Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
Registration Statement
Under
THE SECURITIES ACT OF 1933
ACC CORP.
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(Exact name of registrant as specified in its charter)
Delaware 16-1175232
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
400 WEST AVENUE, ROCHESTER, NY 14611
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(Address of Principal Executive Offices)
ACC CORP. EMPLOYEE LONG TERM INCENTIVE PLAN
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(Full title of the plan)
SARAH M. AYER-GUDELL, ESQ.
ASSISTANT CORPORATE COUNSEL
ACC CORP.
400 WEST AVE., ROCHESTER, NY 14614
(716) 987-3000
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(Name,address including zip code and telephone number,
including area code of agent for service)
Copy to:
JOHN C. PARTIGAN, ESQ.
NIXON, HARGRAVE, DEVANS & DOYLE LLP
CLINTON SQUARE, P.O. BOX 1051
ROCHESTER, NY 14604
(716)263-1000
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 800,000 $27.12 $21,700,000 $6,575.75
Common Stock Shares
par value
$.015 per
share
<PAGE>
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* Estimated solely for purposes of calculating registration fee.
Pershare 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
25,1997 ($27.12) multiplied by the number of shares being registered hereby.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of
the Company's prior Form S-8 Registration Statements relating to this
Plan, Registration Numbers 33-36546, effective August 27, 1990 (the
Company's "1990 Form S-8"), 33-52174, effective September 18, 1992 (the
Company's "1992 Form S-8"), 33-87056, effective December 5, 1994 (the
Company's "1994 Form S-8"), 333-01219, effective February 27, 1996 (the
Company's "Feb. 1996 Form S-8"), and 333-06831, effective June 26, 1996
(the Company's "June 1996 Form S-8") are incorporated herein by
reference.
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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 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
27th day of June, 1997.
ACC Corp.
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 by the following persons in the
capacities and on the dates indicated.
s/ David K. Laniak
Date: June 27, 1997 --------------------------
David K. Laniak
Chairman of the Board, Chief Executive
Officer and Director
s/ Arunas A. Chesonis
Date: June 27, 1997 --------------------------
Arunas A. Chesonis
President, Chief Operating Officer and
Director
s/ Michael R. Daley
Date: June 27, 1997 --------------------------
Michael R. Daley
Executive Vice President
and Chief Financial
Officer
(Principal Financial and
Accounting Officer)
s/ Hugh F. Bennett
Date: June 27, 1997 ---------------------------
Hugh F. Bennett, Director
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-4-
s/ Willard Z. Estey
Date: June 27, 1997 ---------------------------
Hon. Willard Z. Estey, Director
s/ Leslie D. Shroyer
Date: June 27, 1997 ---------------------------
Leslie D. Shroyer, Director
s/ Daniel D. Tessoni
Date: June 27, 1997 ---------------------------
Daniel D. Tessoni, Director
s/ Robert M. Van Degna
Date: June 27, 1997 ---------------------------
Robert M. Van Degna, Director
<PAGE>
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EXHIBIT INDEX
Exhibit
No. Exhibit Location
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4.1 ACC Corp. Employee Long Term
Incentive Plan, as amended Filed herewith
5.1 Opinion of Sarah M. Ayer-, Filed herewith
Gudell, as to legality of the
Plan and the Class A Common Stock.
23.1 Consent of Sarah M. Ayer-, Included in its
Gudell Opinion filed as
Exhibit 5.1
23.2 Consent of Arthur Andersen Filed herewith
LLP, Independent Public
Accountants
<PAGE>
Exhibit 4.1
ACC CORP.
EMPLOYEE LONG TERM INCENTIVE PLAN
As Amended through June 27, 1997
1. PURPOSE. The ACC CORP. EMPLOYEE LONG TERM INCENTIVE PLAN
(hereinafter referred to as the "Plan") is designed to furnish additional
incentive to key employees of ACC Corp., a Delaware corporation
(hereinafter referred to as the "Company"), and its parents or
subsidiaries, upon whose judgment, initiative and efforts the successful
conduct of the business of the Company largely depends, by encouraging
such key employees to acquire a proprietary interest in the Company or to
increase the same, and to strengthen the ability of the Company to
attract and retain in its employ persons of training, experience and
ability. Such purposes will be effected through the ability to grant two
types of awards hereunder: (a) stock options, as herein provided, which
may be of two types: (i) "incentive stock options" ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as the same
has been and shall be amended (hereinafter referred to as the "Code"); or
(ii) non-qualified stock options ("NQSOs"); and (b) stock incentive
rights ("SIRs"). Collectively, options and SIRs may sometimes be
referred to as "awards," and if not otherwise specified hereinafter, any
reference to "options" shall be deemed to refer to both ISOs and NQSOs.
2. ELIGIBILITY.
(a) GENERAL. The persons who shall be eligible to receive awards
under the Plan shall be those employees of the Company, or of any of its
parents or subsidiaries within the meaning of Section 424(e) and (f) of
the Code, who are exempt from the overtime provisions of the Fair Labor
Standards Act of 1938, as amended, by reason of employment in an
executive, administrative or professional capacity under 29 U.S.C.
Section 213(a)(1).
(b) SPECIAL PROVISIONS REGARDING ISOS. With respect to the
granting of ISOs, no ISOs shall be granted to a person who would, at the
time of the grant of such option, own, or be deemed to own for purposes
of Section 422(b)(6) of the Code, more than 10% of the total combined
voting power of all classes of shares of stock of the Company or
<PAGE>
its parents or subsidiaries unless at the time of the grant of the ISO
both of the following conditions are met:
(i) the ISO option price is at least 110% of the fair market
value of the shares of stock subject to the ISO, as defined in
paragraph 4(a) hereof, and
(ii) the ISO is, by its terms, not exercisable after the
expiration of five years from the date it is granted.
3. SHARES AUTHORIZED FOR AWARDS.
(a) SHARES AUTHORIZED FOR ISSUANCE. Subject to the provisions of
paragraph 3(b) hereof, the maximum number of shares of the Company's
Class A Common Stock, par value $.015 per share, ("Common Stock"), that
may be issued under the Plan is 5,300,000 shares of the Company or of its
parent or subsidiaries (hereinafter referred to as the "Shares"), which
Shares may, in the discretion of the Executive Compensation Committee of
the Board of Directors of the Company (the "Committee") consist either in
whole or in part of authorized but unissued Shares or Shares held in the
treasury of the Company. Any Shares subject to an award which for any
reason expires, is terminated unexercised or is forfeited for any reason
shall continue to be available for awards under the Plan. For purposes
of complying with Code Section 162(m), for each fiscal year of the
Company during which this Plan is in effect, no person who is for that
year determined to be a "covered employee" for purposes of Code
Section 162(m)(3) shall be eligible to be granted options to purchase
more than the number of shares authorized for issuance under the Plan.
(b) ANTI-DILUTION PROVISIONS. The aggregate number and kind of
Shares available for awards under the Plan, and the number and kind of
Shares subject to outstanding awards, and the option price of each
outstanding option, shall be proportionately adjusted by the Committee
for any increase, decrease or change in the total outstanding shares of
the Company resulting from a stock dividend, recapitalization, merger,
consolidation, split-up, combination, exchange of shares or similar
transaction (but not by reason of the issuance or purchase of shares by
the Company in consideration for money, services or property).
(c) GENERAL. The Committee may, prospectively or retroactively,
amend the terms of any option granted hereunder, except that anything in
this Plan to the contrary
<PAGE>
notwithstanding: (i) no such amendment or other action by the Committee
shall impair the rights of any person holding any award under this Plan
without his or her consent; and (ii) no term of this Plan relating to
ISOs shall be interpreted, amended or altered, nor shall any discretion
or authority granted hereunder be so exercised, so as to disqualify this
Plan under Section 422 of the Code, or, without the consent of the
optionee(s) affected, to disqualify under said Section 422 any option
granted as an ISO. However, for all purposes hereunder, should any
option granted as an ISO fail to qualify as an ISO, it shall be treated
as an NQSO hereunder.
4. TERMS AND CONDITIONS OF OPTIONS. Options shall be granted by
the Committee pursuant to the Plan and shall be subject to the following
terms and conditions:
(a) PRICE. Each option grant shall state the number of Shares
subject to the option and the option exercise price, which shall be not
less than the fair market value of the Shares with respect to which the
option is granted at the time of the granting of the option; provided,
however, that the option exercise price with respect to ISOs shall be at
least 110% of fair market value in the case of a grant of an ISO to a
person who would at the time of the grant own, or be deemed to own for
purposes of Section 422(b)(6) of the Code, more than 10% of the total
combined voting power of all classes of shares of the Company, its
parents or subsidiaries. For purposes of this paragraph, "fair market
value" shall mean:
(i) the Closing Price quoted for the Company's Common Stock in
the National Association of Securities Dealers Automated Quotation
System on the last business day immediately preceding the date of
the grant of the option, or
(ii) the most recent sale price for the Company's Common Stock
as of the date of the grant of the option, or
(iii) such price as shall be determined by the Committee in an
attempt made in good faith to meet the requirements of
Section 422(b)(4) of the Code.
(b) TERM. The term of each option grant shall be determined by the
Committee subject to the following:
<PAGE>
(i) With respect to ISOs, in no event shall an ISO be
exercisable either in whole or in part after the expiration of ten
years from the date on which it is granted; except that such term
shall not exceed five years with respect to any ISO grant made to a
person who would own, or be deemed to own for purposes of
Section 422(b)(6) of the Code, more than 10% of the total combined
voting power of all classes of shares of the Company's stock, or
that of its parents or subsidiaries, at the time of such grant.
(ii) With respect to NQSOs, in no event shall an NQSO be
exercisable either in whole or in part after the expiration of ten
years and one day from the date on which it is granted.
Notwithstanding the foregoing, the Committee and an optionee may, by
mutual agreement, terminate any option granted to such optionee under the
Plan.
(c) EXERCISABILITY.
(i) GENERAL. Any options granted hereunder in excess of 2,250
Shares shall only be exercisable with respect to 25% of the number
of such optioned Shares on the first anniversary of the date of
grant, and with respect to an additional 25% of such Shares on each
of the second, third and fourth anniversaries of the date of grant.
Any options granted hereunder for 2,250 Shares or less shall only be
exercisable with respect to 50% of the number of such optioned
Shares on the first anniversary of the date of grant, and with
respect to an additional 50% of such Shares on the second
anniversary of the date of grant. The Committee shall have the
right, however, at any time to waive or modify these exercisability
requirements in its sole discretion, subject to the provisions of
Section 422 of the Code with respect to ISOs.
(ii) ACCELERATION OF EXERCISABILITY IN THE EVENT OF A CHANGE IN
CONTROL. Notwithstanding subparagraph 4(c)(i) above, all 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
<PAGE>
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.
(d) NON-ASSIGNMENT DURING LIFE. During the lifetime of the
optionee, options granted hereunder shall be exercisable only by him/her
and shall not be assignable or transferable by him/her, whether
voluntarily or by operation of law or otherwise, and no other person
shall acquire any rights therein.
(e) DEATH OF OPTIONEE. In the event that an optionee shall die
prior to the complete exercise of options granted to him/her under the
Plan, such remaining options may be exercised in whole or in part after
the date of the optionee's death only: (i) by the optionee's estate or
by or on behalf of such person or persons to whom the optionee's rights
under the option pass under the optionee's Will or the laws of descent
and distribution, (ii) to the extent that the optionee was entitled to
exercise the option at the date of his/her death, and (iii) prior to the
expiration of the term of the option.
(f) PRIOR OUTSTANDING ISOS.
(i) ISOS GRANTED PRIOR TO JANUARY 1, 1987. With respect to
ISOs granted prior to January 1, 1987, no ISO shall be exercisable
in whole or in part while there is outstanding any ISO to purchase
Shares in the Company or any of its parents or subsidiaries, or in
any predecessor corporation of the Company or parent or subsidiary
of such predecessor. For purposes of this subparagraph (i), an ISO
shall be deemed to be outstanding until it is exercised in full or
expires by reason of the lapse of time.
(ii) ISOS GRANTED AFTER DECEMBER 31, 1986. With respect to
ISOs granted after December 31, 1986, the sequential exercise rule
stated in subparagraph (i) above is eliminated in all respects.
ISOs thus granted need not be exercised in the order granted, and
any ISOs granted prior to January 1, 1987
<PAGE>
shall not prevent the exercise, in any order, of any ISOs granted
after December 31, 1986.
(g) GRANT LIMITATION. With respect to ISOs granted under this
Plan, the Company may grant any eligible employee ISOs under all
incentive stock option plans of the Company or in any corporation which
is a parent or subsidiary of the Company, in any amount; PROVIDED,
however, that the value of such options, as determined on their date of
grant, that shall first become exercisable by an optionee in any calendar
year cannot exceed $100,000.
(h) TERMINATION OF EMPLOYMENT. An option shall be exercisable
during the lifetime of the optionee to whom it is granted only if, at all
times during the period beginning on the grant date of the option and
ending on the day 30 days before the date of such exercise, he or she is
an employee of the Company or its parent or any of its subsidiaries, or
an employee of a corporation or a parent or subsidiary of such
corporation issuing or assuming an option granted hereunder in a
transaction to which Section 424(a) of the Code applies, subject to the
following exceptions: (i) in the case of an optionee who is disabled
within the meaning of Section 22(e)(3) of the Code, the 30-day period
after cessation of employment during which an option shall be exercisable
shall be one year; and (ii) with respect to NQSOs, the Committee shall
have the discretion to extend from 30 days to one year the period
following an optionee's termination of employment during which time the
optionee may exercise his or her NQSOs that are otherwise exercisable as
of the date of such termination. However, notwithstanding the foregoing,
no option shall be exercisable after the expiration of its term. For
purposes of this subsection, an employment relationship will be treated
as continuing intact while the optionee is on military duty, sick leave
or other BONA FIDE leave of absence, such as temporary employment by the
government, if the period of such leave does not exceed 30 days, or, if
longer, so long as a statute or contract guarantees the optionee's right
to re-employment with the Company, its parent or any of its subsidiaries,
or another corporation issuing or assuming an option granted hereunder in
a transaction to which Section 424(a) of the Code applies. When the
period of leave exceeds 30 days and the individual's right to re-
employment is not guaranteed either by statute or by contract, the
employment relationship will be deemed to have terminated on the 31st day
of such leave.
(i) POWER TO ESTABLISH OTHER PROVISIONS. Options granted under the
Plan shall contain such other terms and
<PAGE>
conditions as the Committee shall deem advisable, subject, in the case of
ISOs, to the provisions of Section 422 of the Code and the regulations
promulgated thereunder.
5. EXERCISE OF OPTION. Options shall be exercised as follows:
(a) NOTICE AND PAYMENT. Each option, or any installment thereof,
shall be exercised, whether in whole or in part, by giving written notice
to the Company at its principal office, specifying the number of Shares
purchased and the option price being paid, and accompanied by the payment
of the applicable option price in cash, by certified or bank check
payable to the order of the Company, or, at the discretion of the
Committee, by tendering shares of the Company's Common Stock already
owned by the optionee (provided, however, that the optionee shall have
owned such shares for at least six months). To the extent that the
Committee permits payment of the option price through the tender of
Common Stock already owned by the optionee, the fair market value of the
shares of Common Stock tendered shall be determined by reference to the
Closing Price quoted for the Company's Common Stock as of the close of
business on the date on which the Company receives notice of the
optionee's exercise of an option. Each such notice shall also contain
representations on behalf of the optionee that he or she acknowledges
that the Company is selling the Shares to him or her under a claim of
exemption from registration under the Securities Act of 1933, as amended
(hereinafter referred to as the "Act"), as a transaction not involving
any public offering; that he or she represents and warrants that he or
she is acquiring such Shares with a view to "investment" and not with a
view to distribution or resale; and that he or she agrees not to
transfer, encumber or dispose of the Shares unless: (i) a registration
statement with respect to the Shares shall be effective under the Act,
together with proof satisfactory to the Company that there has been
compliance with applicable state law; or (ii) the Company shall have
received an opinion of counsel in form and content satisfactory to the
Company to the effect that the transfer qualifies under Rule 144 or some
other disclosure exemption from registration and that no violation of the
Act or applicable state laws will be involved in such transfer, and/or
such other documentation in connection therewith as the Company's counsel
may in its sole discretion require.
(b) ISSUANCE OF CERTIFICATES. Certificates representing the Shares
purchased by an optionee shall be
<PAGE>
issued as soon as practicable after the optionee has complied with the
provisions of paragraph 5(a) hereof.
(c) RIGHTS AS A SHAREHOLDER. The optionee shall have no rights as
a shareholder with respect to the Shares purchased until the date of the
issuance to him or her of a certificate(s) representing such Shares.
(d) DISPOSITION OF SHARES RECEIVED PURSUANT TO EXERCISE OF AN ISO.
Subject to the provisions of paragraph 5(a) hereof, to obtain ISO tax
treatment under the Code, an optionee can make no disposition, within the
meaning of Section 424(c) of the Code, of Shares acquired by the exercise
of an ISO within two years from the date of the grant of the ISO or
within one year following the optionee's exercise of the ISO; PROVIDED,
however, that the foregoing holding periods shall not apply to the
disposition of Shares after the death of the optionee by the estate of
the optionee, or by a person who acquired the Shares by bequest or
inheritance or otherwise by reason of the death of the optionee. For
purposes of the preceding sentence, in the case of a transfer of Shares
by an insolvent optionee to a trustee, receiver or similar fiduciary in
any proceeding under Title 11 of the United States Code or any similar
insolvency proceeding, neither the transfer, nor any other transfer of
such Shares for the benefit of his or her creditors in such proceeding,
shall constitute a disposition.
(e) TAX WITHHOLDING MATTERS. With respect to the exercise of an
NQSO hereunder, no later than the date as of which any amount first
becomes includible in an optionee's gross income for income tax purposes,
the optionee shall pay to the Company, or make arrangements satisfactory
to the Company regarding the payment of, any federal, state or local
taxes of any kind required by law to be withheld or paid with respect to
such income. The Company's obligations under this Plan shall be
conditional on such payment or arrangements and the Company shall, to the
extent permitted by law, have the right to deduct the amount of any such
tax obligations from any payment of any kind otherwise due the optionee.
6. STOCK INCENTIVE RIGHTS.
(a) AWARD OF SIRS. The Committee may from time to time, and
subject to the provisions of the Plan and such other terms and conditions
as the Committee may prescribe, award one or more SIRs to any eligible
employee. SIR grants
<PAGE>
shall be evidenced by written Stock Incentive Agreements in such form as
the Committee may from time to time determine on the advice of counsel to
the Company. Each Stock Incentive Agreement shall set forth the number
of Shares of Common Stock issuable under the SIRs awarded. Subject to
the provisions of Sections 6(c) and 6(e) below, a recipient of an SIR
grant shall be entitled to receive that number of Shares of the Company's
Common Stock issuable thereunder, without payment, upon the expiration of
the incentive period established in the Stock Incentive Agreement with
respect to those Shares.
(b) INCENTIVE PERIOD. Each Stock Incentive Agreement shall set
forth the incentive period which shall be applicable to the Shares of
Common Stock issuable thereunder, which shall in no event be less than
three years from the date of award. Subject to the foregoing, the
Committee may, in its sole discretion, establish any vesting schedule
with respect to the grant of a SIR that it deems appropriate.
(c) TERMINATION OF EMPLOYMENT. Except as provided in Section 6(e)
below, all SIRs awarded to a grantee shall terminate upon termination of
the grantee's employment with the Company prior to the end of the
incentive period applicable to his/her SIRs, and in such event, the
grantee shall not be entitled to receive any Shares in respect of such
award.
(d) NON-ASSIGNMENT DURING LIFE. During the lifetime of the
grantee, SIRs shall not be assignable or transferable by him/her, whether
voluntarily or by operation of law or otherwise, and no other person
shall acquire any rights therein.
(e) DEATH, DISABILITY OR RETIREMENT. In the event that the
employment of a grantee holding SIRs is terminated during an incentive
period by reason of death, permanent disability (as determined by the
Committee), or normal retirement, such grantee shall be entitled to
receive, as of the date of any such event, that number of Shares equal
to: (1) the product of (i) the total number of Shares that the grantee
would have been entitled to receive pursuant to the SIR award upon the
expiration of the incentive period had his/her employment not terminated
as a result of death, disability or retirement, and (ii) a fraction, the
numerator of which shall be the number of full calendar months between
the date of award of the SIRs and the date that his/her employment
terminated, and the denominator of which shall be
<PAGE>
the number of full calendar months in the incentive period, less (2) the
number of Shares already issued, if any, to the grantee under that SIR
award.
(f) ACCELERATION OF VESTING IN THE EVENT OF A CHANGE IN CONTROL.
Notwithstanding the foregoing, all SIRs shall automatically become fully
vested and issuable upon the occurrence of a "change in control" of the
Company as defined in Paragraph 4(c)(ii) above; 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 and FURTHER PROVIDED that the grantee is an
employee of the Company on the date that such a "change in control"
occurs.
(g) DIVIDEND EQUIVALENT PAYMENTS. During an incentive period,
should the Company declare and pay any cash dividends on its Common
Stock, each grantee of an SIR shall be entitled to receive from the
Company an amount equal to such cash dividend that the Company would have
paid to such grantee had he/she, on the record date for the payment of
such dividend, owned of record the shares of Common Stock that are
covered by the SIR as of the close of business on such record date. Each
such dividend equivalent payment shall be made by the Company on the
payment date of the cash dividend in respect of which it is to be made.
(h) ISSUANCE OF CERTIFICATES. Certificates representing the Shares
issued to a grantee at the end of an incentive period shall be issued as
soon as practicable after the end of the relevant incentive period,
subject to the grantee's complying with any conditions to the issuance of
such Shares as the Company's counsel shall require in order that the
issuance of such Shares will be in compliance with the Act 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 certificates for
Shares issued to a grantee and the Company may cause stop transfer orders
to be placed against such certificate(s).
(i) RIGHTS AS A SHAREHOLDER. A grantee shall have no rights as a
shareholder with respect to the Shares subject to outstanding SIRs until
the date of the issuance to him/her of a certificate(s) representing such
Shares.
<PAGE>
7. TERM OF PLAN. Awards may be granted pursuant to this Plan from
time to time within a period of ten years after the date it is adopted by
the Board of Directors of the Company or the date it is approved by the
holders of a majority of the outstanding shares of the Company, whichever
date is earlier. However, the Plan shall not take effect until approved
by the holders of a majority of the outstanding shares of the Company, at
a duly constituted meeting thereof, held within 12 months before or after
the date the Plan is adopted by the Board of Directors.
8. AMENDMENT AND TERMINATION OF PLAN. Without further approval of
the shareholders of the Company, the Board of Directors or the Committee
may at any time suspend or terminate the Plan, or, subject to the terms
hereof, may amend it from time to time in any manner; provided, however,
that no amendment shall be effective without the prior approval of the
shareholders of the Company that would: (i) except as provided in
paragraph 3(b) hereof, increase the maximum number of Shares for which
awards may be granted under the Plan; (ii) change the eligibility
requirements for individuals entitled to receive awards under the Plan;
(iii) cause options granted or to be granted under the Plan as ISOs to
fail to qualify as ISOs under Section 422 of the Code and the regulations
promulgated thereunder; or (iv) materially increase the benefits accruing
to participants under the Plan.
9. ADMINISTRATION. The Plan shall be administered by the
Committee, and decisions of the Committee concerning the interpretation
and construction of any provisions of the Plan or of any award granted
pursuant to the Plan shall be final. The Company shall effect the grant
of awards under the Plan in accordance with the decisions of the
Committee, which may, from time to time, adopt rules and regulations for
the carrying out of the Plan. For purposes of the Plan, an option shall
be deemed to be granted when a written Stock Option Contract is signed on
behalf of the Company by its duly authorized officer or representative,
and a grant of SIRs shall be deemed to be made as of the date a written
Stock Incentive Agreement is signed on behalf of the Company by its duly
authorized officer or representative. Subject to the express provisions
of the Plan, the Committee shall have the authority, in its discretion
and without limitation: to determine the individuals to receive awards;
the timing and amount of such awards; the incentive period applicable to
each SIR award; the term of each option; the date(s) on which each option
shall become exercisable; whether an option shall be exercisable in
whole, in part, or
<PAGE>
in installments; the option exercise price of each option; the terms of
payment for Shares purchased by the exercise of each option; to
accelerate the date of exercise of any installment; and to make all other
determinations necessary or advisable for administering the Plan.
Whenever the Company issues Shares with respect to SIRs awarded under
this Plan, it shall withhold an amount sufficient to satisfy any Federal,
state and/or local income tax withholding requirements prior to the
delivery of any certificate(s) representing such Shares. Such
withholding shall be accomplished by withholding that number of Shares
from the total to be so issued as equals the amount of such withholding
requirements to be satisfied, such Shares to be valued at their then-
current fair market value (as determined by the closing price quoted for
the Company's Common Stock on the last business day on which it traded
immediately preceding the end of the relevant incentive period). Any
fractional Shares resulting from such tax withholding shall be paid to
the participant in cash. The Plan, all awards granted and all actions
taken hereunder shall be governed by and construed in accordance with the
laws of the State of Delaware.
10. RESERVATION OF SHARES. The Company shall be under no
obligation to reserve Shares to fill awards. Likewise, because of the
substantial nature of the conditions which must be met to entitle
eligible employees to deliveries of reserved Shares, the Company shall be
under no obligation to reserve Shares against such deliveries. The
optioning or awarding and reservation of Shares for employees hereunder
shall not be construed to constitute the establishment of a trust of the
Shares so optioned or awarded and reserved, and no particular Shares
shall be identified as optioned or awarded and reserved for employees
hereunder. The Company shall be deemed to have complied with the terms
of the Plan if, at the time of the issuance and delivery pursuant to the
exercise of an option, or expiration of an incentive period with respect
to an SIR, or reservation, as the case may be, it has a sufficient number
of Shares authorized and unissued or held in its treasury for the
purposes of the Plan, irrespective of the date when such Shares were
authorized.
11. APPLICATION OF PROCEEDS. The proceeds of the sale of Shares by
the Company under the Plan will constitute general funds of the Company
and may be used by the Company for any purpose.
<PAGE>
Exhibit 5.1
June 27, 1997
ACC Corp.
400 West Avenue
Rochester, New York 14611
Ladies and Gentlemen:
I am Corporate Counsel of ACC Corp., a Delaware corporation ("ACC").
With respect to the Registration Statement on Form S-8 (the
"Registration Statement") filed today by ACC with the Securities and
Exchange Commission for the purpose of registering under the Securities
Act of 1933, as amended, 800,000 shares of the Class A Common Stock,
$.015 par value, of ACC (the "Shares") to be purchased by participants
under the ACC Corp. Employee Long Term Incentive Plan (the "Plan"), I
have examined originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, certificates, and other
documents and instruments, and such questions of law, as I have
considered necessary or desirable for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the Shares will,
when the Registration Statement becomes effective and the Shares have
been issued and delivered as contemplanted in the Plan, be legally
issued, fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Sarah M. Ayer-Gudell
Corporate Counsel
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated January
24, 1997, included in ACC Corp.'s Form 10-K for the year ended December
31, 1996 and all references to our Firm included in this registration
statement.
s/ Arthur Andersen LLP
Rochester, New York
June 13, 1997
