunder such additional indeterminate
number of shares of Common Stock of NYNEX Corporation as may be
issued as a result of the antidilution provisions of the NYNEX
1995 Stock Option Plan.
<PAGE>
Item 3. Incorporation of Documents by Reference.
The following documents filed by NYNEX Corporation ("NYNEX"),
File No. 1-8608, with the Securities and Exchange Commission (the
"SEC") 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, 1994;
(2) NYNEX's Quarterly Reports on Form 10-Q for the periods
ended March 31, June 30 and September 30, 1995;
(3) NYNEX's Current Reports on Form 8-K dates of reports
May 12, 1995, June 1, 1995, July 1, 1995 and August 2,
1995 and filed with the SEC on May 24, 1995, June 8,
1995, July 10, 1995 and August 2, 1995, 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, 1994, incorporated by
reference in this Registration Statement, have been incorporated
herein in reliance on the reports 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
<PAGE>
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.
<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.
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 executed by Officers and Directors
who signed this Registration Statement.
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;
<PAGE>
(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.
(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 19th day of January, 1996.
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:
Ivan G. Seidenberg*
Chairman of the Board and
Chief Executive Officer
Principal Financial Officer:
Alan Z. Senter*
Executive Vice President
and Chief Financial Officer
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)
Directors:
John Brademas*
R. W. Bromery*
R. Carrion*
J. R. de Vink*
Stanley P. Goldstein*
Helene L. Kaplan* January 19, 1996
Elizabeth T. Kennan*
Edward E. Phillips*
Hugh B. Price*
Frederic V. Salerno*
Ivan G. Seidenberg*
Walter V. Shipley*
John R. Stafford*
Exhibit 5
NYNEX Corporation
1095 Avenue of the Americas
New York, New York 10036
(212) 395-1020
Morrison DeS. Webb
Executive Vice President and General Counsel
NYNEX Logo
January 19, 1996
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 12,000,000 additional 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,
MORRISON DeS. WEBB
MORRISON DeS. WEBB
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 12,000,000 additional shares of Common Stock for
the NYNEX Corporation 1995 Stock Option Plan, of our report dated
February 8, 1995 on our audit of the consolidated financial
statements of NYNEX Corporation and its subsidiaries as of
December 31, 1994 and 1993 and for each of the three years in the
period ended December 31, 1994, which report is incorporated by
reference in the 1994 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 8, 1995 on our audit of the consolidated financial
statement schedules of NYNEX Corporation and its subsidiaries as
of December 31, 1994 and 1993 and for each of the three years in
the period ended December, 1994, which report is included in the
1994 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, L.L.P.
New York, New York
January 19, 1996
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 Ivan G. Seidenberg, Alan Z. Senter and
Peter 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 18th day of January, 1996.
Ivan Seidenberg Alan Z. Senter P. M. Ciccone
Ivan G. Seidenberg Alan Z. Senter Peter M. Ciccone
Chairman of the Board Executive Vice President Vice President and
and Chief Executive and Chief Financial Officer Comptroller
Officer
State of New York )
)ss.:
County of Westchester)
On the 18th day of January, 1996 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 18th day of January, 1996.
Elizabeth A. Brislan
Elizabeth A. Brislan
Notary Public, State of New York
No. 5022000
Qualified in Westchester County
Commission Expires December 17, 1997
<PAGE>
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 Ivan G. Seidenberg, Alan Z. Senter and Peter 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 18th day of January, 1996.
John Brademas Stanley P. Goldstein Hugh B. Price
John Brademas Stanley P. Goldstein Hugh B. Price
Director Director Director
R. W. Bromery Helene L. Kaplan Frederic V. Salerno
Randolf W. Bromery Helene L. Kaplan Frederic V. Salerno
Director Director Vice Chairman and Director
Richard L. Carrion Elizabeth T. Kennan Walter V. Shipley
Richard L. Carrion Elizabeth T. Kennan Walter V. Shipley
Director Director Director
J.R. de Vink Edward E. Phillips John R. Stafford
Lodewijk J.R. de Vink Edward E. Phillips John R. Stafford
Director Director Director
State of New York )
)ss.:
County of New York )
On the 18th day of January, 1996, 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 18th day of January, 1996
ROBERT W. ERB
ROBERT ERB
Notary Public, State of New York
No. 31-4808105
Qualified in New York County
Commission Expires January 31, 1997
