As filed with the Securities and Exchange Commission on July 7, 1997
Registration No. 333-12195
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
ACC CORP.
(Exact name of registrant 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, NEW YORK 14611
(716) 987-3000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
MICHAEL R. DALEY
EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
ACC CORP.
400 WEST AVENUE
ROCHESTER, NEW YORK 14611
(716) 987-3000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
____________________
COPIES TO:
JOHN C. PARTIGAN JERRY V. ELLIOTT
NIXON, HARGRAVE, DEVANS & DOYLE LLP SHEARMAN & STERLING
CLINTON SQUARE 599 LEXINGTON AVENUE
POST OFFICE BOX 1051 NEW YORK, NEW YORK 10022
ROCHESTER, NEW YORK 14603-1051 (212) 848-4000
(716) 263-1000
____________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC:
From time to time after this Registration Statement becomes effective as
determined by market conditions.
____________________
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /_/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/
___________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF NUMBER OF SHARES TO BE OFFERING PRICE PER AGGREGATE OFFERING
SECURITIES TO BE REGISTERED SHARE (1) PRICE (1) AMOUNT OF REGISTRATION
REGISTERED FEE
Class A Common Stock, par
value $.015 per share 1,227,753 $ 46.63 $ 57,250,122.39 $ 19,741.56
Warrants to purchase
Class A Common Stock (2)
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933 and based upon
prices reported on the Nasdaq National Market on September 11, 1996.
(2) Warrants to purchase up to 195,000 shares of Class A Common Stock are
held by certain of the Selling Shareholders. Prior to the closing of
the offering, such warrants will be transferred to Morgan Stanley & Co.
Incorporated, Wheat, First Securities, Inc. or other broker-dealers and
exercised by the holders thereof upon payment to the Company of the
aggregate exercise price in the amount of approximately $2.1 million.
The shares issuable upon exercise of the warrants are included in the
Shares registered hereunder.
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
The sole purpose of this Post-Effective Amendment No. 1 is to remove from
registration the 33,031 shares of Class A Common Stock of the Company which
remained unsold at the termination of the offering.
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-3 and has duly caused this Post-
Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Rochester,
State of New York, on this June 30, 1997.
ACC CORP.
By: /S/ DAVID K. LANIAK
------------------------------
David K. Laniak
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby severally constitutes and appoints David K. Laniak, Michael R.
Daley and John J. Zimmer, and each of them, his true and lawful attorneys-in-
fact and agent, with full power of substitution, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed below
by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ David K. Laniak* Chief Executive Officer June 30, 1997
- --------------------------- and Director (Principal
David K. Laniak Executive Officer)
- ---------------------------- Director June 30, 1997
Leslie D. Shroyer
/s/ Arunas A. Chesonis* President and Chief Operating June 30, 1997
- ---------------------------- Offider, and Director
Arunas A. Chesonis
/s/ Michael R. Daley Executive Vice President and June 30, 1997
- ---------------------------- Chief Financial Officer
Michael R. Daley (Principal Financial and
Accounting Officer)
/s/ Hugh F. Bennett* Director June 30, 1997
- ----------------------------
- ---------------------------- Director June __, 1997
Willard Z. Estey
/s/ Daniel D. Tessoni* Director June 30, 1997
- ----------------------------
Daniel D. Tessoni
/s/ Robert M. Van Degna * Director June 30, 1997
- ----------------------------
Robert M. Van Degna
*By: /s/ Michael R. Daley
- -----------------------------
Michael R. Daley,
Attorney-in-Fact
