Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ACC CORP.
(Exact name of issuer as specified in its charter)
DELAWARE 16-1175232
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 WEST AVENUE, ROCHESTER, NY 14611
(Address of Principal Executive Offices)
ACC CORP.
UNITED KINGDOM SHARE SAVE SCHEME
(Full title of the Plan)
____________________
UNDERBERG & KESSLER
1800 CHASE SQUARE
ROCHESTER, NEW YORK 14604
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (716) 258-
2800
____________________________
Approximate date of commencement of proposed sales to the public: From
time to time after the effective date of this Registration Statement as
determined by market conditions.
____________________________
(continued on next page)
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE* PRICE* FEE
Class A 150,000 $52.63 $7,893,750.00 $2,721.98
Common Stock shares
par value $.015
per share
* Estimated solely for purposes of calculating registration fee. Per-
share price and aggregate offering price are calculated pursuant to Rule
457(h) based upon the average of the High and Low Prices quoted for the
Registrant's Class A Common Stock in over-the-counter trading on September
17, 1996 ($52.63) multiplied by the number of shares being registered
hereby.
The Index of Exhibits filed with this Registration Statement is found at
page 9.
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PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been or will in the future be filed
by ACC Corp. (the "Company") with the Securities and Exchange Commission
("SEC") are incorporated in this Registration Statement by reference:
1. The Company's Annual Report on Form 10-K for its year ended
December 31, 1995 filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), which
contains certified financial statements for the Company's fiscal
year ended December 31, 1995.
2. The Company's Quarterly Reports on Form 10-Q for its quarters
ended March 31, 1996 and June 30, 1996, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
3. The Company's Current Reports on Form 8-K filed with the SEC on
February 22, 1996, April 15, 1996 and September 17, 1996.
4. All other reports filed pursuant to Section 13(a) or 15 (d) of
the Exchange Act since December 31, 1995.
5. The Company's Notice of Annual Meeting of Shareholders and Proxy
Statement for its Annual Meeting of Shareholders held on June 14,
1996, filed pursuant to Section 14 of the Exchange Act.
6. The description of the Company's Class A Common Stock contained
in the Company's Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in and to be a part of this
Registration Statement from the respective dates of the 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 4. DESCRIPTION OF SECURITIES.
Not required.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits
the Company to indemnify any Director or officer of the Company against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement, incurred in defense of any action (other than an action by or
in the right of the Company) arising by reason of the fact that he/she is
or was an officer or Director of the Company, if in any civil action or
proceeding it is determined that he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interests of
the Company and, with respect to any criminal action or proceeding, it is
determined that he/she had no reasonable cause to believe his/her conduct
was unlawful. Section 145 also permits the Company to indemnify any such
officer or Director against expenses incurred in an action by or in the
right of the Company if he/she acted in good faith and in a manner he/she
reasonably believed to be in or not opposed to the best interests of the
Company, except in respect of any matter as to which such person is
adjudged to be liable to the Company, unless allowed by the court in which
such action is brought. This statute requires indemnification of such
officers and Directors against expenses to the extent they may be
successful in defending any such action. The statute also permits purchase
of liability insurance by the Company on behalf of its officers and
Directors.
Article Seven, Section 2 of the Company's Certificate of Incorporation
and Article V of its Bylaws (collectively its "charter documents")
generally provide for the mandatory indemnification of and advancement of
litigation expenses to the Company's Directors, officers and employees to
the fullest extent permitted by the DGCL against all liabilities, losses
and expenses incurred in connection with any action, suit or proceeding in
which any of them become involved by reason of their service rendered to
the Company or, at its request, to another entity; PROVIDED that it is
determined, in connection with any civil action, that the indemnitee acted
in good faith and in a manner that he/she reasonably believed to be in or
not opposed to the Company's best interests, and in connection with any
criminal proceeding, that the indemnitee had no reasonable cause to believe
his/her conduct was unlawful. These provisions of the Company's charter
documents are not exclusive of any other indemnification rights to which an
indemnitee may be entitled, whether by contract or otherwise. The Company
may also purchase liability insurance on behalf of its Directors and
officers, whether or not it would have the obligation or power to indemnify
any of them under the terms of its charter documents or the DGCL.
The Company has acquired and maintains liability insurance for the
benefit of its Directors and officers for serving in such capacities. It
has also entered into indemnification agreements with each of its Directors
and executive officers pursuant to which the Company has agreed to
indemnify, subject to the terms thereof, each of them to the fullest extent
authorized or permitted by the DGCL as well as any other law authorizing or
permitting such indemnification adopted after the respective dates of such
agreements, and to the fullest extent permitted by law, against litigation
costs and liabilities incurred in connection with any threatened, pending
or completed action, suit, proceeding or investigation by reason of the
fact that such Director or executive officer is or was serving in any such
capacity or is or was serving or at any time serves at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
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 ("Securities
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.
Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of Prospectus filed with
the SEC pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement;
(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 (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8, or Form F-3 and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the SEC 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 Securities 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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's Annual Report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities 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 SEC
such indemnification is against public policy as expressed in that 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 Securities Act and will be governed by
the final adjudication of such issue.
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POWER OF ATTORNEY
Registrant and each person whose signature appears below hereby
appoints David K. Laniak, Arunas A. Chesonis and Michael R. Daley, and
each of them, as attorneys-in-fact, each with full power of substitution,
to execute in their names and on behalf of the Registrant and each such
person, individually and in each capacity stated below, one or more
amendments (including post-effective amendments) to this Registration
Statement as the attorney-in-fact acting on the premise shall from time to
time deem appropriate and to file any such amendment to this Registration
Statement with the Securities and Exchange Commission.
SIGNATURES
THE REGISTRANT. 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 to be signed on its behalf by the
undersigned thereunto duly authorized, in Rochester, New York, on this 17th
day of September, 1996.
ACC CORP.
By: /S/ DAVID K. LANIAK
David K. Laniak,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated:
Date: September 17, 1996 By: /S/ RICHARD T. AAB
Richard T. Aab, Director and
Chairman of the Board
Date: September 17, 1996 By: /S/ DAVID K. LANIAK
David K. Laniak,
Chief Executive Officer and a
Director
Date: September 17, 1996 By: /S/ ARUNAS A. CHESONIS
Arunas A. Chesonis,
President and Chief Operating Officer
and a Director
Date: September 17, 1996 By: /S/ MICHAEL R. DALEY
Michael R. Daley,
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: September 17, 1996 By: /S/ HUGH F. BENNETT
Hugh F. Bennett, Director
Date: September 17, 1996 By: /S/ WILLARD Z. ESTEY
Willard Z. Estey, Director
Date: September 17, 1996 By: /S/ DANIEL D. TESSONI
Daniel D. Tessoni, Director
Date: September 17, 1996 By: /S/ ROBERT M. VAN DEGNA
Robert M. Van Degna, Director
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
5-1 Opinion of Underberg & Kessler, Filed herewith
Counsel to the Company
23-1 Consent of Underberg & Kessler, Included in its
Counsel to the Company Opinion filed
as Exhibit 5-1
23-2 Consent of Arthur Andersen LLP, Filed herewith
Independent Public Accountants
24-1 Power of Attorney See Part II of
Registration
Statement
EXHIBIT 5-1
September 18, 1996
ACC Corp.
400 West Avenue
Rochester, New York 14611
Re: Registration on Form S-8 of 150,000 Shares of ACC Corp.
Class A Common Stock for Sale Under the Securities Act of
1933
Gentlemen:
We have acted as counsel to ACC Corp. (the "Company"), a Delaware
corporation, in connection with the registration for public sale of a total
of 150,000 shares of its Class A Common Stock, par value $.015 per share,
to be offered in connection with its United Kingdom Share Save Scheme, as
more fully described in the Registration Statement on Form S-8 being filed
by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended.
In our opinion, the 150,000 shares of Class A Common Stock covered by
the aforesaid Registration Statement have been duly authorized and, when
issued in accordance with the terms of the Company's United Kingdom Share
Save Scheme and the options granted thereunder, will be legally and validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to any references to this opinion therein.
Very truly yours,
UNDERBERG & KESSLER LLP
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EXHIBIT 23-2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this registration statement.
/s/ Arthur Andersen LLP
Rochester, New York
September 18, 1996
