<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1994
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------------
ALC COMMUNICATIONS
CORPORATION
(Exact name of registrant as specified in its charter)
------------------------
<TABLE>
<S> <C> <C>
DELAWARE 38-2643582 4811
(State or other jurisdiction (I.R.S. Employer Identification (Primary Standard Industrial
of incorporation or organization) No.) Classification Code Number)
</TABLE>
30300 TELEGRAPH ROAD, SUITE 350
BINGHAM FARMS, MICHIGAN 48025
(810) 647-4060
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
CONNIE R. GALE, GENERAL COUNSEL
ALC COMMUNICATIONS CORPORATION
30300 TELEGRAPH ROAD
SUITE 350
BINGHAM FARMS, MICHIGAN 48025
(810) 647-4060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
<TABLE>
<S> <C>
ELLIOT A. SPOON, ESQ. CARL W. MCKINZIE, ESQ.
Jaffe, Raitt, Heuer & Weiss LAWRENCE C. WEEKS, ESQ.
Professional Corporation Riordan & McKinzie
One Woodward Ave., Suite 2400 300 South Grand Avenue, 29th Floor
Detroit, MI 48226 Los Angeles, CA 90071
(313) 961-8380 (213)629-4824
</TABLE>
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
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/
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- -----------------------------------------
- -----------------------------------------
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
Common Stock $0.01 par value............. 661,253 $36.50(1) $24,135,735(1) $8,322.67
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</TABLE>
(1) Estimated pursuant to Rule 457 under the Securities Act of 1933 solely for
the purpose of calculating the registration fee based on the average of the
high and low sales prices of the Common Stock as reported on the American
Stock Exchange composite tape on March 24, 1994.
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 AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS 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.
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<PAGE> 2
661,253 SHARES
[LOGO] COMMUNICATIONS CORPORATION
COMMON STOCK
------------------------
This Prospectus covers the sale by the Selling Stockholders of up to
661,253 shares of Common Stock of ALC Communications Corporation ("ALC") ,
subject to adjustment, issuable upon the exercise of certain warrants and
options (the "Participating Warrants and Options"). ALC will not receive any of
the proceeds from the sale of the shares of Common Stock other than the proceeds
upon the exercise of the Participating Warrants and Options. See "Use of
Proceeds" and "Selling Stockholders."
The Selling Stockholders may sell these shares from time to time in one or
more transactions by means of (i) ordinary brokers' transactions, (ii) block
transactions (which may involve crosses) to one or more dealers or (iii) a
combination of any such methods of sale, such sales to be, in the case of
transactions on the AMEX, at market prices prevailing at the time of sale and,
in the case of transactions off the floor of the AMEX, at negotiated prices
related to prevailing market prices. In connection therewith, distributors' or
sellers' commissions may be paid or allowed, which will not exceed those
customary in the types of transactions involved. Also, the Selling Stockholders
may sell the shares of Common Stock to or through underwriters or dealers, and
also may sell the shares of Common Stock directly to other purchasers or through
agents. The distribution of the shares of Common Stock may be effected from time
to time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices. If underwriters,
dealers or agents are used, a prospectus or prospectus supplement describing
that particular sale ("Prospectus Supplement") will be delivered which sets
forth the names of the underwriters, dealers and agents involved in the sale of
the shares of Common Stock, the amount, if any, to be purchased by the
underwriters or agents and the compensation, if any, of such underwriters or
agents and any applicable commissions or discounts and the net proceeds to the
Selling Stockholders from the sale of the shares of Common Stock.
The Common Stock is traded on the American Stock Exchange under the symbol
"ALC." The last reported sale price of the Common Stock on March 30, 1994 was
$32.63 per share. See "Price Range of Common Stock."
SEE "RISK FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE
INVESTORS.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 1994.
<PAGE> 3
AVAILABLE INFORMATION
ALC Communications Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended, and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These materials can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois, 60661-2511; and 7 World Trade Center, 13th Floor, New York, New York,
10008. Copies of such materials can also be obtained from the Commission's
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C., 20549, at
prescribed rates. The Common Stock is listed on the American Stock Exchange and
reports and other materials also may be inspected at the offices of the American
Stock Exchange.
-------------------------
INCORPORATION BY REFERENCE
The following documents are incorporated by reference into this Prospectus:
a. The ALC Annual Report on Form 10-K for the year ended December 31,
1993; and
b. The information concerning ALC Common Stock set forth under the
caption "Description of Capital Stock" in Registration Statement No.
33-57146 filed by ALC with the Commission.
In addition, all documents filed by ALC with the Commission after the date
of this Prospectus pursuant to sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the date of termination of
this offering, shall be deemed to be incorporated by reference into this
Prospectus. ALC will provide without charge to each person, including a
beneficial owner, to whom a copy of this Prospectus is delivered, upon written
or oral request of such person, a copy of any of the information incorporated by
reference herein (not including exhibits to such information). Requests for such
copies should be directed to ALC at 30300 Telegraph Road, Suite 350, Bingham
Farms, Michigan 48025, Attn: David J. Thomas, telephone number (810) 647-4060.
2
<PAGE> 4
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information appearing elsewhere in this Prospectus. All information set forth
herein has been adjusted to reflect a one-for-five reverse stock split of the
Common Stock effected in September 1991. Investors should carefully consider the
information set forth under the caption "Risk Factors."
THE COMPANY
ALC Communications Corporation ("ALC") is the holding company for Allnet
Communication Services, Inc., and conducts no other business. ALC and Allnet
Communication Services, Inc. are collectively referred to herein as "Allnet" or
the "Company."
Allnet provides long distance telecommunications services primarily to
commercial and, to a lesser extent, residential subscribers in a majority of the
United States and completes subscriber calls to all directly dialable locations
worldwide. Allnet is one of a few nationwide carriers of long distance services
and in 1993 carried in excess of 800 million calls over its network. The Company
transmits long distance telephone calls through its network facilities over
transmission lines which are primarily leased from other long haul transmission
providers. All of the transmission facilities utilized by the Company are
digital, allowing it to offer the highest quality transmission currently
available. Each call is routed through at least one of the Company's 16 digital
switching centers, which select the most efficient and highest quality
transmission alternative among those available to the Company to complete the
call.
The Company views the long distance industry as a three tiered industry
which is dominated on a volume basis by the nation's three largest long distance
providers: American Telephone and Telegraph Company ("AT&T"), MCI
Telecommunications Corporation ("MCI") and Sprint Communications, Inc.
("Sprint"). AT&T, MCI and Sprint, which generate an aggregate of approximately
88% of the nation's long distance revenue of approximately $65 billion, comprise
the first tier. Allnet is positioned in the second tier with four other
companies with annual revenues of $250 million to $1.5 billion each. The third
tier consists of more than 300 companies with annual revenues of less than $250
million each, the majority being below $50 million each. Allnet targets small-
and medium-sized commercial customers ($100 to $50,000 in monthly long distance
volume) with the same focus and attention to customer service that AT&T, MCI and
Sprint offer to large commercial customers. Allnet operates its own switches,
develops and implements its own products, monitors and deploys its transmission
facilities and prepares and designs its own billing and reporting systems.
Allnet is one of the few long distance companies with the ability to offer high
quality value-added services to small-and medium-sized commercial customers on a
nationwide basis. Several of the Company's second tier competitors and all of
the third tier competitors are primarily regional in nature, limited by the size
of their transmission systems or dependent on third parties for their billing
services and product offerings.
The Company currently serves approximately 137,000 commercial customers
which account for approximately 89% of the Company's revenue. In order to take
advantage of its non-peak hour capacity, the Company also provides long distance
services to approximately 158,000 residential customers and is working with a
variety of companies, trade associations and special interest groups to increase
the size of its residential customer base while minimizing the cost of such
residential customer acquisition.
Competition in the industry is based on pricing, customer service, network
quality and value-added services. The prices and promotions offered for the
Company's services are designed to be competitive with other long distance
telephone carriers. The Company markets its products and services through field
sales representatives who provide face-to-face contact with current and
potential customers.
Allnet has made steady improvements in its financial performance since the
beginning of 1990. After five years of losses, Allnet has generated three
consecutive years of profit commencing with fiscal year ended December 31, 1991.
This performance is a result of increases in traffic volume ("billable minutes")
and an improvement in controlling network costs and sales, general and
administrative expense. The increase in billable minutes is a result of several
factors, including an increase in both the size and productivity of the field
sales organization, expanded product offerings, and a reduction in customer
attrition.
3
<PAGE> 5
The Company's principal executive offices are located at 30300 Telegraph
Road, Suite 350, Bingham Farms, Michigan 48025. The Company has sales offices
and operations facilities throughout the United States. The Company's telephone
number is (810) 647-4060.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Selling Stockholders... 661,253 shares
Common Stock to be outstanding after the
Offering......................................... 33,762,854 shares(1)
Use of Proceeds.................................... ALC will not receive any of the proceeds
from the sale of the shares of Common
Stock. The proceeds it receives upon
exercise of Participating Warrants and
Options by the Selling Stockholders will
be used for general corporate purposes.
American Stock Exchange Symbol..................... ALC
</TABLE>
- -------------------------
(1) Does not include 7,946,029 shares of Common Stock which may be acquired
pursuant to the exercise of other outstanding warrants and options. See
"Principal Stockholders."
4
<PAGE> 6
RISK FACTORS
Investors should carefully consider the following risk factors, in addition
to the other information contained in this Prospectus, before purchasing the
Common Stock offered hereby.
COMPETITION AND GOVERNMENT REGULATION
The long distance telecommunications industry is highly competitive.
Competition is based upon pricing, customer service, network quality and
value-added services. AT&T is a dominant competitor in the long distance segment
of the telecommunications services market. In addition to AT&T, Allnet competes
with other national and regional long distance carriers. The Company believes
that there are more than 300 companies in the long distance telecommunications
market. The first tier companies and some of the second tier companies have
substantially greater market share and financial resources than the Company. The
ability of Allnet to compete effectively with other carriers depends upon its
continued ability to maintain high quality services at prices that generally are
comparable to those charged by its competitors. Various regulatory factors can
also have an impact on the Company's ability to compete.
Allnet is regulated at the federal level by the Federal Communications
Commission ("FCC") and at the state level by various state public utility
commissions. Allnet is required to file tariffs for its services. The current
trend at both the federal and state level is toward less regulation for Allnet
and its competitors. Regulatory trends have had, and may have in the future,
both positive and negative effects upon Allnet. For example, more markets are
opening up to Allnet, as state regulators allow Allnet to compete in markets
from which it was previously barred. On the other hand, the largest competitor,
AT&T, has gained increased pricing flexibility over the years, allowing it to
price its services more aggressively.
Regulation can also affect the costs of business for Allnet and its long
distance competitors. In order to provide their services, long distance carriers
such as Allnet must purchase "access services" from local exchange carriers to
originate and terminate calls. On January 1, 1994, new local exchange carrier
rates under the FCC's interim access rate structure took effect that tend to
favor long distance carriers with highly concentrated originating and
terminating patterns for its traffic. The FCC currently has pending a long term
inquiry regarding the proper long term rate structure for access charges after
the fourth fiscal quarter of 1995.
Currently pending before Congress is legislation that would allow the
largest monopoly local exchange carriers (the Bell Operating Companies ("BOCS"))
into the long distance business in competition with long distance carriers, such
as Allnet. The recently introduced "Brooks-Dingell Bill" (in the House of
Representatives) and the "Hollings Bill" (in the Senate) set forth time lines
and certain entry requirements for the BOCs to enter certain markets, including
the long distance market, which are currently barred to them under the 1982 AT&T
Divestiture Decree. It cannot be determined at this time whether these or other
bills will be adopted or the timing of such adoption or, if adopted, whether the
final legislation will be similar to either of these proposed bills. To the
extent final legislation, if any, results in the BOCs competing in the long
distance market, it will result in substantial additional competition from local
BOC monopolies.
AVAILABILITY OF TRANSMISSION CIRCUITS
The future profitability of the Company is based upon its ability to
transmit long distance telephone calls over transmission facilities leased from
others on a cost-effective basis. The Company owns only a minor portion of its
transmission facilities, and its long distance telephone business historically
has been dependent upon lease arrangements with facilities-based carriers for
the transmission of calls. While the Company believes that it now has ample
access to transmission facilities at attractive rates and expects to continue to
have such access in the foreseeable future, this ongoing availability cannot be
assured.
USE OF PROCEEDS
ALC will not receive any of the proceeds from the sale of the Common Stock.
Proceeds to ALC from exercise of Participating Warrants and Options by the
Selling Stockholders of $1.7 million will be added to working capital and used
for general corporate purposes.
5
<PAGE> 7
SELLING STOCKHOLDERS
The following chart sets forth the number of shares of Common Stock held by
each of the Selling Stockholders indicated below as of the date of this
Prospectus and the number of shares of Common Stock to be offered in the
Offering by each of the parties indicated below.
<TABLE>
<CAPTION>
SHARES OF NUMBER OF SHARES
COMMON STOCK SHARES OF AND PERCENTAGE OF
HELD PRIOR COMMON STOCK OUTSTANDING
TO TO BE OFFERED IN COMMON STOCK
SELLING STOCKHOLDER(1) THE OFFERING THE OFFERING OWNED AFTER OFFERING*
- -------------------------------------------- ------------ ----------------- ---------------------
<S> <C> <C> <C>
Richard J. Uhl(2)........................... 40,200 40,000 200**
Michael E. Faherty(2)....................... 40,000 40,000 0
Grumman Hill Associates, Inc.(5)............
Richard D. Irwin............................ (3) (4)(5)
James T. Kelsey(4).......................... 26,918
Mark Lanier(4).............................. 6,730
Charles M. Edwards, III(4)(5)...............
Neill H. Brownstein(5)......................
California Associates for Selected
Holdings(5)...............................
Central Securities Corporation(5)...........
James Conte(5)..............................
Albert A. Eisenstat(5)......................
Donald F. Eldridge(5).......................
Henry Ford II 1990 Trust(5).................
Kathleen DuRoss Ford(5).....................
R.L. and S.W. Green, Rev. Trust(5)..........
The Andrew S. and Eva K. Grove Living
Trust(5)..................................
Frederic C. Hamilton(5).....................
Charles H. Harff(5).........................
Larry Hartzog(5)............................
Dorothy Henry(5)............................
Horsley Keogh Venture Fund I(5).............
Robert A. Howes(5)..........................
Sanford Kaplan Revocable Trust(5)...........
James C. Kellogg(5).........................
Gordon E. Moore(5)..........................
J. Michael Murray(5)........................
John P. Murray, Jr.(5)......................
John P. Murray, III(5)......................
M. Timothy Murray(5)........................
R. Scott Murray(5)..........................
Noyce Foundation(5).........................
Max Palevsky(5).............................
Arthur Rock -- S Corporation(5).............
Toni Rembe Rock Trust.......................
Fayez Sarofim(5)............................
Fayez Sarofim & Co.(5)......................
J.F. Shea, Co.(5)...........................
Martin H. Silton(5).........................
Henry E. Singleton(5).......................
Donald R. and Martha L. Stroben Community
Property Trust(5).........................
</TABLE>
6
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF NUMBER OF SHARES
COMMON STOCK SHARES OF AND PERCENTAGE OF
HELD PRIOR COMMON STOCK OUTSTANDING
TO TO BE OFFERED IN COMMON STOCK
SELLING STOCKHOLDER(1) THE OFFERING THE OFFERING OWNED AFTER OFFERING*
- -------------------------------------------- ------------ ----------------- ---------------------
<S> <C> <C> <C>
TexCom Venture Capital, Inc.(5).............
Roy Townsdin(5).............................
Joshua Weeks(5).............................
William Weeks(5)............................
</TABLE>
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* Percentage calculations based on 33,114,903 shares of Common Stock issued
and outstanding as of March 21, 1994, plus shares which may be acquired
pursuant to warrants and options exercisable within sixty days by such
individual or group listed.
** Less than one percent.
(1) Grumman Hill Investments, L.P. ("Grumman Hill L.P.") holds (i) options to
acquire 153,163 shares of Common Stock at an exercise price of $3.50 per
share, (ii) 1990 Warrants to acquire 329,300 shares of Common Stock at an
exercise price of $2.00 per share, and (iii) 1992 Warrants to acquire
156,692 shares of Common Stock at an exercise price of $5.00 per share. In
addition, Grumman Hill Associates, Inc. ("Grumman Hill"), the General
Partner of Grumman Hill L.P., holds 1990 Warrants to acquire 98,790 shares
of Common Stock at an exercise price of $2.00 per share. Grumman Hill and
Grumman Hill L.P. intend to distribute such options and warrants to various
of the Selling Stockholders, except for Messrs. Uhl and Faherty. The Common
Stock subject to the options to be distributed by Grumman Hill, L.P. and
the 1990 Warrants to be distributed by Grumman Hill and Grumman Hill L.P.
are included in the registration statement of which this prospectus is a
part.
(2) Shares acquirable upon exercise of options.
(3) Consists of shares Mr. Irwin owns, shares acquirable
upon exercise of 1992 Warrants, shares upon exercise of 1990
Warrants and shares upon exercise of an option.
(4) Consists of shares acquirable upon exercise of 1990 Warrants, which 1990
Warrants were received from Grumman Hill.
(5) Consists of shares acquirable upon exercise of 1992 Warrants, 1990 Warrants
and an option, all of which were received from Grumman Hill L.P., although
shares acquirable upon exercise of 1992 Warrants will not be offered in the
Offering covered hereby.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell shares of Common Stock to or through
underwriters or dealers, and also may sell shares of Common Stock directly to
other purchasers or through agents. Each Prospectus Supplement will describe the
method of distribution of the shares of Common Stock.
The distribution of the shares of Common Stock may be effected from time to
time in one or more transactions at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at prices related
to such prevailing market prices or at negotiated prices.
In connection with the sale of shares of Common Stock, underwriters may
receive compensation from the Selling Stockholders or from purchasers of shares
of Common Stock for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell shares of Common Stock to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and
agents that participate in the distribution of shares of Common Stock may be
deemed to be underwriters, and any discounts or commissions received by them
from the Selling Stockholders and any profit on the resale of shares of Common
Stock by them may be deemed to be underwriting discounts and commissions, under
the Securities Act. Any such underwriter or agent will be identified, and any
such compensation received from the Selling Stockholders will be described, in
the Prospectus Supplement.
7
<PAGE> 9
Underwriters and agents who participate in the distribution of shares of
Common Stock may be entitled under agreements which may be entered into by the
Company to indemnification by the Company against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
The legality of the securities offered hereby has been passed upon for ALC
by Jaffe, Raitt, Heuer & Weiss, Professional Corporation, Detroit, Michigan.
8
<PAGE> 10
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE UNDERWRITERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT
RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR
SOLICITATION IS UNLAWFUL.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Available Information.................. 2
Incorporation by Reference............. 2
Prospectus Summary..................... 3
Risk Factors........................... 5
Use of Proceeds........................ 5
Selling Stockholders................... 6
Plan of Distribution................... 7
Legal Matters.......................... 8
</TABLE>
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661,253 SHARES
[LOGO] COMMUNICATIONS
CORPORATION
COMMON STOCK
------------------------
PROSPECTUS
------------------------
------------------------
, 1994
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<PAGE> 11
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection with sale
and distribution of the securities being registered hereby, other than
underwriting discounts.
<TABLE>
<S> <C>
SEC registration fee..................................... $ 8,322.67
Qualifications under state securities laws (including
legal fees)............................................ 2,500.00(1)
Printing and engraving expenses.......................... 15,000.00(1)
Legal fees and expenses.................................. 10,000.00(1)
Accounting fees and expenses............................. 5,000.00(1)
Miscellaneous............................................ 5,000.00(1)
-----------
Total............................................... $ 45,822.67(1)
-----------
-----------
</TABLE>
- -------------------------
(1) Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate and Bylaws of ALC provide for indemnification by ALC of
each of its directors and officers for liability (including liability arising
under the Securities Act) of such director or officer arising by reason of his
status as a director or officer of ALC, provided he meets the standards
established in the Bylaws, which include requirements that he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of ALC. If such director or officer is successful on the merits, ALC
will also reimburse expenses. Such indemnification will be made by ALC only upon
a determination that the director or officer has met the standards established
in the Bylaws. This determination may be made by a majority vote of a quorum of
disinterested Directors, an opinion of counsel (if no such quorum is available),
a majority vote of stockholders, or by a court (which may also overturn any of
the preceding determinations). The Bylaws also permit ALC to purchase insurance
against liabilities of directors or officers; however, ALC does not presently
maintain such coverage.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action"),
if they acted in good faith and in a manner they reasonably believed to be in or
not opposed to to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe their
conduct was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
actions, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification had been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise.
ITEM 16. EXHIBITS
For a list of the exhibits required by Item 601 of Regulation of S-K to be
filed as part of this Registration Statement, see "EXHIBIT INDEX."
II-1
<PAGE> 12
ITEM 17. 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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effect amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
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 (i) and (ii) are not applicable if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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.
II-2
<PAGE> 13
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 the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Bingham Farms, State of Michigan, on the 30th day
of March, 1994.
ALC COMMUNICATIONS CORPORATION
By: /s/ JOHN M. ZRNO
--------------------------------------
John M. Zrno,
President
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.
POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes John M. Zrno
and Marvin C. Moses or either of them, to execute in the name of each such
person and to file any amendments to the registration statement to which this
Power of Attorney is attached necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, which
amendment(s) may make such other changes in the registration statement as John
M. Zrno or Marvin C. Moses deems appropriate.
<TABLE>
<S> <C>
Dated: March 30, 1994 Dated: March 30, 1994
/s/ JOHN M. ZRNO /s/ MICHAEL E. FAHERTY
- --------------------------------------------- ---------------------------------------------
John M. Zrno, Director, President Michael E. Faherty, Director
and Chief Executive Officer
Dated: March 30, 1994 Dated: March 30, 1994
/s/ RICHARD D. IRWIN /s/ WILLIAM H. OBERLIN
- --------------------------------------------- ---------------------------------------------
Richard D. Irwin, William H. Oberlin, Chief Operating Officer,
Chairman of the Board of Directors Executive Vice President and Director
Dated: March 30, 1994 Dated: March 30, 1994
/s/ MARVIN C. MOSES /s/ MARILYN M. LESNAU
- --------------------------------------------- ---------------------------------------------
Marvin C. Moses, Executive Vice President, Marilyn M. Lesnau, Vice President, Controller
Chief Financial Officer and Director (Chief Accounting Officer)
Dated: March 30, 1994
/s/ RICHARD J.
UHL
- ---------------------------------------------
Richard J. Uhl, Director
</TABLE>
II-3
<PAGE> 14
EXHIBIT INDEX
DEFINITIONS:
<TABLE>
<S> <C>
ALLNET: Allnet Communication Services, Inc.
ALC: ALC Communications Corporation
</TABLE>
<TABLE>
<CAPTION>
EXHIBIT FILED INCORPORATED HEREIN PAGE NO.
NUMBER DESCRIPTION HEREWITH BY REFERENCE TO: HEREIN
- ------- --------------------------------- -------- -------------------------------- --------
<S> <C> <C> <C> <C>
5.1 Opinion and consent of Jaffe,
Raitt, Heuer & Weiss,
Professional Corporation,
regarding legality of the Common
Stock............................ X
23.1 Consent of Jaffe, Raitt, Heuer & Included in Exhibit 5.1
Weiss, Professional
Corporation......................
23.2 Consent of Ernst & Young......... X
24.1 Power of Attorney................ X Included on Signature Page
</TABLE>
All other schedules are not submitted because they are not applicable or
not required.
<PAGE> 1
EXHIBIT 5.1
[JAFFE, RAITT, HEUER & WEISS LETTERHEAD]
March 30, 1994
ALC Communications Corporation
30300 Telegraph Road, Suite 350
Bingham Farms, MI 48025
Dear Sir/Mesdames:
We have acted as special counsel to ALC Communications Corporation ("ALC"),
a Delaware corporation, and Allnet Communication Services, Inc., a Michigan
corporation (together, the "Company"), in connection with the registration by
the Company under the Securities Act of 1933 on the Form S-3 Registration
Statement to which this opinion is an exhibit (the "Registration Statement") of
661,253 shares of the Common Stock of ALC.
In rendering the opinion contained in this letter, we have assumed without
investigation that the information supplied to us by the Company is accurate and
complete. Based upon and subject to the foregoing, it is our opinion that, the
shares of Common Stock to be offered under the Registration Statement have been
duly authorized, and upon the sale thereof in the manner referred to in the
Registration Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JAFFE, RAITT, HEUER & WEISS
Professional Corporation
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 33-00000) and related Prospectus of ALC Communications
Corporation for the registration of 661,253 shares of common stock of our
report dated January 25, 1994, with respect to the consolidated financial
statements and schedules of ALC Communications Corporation and subsidiary
included in its Annual Report (Form 10-K) for the year ended December 31, 1993,
filed with the Securities and Exchange Commission.
ERNST & YOUNG
Detroit, Michigan
March 31, 1994
