Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-1157778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
227 Church Street, New Haven, Connecticut 06510
(Address of Principal Executive Offices) (Zip Code)
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
Southern New England Telecommunications Corporation
227 Church Street, New Haven, Connecticut 06510
(Name and address of agent for service)
(203) 771-2110
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
+ + + +
+ + Proposed + Proposed +
+ + maximum + maximum +
+ Amount + offering + aggregate + Amount of
Title of securities + to be + price + offering +registration
to be registered + registered + per share + price + fee
+ + + +
Common Stock + + + +
($1 par value) .... + 4,600,000 shs.+ $37.5625* + $172,787,500 + $59,583
+ + + +
* Pursuant to Rule 457(c), the proposed maximum offering price per share
of $37.5625 was derived from calculating the average of the high and low
sale prices for the registrant's Common Stock as recorded on December 7,
1995 on the New York Stock Exchange Composite Transactions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and Amendment No. 1 dated June 8, 1995;
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;
(c) The registrant's Current Reports on Form 8-K dated January 24,
1995, April 20, 1995, May 18, 1995, July 1, 1995, July 24, 1995,
August 2, 1995, October 23, 1995; and
(d) The description of the registrant's Common Stock contained in
Form 8-B dated May 21, 1986 and Form 8-K dated February 11, 1987.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, 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 by reference herein
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
of the registrant provided the opinion on the validity of the Common Stock
being registered herein. As of December 8, 1995, Ms. DeMatteo owned 14,172
shares of the registrant's Common Stock and has options to acquire 69,550
additional shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The general statutes of the State of Connecticut specify when a
Connecticut corporation shall indemnify any shareholder, director, officer,
employee or agent. Generally, the Connecticut statute (Conn. Gen. Stat.
33-320a) provides that in order to be indemnified the shareholder, director,
officer, employee or agent must not have been adjudged to have breached his
duty to the corporation or must have acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation and, with
respect to any criminal action or proceeding, he must have had no reasonable
cause to believe his conduct was unlawful.
II - 2
As permitted under Section 33-290 of the Connecticut General
Statutes, the registrant's certificate of incorporation (subject to certain
specified exceptions involving violations of law, self-dealing, lack of good
faith, abdication of duty, and illegal distributions and improper loans)
limits the personal liability of its directors for monetary damages to the
registrant or its shareholders for a breach of duty as a director to the
amount of compensation received by the director for serving the registrant
during the year of violation.
The directors and officers of the registrant are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, which might be
incurred by them in such capacities and against which they cannot be
indemnified by the registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index listing the exhibits required by Item 601 of
Regulation S-K is located on page II.6.
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:
(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-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed
that which was registered) and any deviation from the
low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commmission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
II - 3
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-8,
and 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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be
governed by the final adjudication of such issue.
II - 4
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New Haven, State of
Connecticut, on the 13th day of December, 1995.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
By: /s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
#
Principal Executive Officer: #
#
D. J. Miglio* #
Chairman, President and Chief #
Executive Officer and Director #
#
Principal Financial Officer: #
#
Donald R. Shassian* #
Senior Vice President and #
Chief Financial Officer #
#
Principal Accounting Officer: #
#
Robert J. Conologue* #
Vice President and Controller #
#
#
Directors: # *By: /s/ Madelyn M. DeMatteo
# Madelyn M. DeMatteo
# as Attorney-in-Fact
William F. Andrews* #
Richard H. Ayers* #
Zoe Baird* #
R. L. Bennett* #
Barry M. Bloom* #
F. J. Connor* #
William R. Fenoglio* #
Claire L. Gaudiani* # December 13, 1995
J. R. Greenfield* #
Ira D. Hall* #
Burton G. Malkiel* #
Frank R. O'Keefe, Jr.* #
II - 5
EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the
registrant as filed June 14, 1990 (Exhibit 3-A to Form SE dated
3/15/91, File No. 1-9157).
4.2 By-Laws of the registrant as amended and restated through October
10, 1990 (Exhibit 3 to Form 8-K dated 10/10/90, File No. 1-9157).
4.3 Rights Agreement dated February 11, 1987 between Southern New
England Telecommunications Corporation and The State Street Bank
and Trust Company, as Rights Agent (Exhibit 1 to Form SE dated
2/13/87-1, File No. 1-9157). Amendment No. 1 dated December 13,
1989 (Exhibit 4 to Form SE dated 12/28/89, File No. 1-9157).
Amendment No. 2 dated October 10, 1990 (Exhibit 4 to Form SE
dated 10/12/90, File No. 1-9157).
4.4 Southern New England Telecommunications Corporation 1995 Stock
Incentive Plan.
5 Opinion of Madelyn M. DeMatteo, Vice President, General Counsel
and Secretary as to the legality of the securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of Madelyn M. DeMatteo, Vice President, General Counsel
and Secretary is contained in Exhibit 5.
24 Powers of Attorney.
II - 6
Southern New England Telecommunications Corporation
1995 Stock Incentive Plan
1. Purposes.
This Stock Incentive Plan (the "Plan") is intended to
enable Southern New England Telecommunications Corporation
(the "Company") and its subsidiaries to attract, retain and
motivate top caliber employees by providing them with
competitive long-term equity opportunities and to align
employee and stockholder interests.
2. Administration.
The Plan shall be administered by the Board of
Directors of the Company (the "Board") or a committee
thereof (the "Committee"). The Committee may delegate its
duties as it deems appropriate and as permitted by law. A
Director may serve on the Committee only if he or she is, at
the time of taking any discretionary action relating to a
participant who is then subject to Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), a "disinterested person" within the meaning of Rule
16b-3 under the Exchange Act. For purposes of administering
the Plan, the term "Committee" may be substituted for the
term "Board" except as specified herein or required by law.
The Board may establish such subplans under the Plan as
deemed desirable in order to qualify stock incentives
awarded thereunder as "performance-based compensation" as
defined under Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), or for any other purposes,
provided that stockholder approval of any such subplan shall
be obtained if and to the extent deemed necessary or
advisable by the Board. The Board shall have authority to
(i) construe and interpret the Plan, (ii) prescribe, amend
and rescind rules and regulations relating to the Plan,
(iii) determine the individuals to whom, and the time(s) at
which Stock Compensation, as defined in Section 3, shall be
awarded, the number of shares to be subject to each such
award, the award price, and the duration of each such award,
and (iv) make all other determinations necessary or
advisable for the administration of this Plan. All
determinations and interpretations made by the Board shall
be binding and conclusive on all participants in the Plan
and on their legal representatives and beneficiaries.
3. Classes of Stock Compensation.
Subject to the provisions of the Plan, the Committee
may grant the following types of equity-based compensation,
collectively referred to as "Stock Compensation":
(a) "Option" which shall mean an option to purchase
shares of the common stock of the Company, $1.00 par value
("Common Stock"), which may be authorized but unissued
shares or issued shares which have been reacquired. Options
may be either Incentive Stock Options, as defined under Code
Section 422, or non-qualified stock options.
(b) "Stock Bonus Compensation" which shall mean an
amount of shares of Common Stock to be distributed to a
participant, as defined herein, in lieu of, or as a
supplement to, other compensation earned by such participant
for prior services.
- 2 -
(c) "Performance Unit Compensation" which shall mean
an amount of cash and/or shares of Common Stock to be
distributed to a participant if certain performance
objectives are achieved. Such objectives may include
corporate or business unit financial and/or operating
objectives and the participant acquiring or retaining
specified levels of Common Stock.
(d) "Restricted Stock Compensation" which shall mean
shares of Common Stock issued to a participant under Section
7 below and which will become free of restrictions if
certain performance objectives are achieved. Such
objectives may include corporate or business unit financial
and/or operating objectives and the participant acquiring or
retaining levels of Common Stock.
(e) "Stock Appreciation Right" which shall mean a
right granted under Section 8 below.
(f) Compensation not described in (a) - (d) above
which provide a participant with the right to acquire Common
Stock or that are valued by reference to the market value of
Common Stock including, but not limited to, phantom stock
and dividend equivalents.
4. Maximum Number of Shares Under the Plan.
Subject to adjustment as provided in Section 14 hereof,
the maximum number of shares of Common Stock which may be
issued under the Plan shall not exceed 4,600,000 shares, of
which no more than 1,300,000 shares may be issued pursuant
to Restricted Stock Compensation, and the maximum number of
shares of Common Stock that may be awarded to any one
participant annually is 125,000. Such shares may represent
either previously unissued shares or treasury shares. If
any Stock Compensation granted under the Plan shall expire,
be forfeited or terminate for any reason without having been
exercised in full, or if any Option exercise is settled in
cash under Section 9, the unexercised shares subject thereto
shall again be available for the purposes of this Plan. If,
in connection with any Stock Compensation granted hereunder,
any shares of Common Stock are tendered to the Company in
payment of the Award price under Section 9 or are
surrendered to or withheld by the Company in satisfaction of
tax withholding obligations under Section 17 hereof, a
number of shares equal to the number of shares tendered,
surrendered, or withheld shall again be available for Stock
Compensation grants under this Plan; provided, however, that
such shares shall be available exclusively for Stock
Compensation granted to persons who, at the time of grant,
are not subject to Section 16 of the Exchange Act.
5. Eligibility.
Each officer and employee of the Company or of any
subsidiary of the Company, whether or not a Director of the
Company, shall be eligible to participate in the Plan
(hereinafter called "optionee or "participant"). Directors
who are not also employees are not eligible to participate
in the Plan. Nothing in the Plan shall be deemed to give
any employee any right to participate in this Plan or to
receive Stock Compensation hereunder. Stock Compensation
may be granted by the Committee to an employee in addition
to or in lieu of any incentive compensation earned by such
employee under any other compensation plan or arrangement of
the Company or its subsidiaries
- 3 -
6. Stock Compensation Price.
The purchase price per share of Common Stock (the
"Award price") covered by each Stock Compensation shall be
determined by the Committee, but shall not be less than the
fair market value of the Common Stock on the date such Stock
Compensation is granted. Fair market value shall mean the
average price of the high and low sale prices of the shares
on the New York Stock Exchange or such other recognized
market source as determined by the Committee from time to
time, on the date the Stock Compensation is granted, or, if
there is no sale on such date, then such average price on
the last previous day on which a sale is reported.
7. Stock Compensation Terms.
(a) Stock Bonus Compensation, Performance Unit
Compensation and Restricted Stock Compensation.
The Committee, in its discretion, may grant Stock Bonus
Compensation, Performance Unit Compensation and Restricted
Stock Compensation under such terms and conditions as it
deems advisable, including, but not limited to, whether such
Stock Compensation shall contain terms requiring forfeiture
or restrictions on the disposition of such shares.
(b) Options.
In its discretion, the Committee may grant either
Incentive Stock Options or non-qualified stock options,
provided, however, that no Incentive Stock Options shall be
granted to any person who, at the time of grant, owns more
than ten percent of the outstanding shares of Common Stock.
Each Option and all rights thereunder shall expire on such
date as the Committee may determine, but in no event later
than ten (10) years from the date on which the Option is
granted, and shall be subject to earlier termination as
provided herein.
The Committee shall determine the date on which each
Option shall become exercisable and may provide that an
Option shall become exercisable in installments. If the
Option is exercisable in installments and the Optionee shall
not purchase all of the shares to which the Optionee is
entitled in any given installment period, then the optionee
shall have the right cumulatively thereafter to purchase any
shares not so purchased until the expiration date or sooner
termination of such Option. The Committee may condition the
right to exercise Options upon the achievement of
performance objectives or other events. The Committee may,
in its sole discretion, accelerate the time at which any
Option may be exercised in whole or in part, provided that
no Option shall be exercisable until one year after grant.
Unless otherwise provided herein, an optionee may
exercise an Option only if he or she is, and has been
continuously since the date the Option was granted, an
employee of the Company or any of its subsidiaries.
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8. Stock Appreciation Rights.
The Committee shall have the authority to grant Stock
Appreciation Rights with or apart from the grant of Options
under this Plan. Such Rights shall be paid in cash or
shares of Common Stock, or any combination of each, as the
Committee may determine. Stock Appreciation Rights shall be
subject to such terms and conditions as the Committee may
specify.
Each Stock Appreciation Right granted with a specified
Option shall entitle the participant to receive the
following amount if and when the specified Option becomes
exercisable: Unless the Committee determines otherwise, the
amount to be received by the participant shall equal the
difference between (a) the fair market value of a share of
Common Stock on the date of exercise of the Right and (b)
the exercise price of a share under the specified Option.
Each Stock Appreciation Right granted without reference
to a specified Option shall entitle the participant to
receive, unless the Committee determines otherwise, the
difference between (a) the fair market value of a share of
Common Stock on the date of exercise of the Right and (b)
the fair market value of a share of Common Stock on the date
the Right was granted.
Notwithstanding the foregoing, for those participants
subject to Section 16(b) of the Exchange Act, any
transaction involving the exercise of a Stock Appreciation
Right shall be structured to satisfy the requirements of
Rule 16b-3 thereunder.
9. Payment of Stock Compensation.
Stock Compensation may be exercised only upon payment
of the purchase price thereof in full. Such payment shall
be made in cash or, in the discretion of the Committee, in
shares of Common Stock which shall have a value at least
equal to the aggregate exercise price of the shares being
purchased, or a combination of cash and shares. The Award
price may be satisfied by withholding the number of shares
of Common Stock otherwise issuable upon such exercise which
shares shall have a value at least equal to the aggregate
exercise price of the shares being purchased. The Committee
may, in its discretion, in lieu of delivery of any
fractional shares, make a cash payment equal to the value of
such fractional share.
10. Non-Transferability of Stock Compensation.
An Option or other Stock Compensation which may
constitute a derivative security granted under the Plan
shall, by its terms, be nontransferable by the optionee,
either voluntarily or by operation of law, otherwise than by
will or the laws of descent and distribution and as
permitted under Rule 16b-3, and shall be exercisable during
the optionee's lifetime only by the optionee or the
optionee's legal representative.
- 5-
11. Termination of Employment, Disability or Death of
Participant.
Except as may be otherwise expressly provided herein,
upon termination of a participant's employment as a result
of retirement or disability whereby the participant is
entitled to a service or disability pension, disability
benefit or allowance under a pension or disability plan of
the Company, any Options or Stock Appreciation Rights
granted to such participant shall be limited to the number
of shares then exercisable. All other types of Stock
Compensation shall be forfeited except as the Committee
shall provide otherwise. A participant may exercise a
nonqualified stock option or Stock Appreciation Right within
three years after the date of retirement or in the event of
disability within the Option's remaining term. A
participant may exercise an Incentive Stock Option in the
event of retirement within three months of the date of
retirement and in the event of disability within one year of
the termination date. All Options or Stock Appreciation
Rights held by a participant shall terminate immediately
upon receipt by a participant of a notice of termination if
the participant is terminated for deliberate, willful or
gross misconduct as determined by the Company. Transfers
between the Company and its subsidiaries and temporary
leaves of absences shall not be considered a termination of
employment.
In the event of death of the participant while such
person is employed by the Company or its subsidiary, all
outstanding Options or Stock Appreciation Rights held by
such participant which have not become exercisable as of the
date of death shall become immediately exercisable on such
date. A participant's legal representative or designated
beneficiary may exercise such Options or Rights within one
year after the date of death. All other types of Stock
Compensation shall be subject to such terms as the Committee
shall determine.
12. Change in Control.
Notwithstanding any provision of the Plan to the
contrary, upon a Change in Control, as defined below, all
Stock Compensation previously granted under the Plan shall
become immediately and fully exercisable and shall remain
exercisable and noncancellable for a period of seven months
following termination of employment of the participant. In
lieu of exercising Stock Compensation, a participant may
elect to surrender all or part of any Stock Compensation to
the Company for Stock Compensation Payment, as defined
below, provided that written notice of such election (the
"Election") is given to the Company within sixty (60) days
after the Change in Control. The Stock Compensation Payment
shall be an amount to be paid in cash by the Company within
thirty (30) days following receipt of the Election form
equal to the excess of the Change in Control Price, as
defined below, per share of Common Stock on the date of the
Election over the purchase price per share of Common Stock
under the Stock Compensation, multiplied by the number of
shares covered by the Election. If the participant making
the Election is subject to Section 16(b) of the Exchange
Act, then such Election and Stock Compensation Payment shall
be made in accordance with Rule 16b-3 thereunder.
- 6 -
For purposes of this Section, Change of Control shall mean:
(a) an acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 thereunder) of 20% or more of
either (i) the then outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or (ii)
the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting
Securities"); excluding, however, the following: (i) any
acquisition directly from the Company, other than an
acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was itself
acquired directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit
plan (or related trust) participated in by the Company or
any corporation controlled by the Company or (iv) any
acquisition by any corporation pursuant to a reorganization,
merger, consolidation or similar corporate transaction (in
each case, a "Corporate Transaction"), if, pursuant to such
Corporate Transaction, the conditions described in clauses
(i), (ii) and (iii) of Paragraph (c) of this Section 12 are
satisfied; or
(b) a change in the composition of the Board such that
the individuals who, as of December 14, 1994, constitute the
Board (the Board as of the above date shall be hereinafter
referred to as the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided,
however, for purposes of this Section 12, that any
individual who becomes a member of the Board subsequent to
the above date whose election, or nomination for election by
the shareholders of the Company, was approved by a vote of
at least a majority of those individuals who are members of
the Board also be considered as though such individual were
a member of the Incumbent Board; but, provided further, that
any such individual whose initial assumption of office
occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
person other than the Board shall not be so considered as a
member of the Incumbent Board; or
(c) the approval by the shareholders of the Company
of a Corporate Transaction or, if consummation of such
Corporate Transaction is subject, at the time of such
approval by shareholders, to the consent of any government
or governmental agency, the obtaining of such consent
(either explicitly or implicitly by consummation);
excluding, however, such a Corporate Transaction pursuant to
which (i) all or substantially all of the individuals and
entities who are the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Corporate
Transaction will beneficially own, directly or indirectly,
more than 60% of, respectively, the outstanding shares of
common stock of the corporation resulting from such
Corporate Transaction and the combined voting power of the
outstanding voting securities of such corporation entitled
to vote generally in the election of directors, in
substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the
Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (ii) no Person (other
than the Company, any employee benefit plan (or related
trust)
- 7 -
participated in by the Company or such corporation resulting
from such Corporate Transaction and any Person beneficially
owning, immediately prior to such Corporate Transaction,
directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) will beneficially own,
directly or indirectly, 20% or more of, respectively, the
outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors, and (iii) individuals who were members of the
Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation
resulting from such Corporate Transaction; or
(d) the approval by the shareholders of the Company of
(i) a complete liquidation or dissolution of the Company or
(ii) the sale or other disposition of all or substantially
all of the assets of the Company; excluding, however, such a
sale or other disposition to a corporation, with respect to
which following such sale or other disposition, (l) more
than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting
power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of
directors will be then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or
other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be,
(2) no Person (other than the Company and any employee
benefit plan (or related trust) participated in by the
Company or such corporation and any Person beneficially
owning, immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding
Company Common Stock or Outstanding Company Voting
Securities, as the case may be) will beneficially own,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (3) individuals who were
members of the Incumbent Board will constitute at least a
majority of the members of the board of directors of such
corporation.
For purposes of this Section 12, Change of Control
Price shall mean the highest reported sales price of a share
of Common Stock on the composite tape for New York Stock
Exchange Listed Stocks (the "Market High") during the 60 day
period prior to and ending on the date of the Change of
Control. If the Change of Control is the result of a
transaction or series of transactions described in paragraph
(a) of the definition above, the "Change of Control Price"
shall mean the higher of (i) the highest price per share of
the Common Stock paid in such transaction or series of
transactions by the Person having made the acquisition, and
(ii) the Market High as determined above. Notwithstanding
the foregoing, with respect to any Incentive Stock Option,
the Change of Control Price shall not exceed the market
price of a share of Common Stock on the date of surrender
thereof (to the extent required by Section 422 of the Code).
- 8 -
13. Indicia of Stock Ownership.
No person entitled to exercise any Stock Compensation
granted under the Plan shall have any of the rights or
privileges of a shareholder of the Company in respect of any
shares of stock issuable upon exercise of such Stock
Compensation until such Stock Compensation shall have been
validly exercised and the Award price paid. The Company
shall have no obligation to issue or deliver shares upon
exercise of any Stock Compensation unless and until, in the
opinion of counsel for the Company, any applicable
registration requirements of the Securities Act of 1933, any
applicable listing requirements of any national securities
exchange on which stock of the same class is then listed,
and any other requirements of law or of any regulatory
bodies having jurisdiction over such issuance and delivery,
shall have been fully complied with.
14. Adjustments.
In the event of a reorganization, recapitalization,
stock split, stock dividend, combination of shares, merger,
consolidation, distribution of assets, or any other change
in the corporate structure of the Company, the Committee
shall make such adjustments as it deems appropriate in the
number and kind of shares authorized by the Plan, in the
number and kind of shares covered by the Stock Compensation
granted and in the purchase price of outstanding Stock
Compensation. In the event of any merger, consolidation or
other reorganization in which the Company is not the
surviving or continuing corporation and subject to the
provisions of Section 12 hereunder, all Stock Compensation
granted hereunder and outstanding on the date of such event
shall be assumed by the surviving or continuing corporation.
15. Written Agreement.
Stock Compensation granted hereunder shall be evidenced
by a written agreement which shall be subject to the terms
and conditions prescribed herein, and shall be signed by the
participant and by an officer of the Company for and on
behalf of the Company. A Stock Compensation agreement shall
contain such other provisions as the Committee shall deem
advisable so long as the same are not contrary to the
provisions of the Plan.
16. Amendment and Termination of the Plan.
The Board at any time may amend, suspend or terminate
the Plan, provided, however, that without the further
approval of the holders of at least a majority of the voting
power of the outstanding shares of the Common Stock present
in person or by proxy at a meeting of the stockholders, the
Board shall not (i) increase the maximum number of shares
which may be issued upon exercise of Stock Compensation
granted under the Plan, (ii) change the minimum purchase
price set forth in Section 6, (iii) permit the granting of
Stock Compensation to anyone other than as provided in
Section 5, or (iv) otherwise amend the Plan in a manner not
permitted under Section 16 of the Exchange Act. For the
purposes of this Section, the term "Committee" may not be
substituted for the term "Board". The Senior Vice President-
Organizational Development, with the concurrence of the Vice
President and General Counsel, shall be authorized to make
minor or administrative amendments to the Plan as well as
amendments to the Plan that may be dictated by requirements
of federal or state statutes or authorized or made desirable
by such statutes. No amendment, suspension or termination
of the Plan shall,
- 9 -
without the participant's consent, materially impair any
rights of such participant under any Stock Compensation
theretofore granted under the Plan. Unless previously
terminated, the Plan shall terminate on June 30, 2005.
17. Tax Withholding.
Upon exercise of a Stock Compensation, a participant
shall be required to pay in cash to the Company the amount
of any taxes the Company is required by law to withhold with
respect to the exercise of such Stock Compensation. Such
payment shall be due on the date the Company is required by
law to withhold such taxes. Such payment may also be made
at the election of the participant by the surrender of
shares of Common Stock then owned by the participant, or the
withholding of shares of Common Stock otherwise to be issued
to the participant on exercise, in an amount that would
satisfy the withholding amount due. Unless otherwise
determined by the Board, any election so made by
participants subject to Section 16(b) of the Exchange Act
shall be in accordance with the requirements of Rule 16b-3
thereunder. The value of such shares withheld or delivered
shall be equal to the fair market value of such shares on
the date of exercise. In the event that such payment is not
made when due, the Company shall have the right to deduct,
to the extent permitted by law, from any payment of any kind
otherwise due to such participant from the Company, all or
part of the amount required to be withheld.
18. Effective Date.
This Plan shall become effective on July 1, 1995,
subject to its approval by the holders of a majority of the
voting power of the outstanding shares of Common Stock
present in person or by proxy and entitled to vote at the
1995 Annual Meeting of Shareholders. No Stock Compensation
shall be granted pursuant to the Plan after June 30, 2005.
19. Governing Law.
The Plan and any Stock Compensation granted hereunder
shall be governed by the laws of the State of Connecticut
and in accordance with applicable Federal laws. The Company
intends that the Plan shall comply in all respects with
applicable provisions of Rule 16b-3 under the Exchange Act,
so that any grant of Stock Compensation to, or other
transactions by, a participant who is subject to the
reporting requirements of Section 16(a) of the Exchange Act
shall not result in short-swing profits liability under
Section 16(b) . Accordingly, if any provision of this Plan
or any agreement relating to Stock Compensation does not
comply with such requirements of Rule 16b-3 then applicable
to any such transaction, such provision shall be construed
or deemed amended to the extent necessary to conform to such
requirements, and the participant shall be deemed to have
consented to such construction or amendment.
Southern New England
Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06510
Phone (203) 771-2110
Madelyn M. DeMatteo
Vice President, General Counsel and
Secretary
December 13, 1995
Southern New England Telecommunications Corporation
227 Church Street
New Haven, Connecticut 06510
Re: Registration Statement on Form S-8 relating to
Southern New England Telecommunications Corporation
1995 Stock Incentive Plan
Gentlemen:
With reference to the Registration Statement on Form S-8
("Registration Statement") to be filed by Southern New
England Telecommunications Corporation, a Connecticut
corporation ("Corporation"), with the Securities and
Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended, 4,600,000 shares of the
Corporation's Common Stock, $1.00 par value ("Common
Stock"), to be issued under the Corporation's 1995 Stock
Incentive Plan ("Plan"), I am of the opinion that:
1. The Plan has been duly adopted and approved by
all necessary corporate action.
2. The 4,600,000 shares of Common Stock issuable
under the Plan have been duly authorized and reserved
for issuance.
3. When such shares are issued under the Plan while
the Registration Statement is effective, such shares
will be validly issued, fully paid and nonassessable.
I consent to the use of this opinion in the Registration
Statement and in any amendments thereof.
Very truly yours,
/s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Vice President, General Counsel and
Secretary
Coopers Coopers & Lybrand L.L.P.
& Lybrand a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 (to be filed on December 13, 1995) of our reports dated January 24,
1995, on our audits of the consolidated financial statements and the financial
statement schedule of Southern New England Telecommunications Corporation (the
"Corporation") as of December 31, 1994 and 1993 and for the three years in the
period ended December 31, 1994, which reports are included in the Corporation's
Annual Report on Form 10-K.
COOPERS & LYBRAND L.L.P.
New Haven, Connecticut
December 13, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation,
a Connecticut corporation ("Corporation"), proposes to file
shortly with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended ("Act"), a
registration statement for the registration, under said Act, of
4,600,000 shares of the Corporation's common stock for the
Corporation's 1995 Stock Incentive Plan; and
WHEREAS, each of the undersigned is an officer or director,
or both, of the Corporation, and holds the office, or offices,
in the Corporation herein below indicated under their name,
respectively;
NOW, THEREFORE, the undersigned, and each of them, hereby
constitutes and appoints Madelyn M. DeMatteo their attorney-in-
fact for them and in their name, place and stead, and in each of
their offices and capacities with the Corporation, to sign and
file such registration statement and any and all additional post-
effective amendments in connection with the Corporation's 1995
Stock Incentive Plan, including prospectuses and amendments
thereto, and the exhibits thereto, hereby giving and granting to
said attorney full power and authority to do and perform all and
every act and thing whatsoever requisite and necessary to be
done in and about the premises, as fully to all intents and
purposes as they might or could do if personally present at the
doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by
virtue hereof.
IN WITNESS WHEREOF each of the undersigned has executed this
Power of Attorney this 8th day of March, 1995.
Principal Executive Officers: Directors:
/s/ D. J. Miglio
D. J. Miglio
Chairman, President and
Chief Executive Officer
/s/ William F. Andrews
William F. Andrews, Director
/s/ Donald R. Shassian
Donald R. Shassian
Senior Vice President and
Chief Financial Officer /s/ Zoe Baird
Zoe Baird, Director
/s/ Robert L. Bennett
Robert L. Bennett, Director
/s/ Barry M. Bloom
Barry M. Bloom, Director
/s/ F. J. Connor
F. J. Connor, Director
/s/ William R. Fenoglio
William R. Fenoglio, Director
/s/ J. R. Greenfield
J. R. Greenfield, Director
/s/ Burton G. Malkiel
Burton G. Malkiel, Director
/s/ Frank R. O'Keefe, Jr.
Frank R. O'Keefe, Jr., Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended
("Act"), a registration statement for the registration, under said
Act, of 4,600,000 shares of the Corporation's common stock for the
Corporation's 1995 Stock Incentive Plan; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's 1995 Stock
Incentive Plan, including prospectuses and amendments thereto, and the
exhibits thereto, hereby giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 12th day of April, 1995.
/s/ Richard H. Ayers
Richard H. Ayers, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended
("Act"), a registration statement for the registration, under said
Act, of 4,600,000 shares of the Corporation's common stock for the
Corporation's 1995 Stock Incentive Plan; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo her attorney-in-fact for her and in her name, place
and stead, and in her capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's 1995 Stock
Incentive Plan, including prospectuses and amendments thereto, and the
exhibits thereto, hereby giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 8th day of March, 1995.
/s/ Claire L. Gaudiani
Claire L. Gaudiani, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended
("Act"), a registration statement for the registration, under said
Act, of 4,600,000 shares of the Corporation's common stock for the
Corporation's 1995 Stock Incentive Plan; and
WHEREAS, the undersigned is director of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as director of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's 1995 Stock
Incentive Plan, including prospectuses and amendments thereto, and the
exhibits thereto, hereby giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 13th day of December, 1995.
/s/ Ira D. Hall
Ira D. Hall, Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Southern New England Telecommunications Corporation, a
Connecticut corporation (hereinafter referred to as the "Corporation"),
proposes to file shortly with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended,("Act"),
a registration statement for the registration, under said Act,
of 4,600,000 shares of the Corporation's common stock for the Corporation's
1995 Stock Incentive Plan; and
WHEREAS, the undersigned is an officer of the Corporation;
NOW, THEREFORE, the undersigned hereby constitutes and appoints
Madelyn M. DeMatteo his attorney-in-fact for him and in his name, place
and stead, and in his capacity as officer of the Corporation, to sign
and file such registration statement and any and all additional
post-effective amendments in connection with the Corporation's 1995 Stock
Incentive Plan, including prospectuses and amendments thereto, and the
exhibits thereto, hereby giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorney may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF the undersigned has executed this Power of
Attorney this 13th day of December, 1995.
/s/ Robert J. Conologue
Robert J. Conologue
Vice President and Controller
