Registration No.
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.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(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 250,000 $43.38 $10,845,000 $3,739.66
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 June 20,
1996 ($43.38) multiplied by the number of shares being registered hereby.
The Index of Exhibits filed with this Registration Statement is found at
page 9.
G:\UKA\ACC\GENSEC\S-8\ODSOP.S-8
<PAGE>
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 Report on Form 10-Q for its quarter ended
March 31, 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 and April 15, 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 to be 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.
<PAGE>
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 21st
day of June, 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: June __, 1996 By:
Richard T. Aab, Director and
Chairman of the Board
Date: June 21, 1996 By: /S/ DAVID K. LANIAK
David K. Laniak,
Chief Executive Officer and a
Director
Date: June 21, 1996 By: /S/ARUNAS A. CHESONIS
Arunas A. Chesonis,
President and Chief Operating Officer
and a Director
Date: June 21, 1996 By: /S/ MICHAEL R. DALEY Michael R. Daley,
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Date: June 21, 1996 By: /S/ HUGH F. BENNETT
Hugh F. Bennett, Director
Date: June __, 1996 By:
Willard Z. Estey, Director
Date: June 21, 1996 By: /S/ DANIEL D. TESSONI
Daniel D. Tessoni, Director
Date: June 21, 1996 By: /S/ ROBERT M. VAN DEGNA
Robert M. Van Degna, Director
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION
4-1 ACC Corp. Non-Employee Directors' Filed herewith
Stock Option Plan
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 4-1 ACC CORP.
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
As Adopted on January 19, 1996
1. PURPOSE. The purpose of this Non-Employee Directors' Stock
Option Plan (the "Plan") is to secure for ACC CORP., a Delaware corporation
(the "Company"), and its shareholders the benefits of the incentive
inherent in increased stock ownership by members of the Company's Board of
Directors (the "Board") who are not also employees of the Company or any of
its subsidiaries (a "Non-Employee Director"). Options to purchase shares
of the Company's Class A Common Stock, $.015 par value, or such other
shares as are substituted pursuant to Paragraphs 5(e) or 5(f) below (the
"Common Stock"), shall be granted to Non-Employee Directors of the Company
pursuant to the terms of this Plan.
2. ELIGIBILITY. Each Non-Employee Director shall be eligible to
receive grants of non-qualified stock options in accordance with the
specific provisions of Paragraph 4 below ("Options"). The adoption of this
Plan shall not be deemed to give any Director any right to be granted an
Option to purchase Common Stock except to the extent and upon such terms
and conditions consistent with this Plan as may be determined by the
Executive Compensation Committee of the Board (the "Committee").
3. LIMITATION ON AGGREGATE SHARES. The maximum number of shares of
Common Stock with respect to which Options may be granted under this Plan
and which may be issued upon the exercise thereof shall not exceed, in the
aggregate, 250,000 shares, subject to adjustment pursuant to Paragraph 5(e)
below; provided, however, that if any Options granted under this Plan
expire unexercised or are cancelled, terminated or forfeited in any manner
without the issuance of Common Stock thereunder, the shares with respect to
which such Options were granted shall resume the status of being available
for issuance under this Plan. Such shares of Common Stock may be either
authorized and unissued shares, treasury shares or a combination thereof,
as the Committee shall determine.
4. TERMS AND CONDITIONS OF OPTIONS. Options granted under this Plan
shall be subject to such terms and conditions and evidenced by written
agreements in such form as shall be determined from time to time by the
Committee and shall in any event be subject to the terms and conditions set
forth in this Plan. In the event of any conflict between a written
agreement and the Plan, the terms of the Plan shall govern.
(a) OPTIONS TO CURRENT DIRECTORS. Each Non-Employee Director as
of January 19, 1996 shall receive, as of such date, an Option (an "Initial
Option") to purchase 5,000 shares of Common Stock.
(b) ANNUAL OPTIONS. Each year on the date of the Annual Meeting
of the Company's Shareholders (the "Annual Meeting"), commencing with the
1996 Annual Meeting, each Non-Employee Director elected at such meeting
shall automatically receive an Option to purchase 5,000 shares of Common
Stock.
(c) OPTION PRICE. The Option price per share of Common Stock shall
be 100% of the "Fair Market Value" of a share of Common Stock as of the
date of grant (the "Option Price"). The Fair Market Value of the Common
Stock on any given date means (i) the Closing Price quoted for the
Company's Common Stock in the National Association of Securities Dealers
Automated Quotation System ("Nasdaq System") National Market List on the
last business day immediately preceding the date of grant of the Option; or
(ii) if there are no reported sales on such date, then the mean between the
closing high bid and low asked prices as reported by the Nasdaq System for
such date (or, if not so reported, then as reported for that date by the
system then regarded as the most reliable source of such quotations); or
(iii) if there are no reported sales or quotations, as the case may be, on
the given date, the value determined pursuant to (i) or (ii) using the
reported sale prices or quotations on the last previous date on which so
reported; or (iv) if none of the foregoing clauses apply, the fair market
value as determined in good faith by the Committee.
(d) TERM OF OPTIONS. Each Option shall be exercisable for ten years
and one day after its date of grant.
(e) EXERCISE OF OPTIONS. Options shall be exercised by written
notice to the Company (to the attention of the Treasurer of the Company)
accompanied by payment in full of the Option Price with respect to the
number of Options being exercised. Payment of the Option Price may be
made, at the discretion of the Non-Employee Director: (i) in cash
(including check, bank draft or money order); (ii) by delivery of Common
Stock already owned for at least six months by the Non-Employee Director,
which shall be valued at the Fair Market Value thereof on the date of
exercise; or (iii) by delivery of a combination of cash and Common Stock;
provided, however, that the Committee may, in the exercise of its
discretion, require the Option Price to be paid in cash.
(f) RIGHTS AS A SHAREHOLDER. No Non-Employee Director shall have any
rights as a shareholder with respect to any shares covered by an Option
until the date a stock certificate for such shares is issued to him or her.
Except as otherwise provided herein, no adjustments shall be made for
dividends or distributions of other rights for which the record date is
prior to the date such stock certificate is issued.
5. ADDITIONAL PROVISIONS.
(a) CONDITIONS AND LIMITATIONS ON EXERCISE. The Initial Options
granted hereunder shall be exercisable in full immediately upon their date
of grant. All other Options granted hereunder shall be exercisable in full
("vest") on the first anniversary of their date of grant. Notwithstanding
the foregoing, (i) no Option shall be exercisable prior to the adoption of
the Plan by the Company's shareholders at the Company's 1996 Annual
Meeting, as provided in Paragraph 9 below, and (ii) no shares of Common
Stock issuable upon the exercise of an Option may be sold, assigned,
pledged or otherwise transferred for a period of six months after the later
to occur of (x) the adoption of the Plan by the Company's shareholders and
(y) the grant of the Option, as specified in Rule 16b-3 (or other period of
time specified in such rule as it may be amended from time to time) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(b) TERMINATION OF SERVICE AS A DIRECTOR. Any vested Option shall be
exercisable during the holder's term as a Director of the Company in
accordance with its terms and, except if the Director is removed from
office for cause, shall remain exercisable for one year following the date
of his/her termination of service as a Director regardless of the reason
therefor, including, but not limited to, his/her resignation or retirement
from the Board, disability as defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), or death, subject to the
earlier expiration of the term of such Option as defined in Paragraph 4(d)
above.
(c) REGISTRATION AND COMPLIANCE WITH LAWS AND REGULATIONS. It shall
be a further condition to any exercise of an Option and the purchase of
shares of Common Stock pursuant thereto that the Company's counsel be
satisfied that the issuance of such shares will be in compliance with the
Securities Act of 1933, as amended, and any other laws applicable thereto,
and the Company shall be entitled to receive such other information,
assurances, documents, representations or warranties as it or its counsel
may reasonably require with respect to such compliance. Additionally, if
deemed necessary by Company counsel, appropriate restrictive legends may be
placed on any certificate for shares received by an optionee pursuant to
the exercise of an Option and the Company may cause stop transfer orders to
be placed against such certificate(s). The Committee may at any time
impose any limitations upon the exercise of an Option or the sale of the
Common Stock issued upon exercise of an Option that, in the Committee's
discretion, are necessary or desirable in order to comply with Section 16
of the Exchange Act and the rules and regulations thereunder.
(d) NONTRANSFERABILITY OF OPTIONS. Options may not be transferred,
assigned, pledged or hypothecated (whether by operation of law or
otherwise) other than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order, as defined by Section
414(p) of the Code, Section 206(d)(3)(B) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or the rules thereunder, and,
during the lifetime of the person to whom they are granted, may be
exercised only by such person (or his or her guardian or legal
representative).
(e) ADJUSTMENT FOR CHANGE IN COMMON STOCK. If the outstanding Common
Stock is hereafter changed by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up,
combination, exchange of shares, or the like, or dividends payable in
shares of the Common Stock or other securities or assets, an appropriate
adjustment shall be made by the Committee in the aggregate number of shares
available under the Plan, in the number of shares subject to Options to be
granted thereafter pursuant to Paragraphs 4(a) and 4(b), and in the number
of shares and price per share subject to outstanding Options. Any
adjustment in the number of shares shall apply proportionately to only the
unexercised portion of any Option granted hereunder. If fractions of a
share would result from any such adjustment, the adjustment shall be
revised to the next higher whole number of shares.
(f) CHANGE IN CONTROL OF THE COMPANY. All unvested Options then
outstanding under this Plan shall automatically become exercisable in full
upon the occurrence of any of the following events, each of which shall be
deemed a "change in control" of the Company: (1) a merger or other
business combination approved by the Company's shareholders; (2) the
acquisition by a third party of more than 50% of the total outstanding
shares of the Company's Common Stock; or (3) a change in the composition of
the Company's Board of Directors such that a majority of the Board consists
of Directors other than the incumbent Directors and the nominees of the
incumbent Directors; PROVIDED, however, that in all events the Committee
shall have the discretion to determine that a particular transaction does
not constitute a "change in control" for purposes of this subparagraph. In
the event of a change in control of the Company, the Options may be assumed
by the successor corporation or a parent of such successor corporation or
substantially equivalent options may be substituted by the successor
corporation or a parent of such successor corporation. However, if the
successor corporation does not assume the Options or substitute options,
then, if not exercised prior to the effective date of the change in control
of the Company, the value of each unexercised Option, as measured by (i)
the difference between the Fair Market Value of the Company's Common Stock
as of the date that is five trading days prior to the effective date of the
change in control less the Option Price of each Option, multiplied by (ii)
the number of shares of Common Stock covered by each such Option, shall be
paid in cash to the Option holder no later than the effective date of the
change in control of the Company, and each such Option shall thereupon be
cancelled.
(g) LIQUIDATION OR DISSOLUTION. In the event of the liquidation or
dissolution of the Company, the Options shall terminate immediately prior
to the liquidation or dissolution if not exercised prior to such date.
(h) TAXES. The Company shall, to the extent it is required to do so
under applicable federal, state or local rules or regulations, withhold (or
secure payment from the Non-Employee Director in lieu of withholding) the
amount of all withholding and other taxes due with respect to the exercise
of any Options under this Plan, and the Company may defer such issuance
unless indemnified to its satisfaction. To satisfy such obligations, the
Company shall withhold that number of shares issuable pursuant to the
exercise of any Option hereunder as shall have a Fair Market Value (as of
the date of exercise) equal to the amounts required to be withheld, unless
the Non-Employee Director shall first pay the Company the amount of such
obligations in cash or by surrendering to the Company previously-acquired
shares of Common Stock that have such a Fair Market Value.
6. ADMINISTRATION. This Plan shall be administered by the
Committee. It is intended that the Plan will constitute a "formula plan"
within the meaning of Rule 16b-3 under the Exchange Act. The provisions of
the Plan and of any Option agreement made pursuant to the Plan will be
interpreted and applied accordingly.
The Committee shall have full power to construe and interpret this
Plan and Options granted hereunder, to establish and amend rules for its
administration and to correct any defect or omission and to reconcile any
inconsistency in this Plan or in any Option granted hereunder to the extent
the Committee deems desirable to carry this Plan or any Option granted
hereunder into effect. All actions taken and interpretations and
determinations made by the Committee in good faith shall be final and
binding upon the Company, all Non-Employee Directors who have received
grants under the Plan and all other interested parties.
7. TERMINATION AND AMENDMENT OF PLAN. At any time the Committee may
suspend or terminate this Plan and make such changes or amendments as it
deems advisable; PROVIDED, however, that all such changes and amendments
are made in compliance with Rule 16b-3 of the Exchange Act (as such rule
may be amended from time to time); that no such change or amendment shall
be effective without the prior approval of the shareholders of the Company
that would: (i) except as provided in Paragraph 5(e) hereof, increase the
maximum number of Shares for which Options may be granted under this Plan;
(ii) change the eligibility requirements for those entitled to participate
in this Plan; or (iii) materially increase the benefits accruing to
participants in this Plan; and FURTHER PROVIDED, that Paragraphs 4, 5(a)
and 5(b) shall not be amended more than once every six months (other than
to comply with the federal securities laws, the Code, or ERISA). No
Options shall be granted hereunder after January 19, 2006.
Notwithstanding any termination of the Plan, the terms of the Plan shall
continue to apply to Options granted prior to any such termination.
8. NOTICES. Notices required or permitted to be made under the Plan
shall be sufficiently made if personally delivered to the Non-Employee
Director or sent by regular mail addressed (a) to the Non-Employee
Director's address as set forth in the books and records of the Company, or
(b) to the Company or the Committee at the principal office of the Company
clearly marked "Attention: Executive Compensation Committee."
9. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of
January 19, 1996, provided that the adoption of the Plan shall have been
approved by the Company's shareholders at the Company's 1996 Annual
Meeting. If the Plan is not so approved by the Company's shareholders, the
Plan and all Options granted hereunder shall automatically terminate.
10. GOVERNING LAW. The Plan, all Options granted hereunder and all
actions taken hereunder shall be governed by and construed in accordance
with the laws of the State of Delaware.
G:\UKA\ACC\GENSEC\ODSOPLAN\ODSO.PLN 1/19/96
<PAGE>
(FORM) NON-QUALIFIED STOCK OPTION CONTRACT
This NON-QUALIFIED STOCK OPTION CONTRACT is made by and between ACC
Corp., a Delaware corporation with its principal executive offices at 400
West Avenue, Rochester, New York 14611 (the "Company") and
_______________________with an address of
_____________________________________________________________ (the
"Optionee").
The parties hereby agree as follows:
1. GRANT OF OPTION. Pursuant to the terms of the Company's Non-
Employee Directors' Stock Option Plan (the "Plan"), the Company hereby
grants to the Optionee a Non-Qualified Stock Option (the "Option") to
purchase an aggregate of 5,000 shares of the Company's Class A Common
Stock, par value $.015 per share, at an exercise price of $__________ per
share. This Option may be exercised at any time and from time to time, in
whole or in part, subject to the further conditions contained herein.
2. TERM. The term of this Option shall be ten years and one day
from the date hereof, subject to earlier termination as provided in the
Plan, as amended from time to time, and subject to the restrictions
concerning the exercise of Options set forth therein.
3. EXERCISABILITY. This Option is exercisable with respect to all
of the shares subject hereto as of the first anniversary date of the date
hereof.
4. PAYMENT OF EXERCISE PRICE. In order for this Option to be
exercised, in whole or in part, the Optionee must notify the Company in
writing of such exercise, specifying the number of shares being purchased
and accompanied by payment in full of the aggregate exercise price for the
number of shares being purchased.
5. TRANSFERABILITY. This Option is not transferrable by the
Optionee other than by Will or the laws of descent and distribution and is
exercisable, during his/her lifetime, only by the Optionee.
6. BINDING EFFECT. This option shall be binding upon and inure to
the benefit of any successor or assignee of the Company and any executor,
administrator, legal representative, legatee or distributee entitled by law
to exercise the Optionee's rights hereunder.
7. OPTION PLAN. The Optionee hereby agrees to all the terms and
provisions of the Plan and any future amendments thereto, which are
expressly incorporated into this Option and made a part hereof as if
printed herein. A current copy of the Plan will be provided to the
Optionee by the Company at any time and without charge, upon request.
IN WITNESS WHEREOF, the Company has caused this Option to be executed
on its behalf by its duly authorized officer, and the Optionee has hereunto
set his/her hand, as of the _____day of ____________, 19___.
COMPANY:
OPTIONEE: ACC CORP.
_________________________________ By: ____________________________
Title: _________________________
G:\UKA\ACC\GENSEC\ODSOPLAN\ODSO.PLN 1/19/96
EXHIBIT 5-1
June 21, 1996
ACC Corp.
400 West Avenue
Rochester, New York 14611
Re: Registration on Form S-8 of 250,000 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 250,000 shares of its Class A Common Stock, par value $.015 per share,
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 250,000 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 Non-Employee
Directors' Stock Option Plan 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
G:\UKA\ACC\GENSEC\OPINIONS\ODSOPS-8.OPN
EXHIBIT 23-2
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports
dated February 6, 1996 (except with respect to the matters discussed in
Notes 10 and 11.A., as to which the dates are February 20, 1996 and
February 8, 1996, respectively), included in ACC Corp.'s Form 10-K for the
year ended December 31, 1995 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
Rochester, New York
June 24, 1996
