Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRONTIER CORPORATION
(Previously Rochester Telephone Corporation)
(Exact name of registrant as specified in its charter)
NEW YORK 16-0613330
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------------------------- -------------------
180 South Clinton Avenue, Rochester, New York 14646-0770
(Address of Principal Executive Offices) (Zip Code)
FRONTIER CORPORATION
MANAGEMENT STOCK INCENTIVE PLAN
(Full title of the Plan)
Josephine S. Trubek, Esq.
Corporate Secretary
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
(716) 777-6713
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(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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Copy to:
John T. Pattison, Esq.
General Attorney
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
Securities to Amount to be Maximum Offering Maximum Aggregate Registration
be Registered Registered price per share* Offering Price* Fee
------------- ------------ ---------------- ----------------- ------------
Common Stock 8,000,000** $21.19 $169,520,000 $58,450.50
$1.00 par value
* Inserted solely for the purposes of calculating the
registration fee pursuant to Rule 457(h) and based upon the
average of the high and low prices for the registrant's
Common Stock on the New York Stock Exchange reported as of
May 19, 1995.
** These shares are in addition to shares previously registered
pursuant to Registration Statements No. 33-67432 and 33-54519.
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<PAGE>2
Registration Statement No. 33-67432 on Form S-8 relating to
the Frontier Corporation Management Stock Incentive Plan
(previously known as the Rochester Telephone Corporation Restated
Executive Stock Option Plan)(the "Plan"), including all
amendments thereto, is hereby incorporated by reference in this
Registration Statement, and any subsequent amendments thereto
shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of any such amendments.
The shares of Common Stock of Frontier Corporation registered on
this Registration Statement are in addition to shares previously
registered for issuance pursuant to the Plan on Registration
Statements No. 33-67432 and No. 33-54519.
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SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Company 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 Rochester,
State of New York, on May 24, 1995.
FRONTIER CORPORATION
/s/ Louis L. Massaro
By: --------------------------
Louis L. Massaro
Corporate Vice President -
Finance
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.
/s/ Ronald L. Bittner
Date: May 24, 1995 By: --------------------------
Ronald L. Bittner
Chairman, President, Chief
Executive Officer and
Director
/s/ Louis L. Massaro
Date: May 24, 1995 By: --------------------------
Louis L. Massaro
Corporate Vice President -
Finance
(Principal Financial and
Accounting Officer)
Date: May 24, 1995 By: /s/ Patricia C. Barron *
-------------------------
Patricia C. Barron
Director
Date: May 24, 1995 By: /s/ Raul E. Cesan*
-------------------------
Raul E. Cesan
Director
Date: May 24, 1995 By: /s/ Brenda E. Edgerton*
-------------------------
Brenda E. Edgerton
Director
Date: May 24, 1995 By: /s/ Jairo A. Estrada*
-------------------------
Jairo A. Estrada
Director
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<PAGE>4
Date: May 24, 1995 By: /s/ Daniel E. Gill*
-------------------------
Daniel E. Gill
Director
Date: May 24, 1995 By: /s/ Alan C. Hasselwander*
--------------------------
Alan C. Hasselwander
Director
Date: May 24, 1995 By: /s/ Douglas H. McCorkindale*
----------------------------
Douglas H. McCorkindale
Director
Date: May 24, 1995 By: /s/ Dr. Leo J. Thomas*
----------------------------
Dr. Leo J. Thomas
Director
/s/ Louis L. Massaro
*By: -------------------------
Louis L. Massaro
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of John T. Pattison, Esq. as
to legality of Plan and Common Stock Herewith
23-1 Consent of John T. Pattison, Esq. is
contained in his opinion filed as
Exhibit 5 to this Registration
Statement
23-2 Consent of Price Waterhouse,
independent accountants Herewith
24 Powers of Attorney Herewith
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[FRONTIER CORPORATION LETTERHEAD]
VIA ELECTRONIC TRANSMISSION
May 23, 1995 EXHIBIT 5
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Frontier Corporation
Registration Statements on Form S-8
Management Stock Incentive Plan
Ladies and Gentlemen:
I am a General Attorney in the Legal Department of Frontier
Corporation (formerly known as Rochester Telephone Corporation)
(the "Company") and have acted on behalf of the Company in
connection with its Registration Statements No. 33-67432 and
No. 33-54519 on Form S-8 to register under the Securities Act of
1933, as amended (the "Act"), an aggregate of 2,000,000 shares of
Common Stock of the Company and its Registration Statement on
Form S-8 to register under the Act an additional 8,000,000 shares
of Common Stock of the Company (all such registered shares being
hereinafter referred to as the "Shares"), all to be issued
pursuant to the Company's Management Stock Incentive Plan (an
amendment and restatement of the plan formerly known as the
Rochester Telephone Corporation Restated Executive Stock Option
Plan) (the "Plan").
I have examined and am familiar with originals or copies,
certified or otherwise identified to my satisfaction, of such
documents, corporate records and other instruments as I have
deemed necessary or appropriate in connection with rendering this
opinion.
Based on the foregoing, I am of the opinion that the stock
options and restricted stock grants provided for in the Plan
described in the above-referenced Registration Statements have
been duly authorized by the Company for issuance to eligible
employees of the Company and its subsidiaries in accordance with
the terms of the Plan and that the Shares have been duly
authorized by the Company for issuance and will, when issued in
accordance with the terms of the Plan upon the exercise of
options or as restricted stock grants thereunder, be validly
issued, fully paid and non-assessable.
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I hereby consent to the filing of this opinion as an exhibit to
the above mentioned Registration Statements on Form S-8 and any
reference to me contained therein.
Very truly yours,
/s/ John T. Pattison
John T. Pattison
General Attorney
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EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Frontier Corporation of our report, dated January 16,
1995, which appears on page 28 of the 1994 Proxy Statement - Financial
Review of Frontier Corporation, which is incorporated by reference in
its Annual Report on Form 10-K for the year ended December 31, 1994.
We also consent to the incorporation by reference of our report
on the Financial Statement Schedule, which appears on page 36 of such
Annual Report on Form 10-K. We also consent to the incorporation by
reference of our report on the supplementary consolidated financial
statements which give retroactive effect to the acquisition by Frontier
Corporation of American Sharecom, Inc. which constitutes part of the
Frontier Corporation Current Report on Form 8-K dated April 12, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
May 23, 1995
Rochester, New York
POWER OF ATTORNEY
Each of the undersigned directors and/or officers of Frontier
Corporation, a New York business corporation (the "Company"),
hereby constitutes and appoints Ronald L. Bittner, Louis L.
Massaro and Josephine S. Trubek, and each of them with full power
to act without the others, true and lawful attorneys and agents,
to do any and all acts and things and to execute any and all
instruments which any of said attorneys and agents may deem
necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, and with any regulations,
rules or requirements of the Securities and Exchange Commission
("Commission") thereunder in connection with any Registration
Statements filed under said Act, covering any offering of
securities made, or deemed to be made, in connection with the
Frontier Corporation Management Stock Incentive Plan, including
specifically, but without limiting the generality of the
foregoing, full power and authority to sign the names of the
undersigned to any Registration Statements on Form S-8 or other
applicable form filed with the Commission under said Act in such
connection, and any amendment or amendments thereto, the
undersigned hereby ratifying and confirming all that said
attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, this instrument have signed and delivered
these presence as of this 26th day of April, 1995.
/s/ Patricia C. Barron
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Patricia C. Barron
/s/ Ronald L. Bittner
-------------------------
Ronald L. Bittner
/s/ Raul E. Cesan
-------------------------
Raul E. Cesan
/s/ Brenda Evans Edgerton
-------------------------
Brenda Evans Edgerton
/s/ Jairo A. Estrada
-------------------------
Jairo A. Estrada
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/s/ Daniel E. Gill
-------------------------
Daniel E. Gill
/s/ Alan C. Hasselwander
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Alan C. Hasselwander
/s/ Douglas H. McCorkindale
-------------------------
Douglas H. McCorkindale
/s/ Dr. Leo J. Thomas
-------------------------
Dr. Leo J. Thomas
