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As filed with the Securities and Exchange Commission on May 27, 1994
Registration Statement No. 33- ________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALC COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 38-2643582
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
30300 TELEGRAPH ROAD
SUITE 350
BINGHAM FARMS, MICHIGAN 48025-4510
(313) 647-4060
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ALC COMMUNICATIONS CORPORATION
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
CONNIE R. GALE, VICE PRESIDENT, JANET G. WITKOWSKI, ESQUIRE
GENERAL COUNSEL AND SECRETARY Jaffe, Raitt, Heuer & Weiss
ALC Communications Corporation Professional Corporation
30300 Telegraph Road, Suite 350 One Woodward Avenue, Suite 2400
Bingham Farms, Michigan 48025-4510 Detroit, Michigan 48226
(313) 647-4060 (313) 961-8380
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
- ------------------- -------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 100,000 $31.5625 (1) $3,156,250 (1) $1,088.36 (1)
</TABLE>
(1) The offering price and the registration fee have been calculated pursuant
to Rule 457(h).
Pursuant to Rule 416(a), there are also registered hereunder an additional
indeterminate number of shares as may be issued pursuant to the antidilution
provisions of the 1994 Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission are incorporated
herein by reference:
(a) The Corporation's latest annual report filed pursuant to
Section 13 or 15(d) of the Exchange Act or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act that contains audited
financial statements for the Corporation's latest fiscal year for which
such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
annual report or the prospectus referred to in (a) above.
(c) The information concerning the Company's Common Stock set
forth under the caption "Description of Capital Stock" in Registration
Statement No. 33-57146 filed by the Company with the Commission.
In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.
Any statement contained in the Prospectus or in a document incorporated,
or deemed to be incorporated, by reference herein shall be deemed to be modified
or superseded for purposes of the Prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of the Prospectus or registration statement.
ITEM 4. DESCRIPTION OF COMMON STOCK
The information concerning the Company's Common Stock set forth under
the caption "Description of Capital Stock" in Registration Statement No.
33-57146 filed by the Company with the Commission is incorporated herein by
reference.
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ITEM 5. EXPERTS
The consolidated financial statements and financial statement schedules
of ALC Communications Corporation appearing in ALC Communications Corporation's
Annual Report (Form 10-K) for the year ended December 31, 1993, have been
audited by Ernst & Young, independent auditors, as set forth in their report
thereon included and incorporated herein by reference. Such financial
statements and financial statement schedules are, and audited financial
statements and financial statement schedules to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Restated Certificate of Incorporation and Amended and Restated
Bylaws of the Company provide for indemnification by the Company of each of its
directors and officers for liability (including liability arising under the
Securities Act of 1933) of such director or officer arising by reason of his
status as a director or officer of the Company, 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
Company's best interests. If such director or officer is successful on the
merits, the Company will also reimburse expenses. Such indemnification will be
made by the Company 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 the Company to purchase insurance against liabilities of directors or
officers; however, the Company does not presently maintain such coverage.
ITEM 8. EXHIBITS
The exhibits filed herewith are set forth on the exhibit index filed as
part of this registration statement.
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ITEM 9. UNDERTAKINGS
(a) 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
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.
(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.
(b) 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(e) 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.
(c) 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 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.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bingham Farms, State of Michigan, on the 12th day of
May, 1994.
ALC COMMUNICATIONS CORPORATION,
Registrant
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 date indicated.
Dated: May 12, 1994 /s/ John M. Zrno
----------------------------------
John M. Zrno, Director, President and
Chief Executive Officer
Dated: May 12, 1994 /s/ Richard D. Irwin
----------------------------------
Richard D. Irwin, Chairman of the Board
of Directors
Dated: May 12, 1994 /s/ Marvin C. Moses
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Marvin C. Moses, Executive Vice
President, Chief Financial Officer and
Director
Dated: May 12, 1994 /s/ William H. Oberlin
----------------------------------
William H. Oberlin, Executive Vice
President, Chief Operating Officer and
Director
Dated: May 12, 1994 /s/ Richard J. Uhl
----------------------------------
Richard J. Uhl, Director
Dated: May 12, 1994 /s/ Michael E. Faherty
----------------------------------
Michael E. Faherty, Director
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SIGNATURES, CONTINUED
Dated: May 12, 1994 /s/ Marilyn M. Lesnau
----------------------------------
Marilyn M. Lesnau, Vice President and
Controller (Chief Accounting Officer)
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ALC COMMUNICATIONS CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page
Exhibit Incorporated Herein by Filed Number
No. Description Reference to: Herewith Herein
<S> <C> <C> <C> <C>
5.0 Opinion of Jaffe, Raitt, Heuer & X ___
Weiss, Professional Corporation,
regarding legality of the Common
Stock
24.1 Consent of Jaffe, Raitt, Heuer & X See Exhibit
Weiss, Professional Corporation 5.0
24.2 Consent of Ernst & Young X ___
28.1 ALC Communications Corporation Appendix A of the
1994 Non-Employee Director Stock Company's proxy statement
Option Plan for the Annual Meeting of
Stockholders held May 12,
1994
</TABLE>
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Exhibit 5.0
[Letterhead]
JANET G. WITKOWSKI
May 26, 1994
ALC Communications Corporation
30300 Telegraph Road, Suite 350
Bingham Farms, Michigan 48025-4510
Dear Sirs/Mesdames:
We have acted as special counsel to ALC Communications Corporation, a
Delaware corporation (the "Company"), in connection with the registration by
the Company under the Securities Act of 1933 on the Form S-8 Registration
Statement to which this opinion is an exhibit (the "Registration Statement") of
100,000 shares of the Company's Common Stock, par value $.01 per share, offered
pursuant to the ALC Communications Corporation 1994 Non-Employee Director Stock
Option Plan (the "Plan") and such additional number of shares as may be offered
pursuant to the antidilution provisions of the Plan (the "Common Stock").
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, when the Common Stock is sold, issued and delivered in accordance
with the terms and conditions of the Plan, it will be legally 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
/s/ JANET G. WITKOWSKI
Janet G. Witkowski
/dmb
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EXHIBIT 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8 No. 33-00000) pertaining to the 1994
Non-Employee Director Stock Option Plan of ALC Communications Corporation and
to the incorporation by reference therein of our report dated January 25, 1994,
with respect to the consolidated financial statements and schedules of ALC
Communications Corporation 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
May 27, 1994
