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)
ALC COMMUNICATIONS CORPORATION
1986 OPTION PLAN
ALC COMMUNICATIONS CORPORATION
1990 STOCK OPTION PLAN
ALC COMMUNICATIONS CORPORATION
1994 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
ALC COMMUNICATIONS CORPORATION
STOCK OPTION GRANTED TO RICHARD J. UHL ON SEPTEMBER 3, 1991
ALC COMMUNICATIONS CORPORATION
STOCK OPTION GRANTED TO MICHAEL E. FAHERTY ON JUNE 23, 1992
ALC COMMUNICATIONS CORPORATION
ADVISORY AGREEMENT WITH STOCK OPTION DATED SEPTEMBER 7, 1988
BETWEEN ALC COMMUNICATIONS CORPORATION AND
GRUMMAN HILL INVESTMENTS, L.P. AND
GRUMMAN HILL ASSOCIATES, INC., AS AMENDED
ALC COMMUNICATIONS CORPORATION
STOCK OPTION DATED AS OF MAY 12, 1994 BETWEEN ALC COMMUNICATIONS
CORPORATION AND GRUMMAN HILL ASSOCIATES, INC.
(Full title of the Plans)
Josephine S. Trubek, Esq.
Corporate Secretary
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
(716) 777-6713
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2
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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:
Helen A. Zamboni, Esq.
Corporate Counsel
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
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3
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities to Amount Maximum Maximum Amount of
be to be Offering price Aggregate Registration
Registered(1) Registered per share Offering Price Fee
-------------- ---------- ------------- ------------- ------------
Common Stock 7,735,414 $26.50 $204,988,471 $37,565.00
$1.00 par shares (2) (2) (3)
value
(1) This Registration statement relates to certain shares ("Option
Shares") of Common Stock, par value $1.00 per share, of the Registrant
issuable in connection with the merger (the "Merger") of a wholly
owned subsidiary of the Registrant with and into ALC Communications
Corporation ("ALC"). Following the Merger, the options under the
Plans to acquire Common Stock, par value $.01 per share, of ALC will
constitute options ("Options") to acquire the Option Shares.
(2) Estimated only for the purpose of calculating the registration fee.
Such estimates have been computed in accordance with Rule 457(c) and
are based upon the average of the high and low prices for the
Registrant's Common Stock reported on the New York Stock Exchange on
August 15, 1995.
(3) A registration fee covering 4,038,982 Option Shares (the maximum
number of Option Shares issuable upon the exercise of all currently
outstanding Options that were, or prior to the effective time of the
Merger would be, exercisable) was paid by the Registrant with the
Registration Statement on Form S-4, Registration No. 33-61047, filed
with the Securities and Exchange Commission on July 14, 1995;
therefore, pursuant to Rule 457(b), the fee payable herewith has been
reduced by $33,121.39, the portion of the registration fee paid with
such Registration Statement on Form S-4 allocable to such Option
Shares.
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4
PART I
A letter updating the information required by Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1).
<PAGE>
5
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that have been filed by Frontier
Corporation (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 (as amended by the Amendment on Form 10-K/A
filed July 14, 1995);
(b) The Company's Quarterly Reports on Form 10-Q for the three
months March 31, 1995 (as amended by the Amendment on Form 10-Q/A
filed July 14, 1995) and June 30, 1995;
(c) The Company's Current Reports on Form 8-K dated February 13,
1995; February 21, 1995; February 27, 1995; March 17, 1995; April 9,
1995; April 10, 1995 (two); April 12, 1995; April 27, 1995; May 11,
1995; June 6, 1995; and
(d) The description of the Common Stock, par value $1.00 per
share, of the Company (the "Common Stock") contained in registration
statements filed under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in this
registration statement and to be a part hereof from the date such documents
were filed.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the New York Business Corporation Law ("NYBCL"),
indemnification of directors and officers generally may be provided to
whatever extent is authorized by a corporation's certificate of
incorporation or a bylaw or vote adopted by the shareholders. However, the
NYBCL does not permit indemnification with respect to any matter as to
which the director or officer has been adjudicated not to have acted in
good faith in the reasonable belief that his action was in the best
interest of the corporation.
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6
The NYBCL also provides that no indemnification of directors in
shareholder derivative suits may be made in respect of (i) a threatened
action, or a pending action which is settled or otherwise disposed of, or
(ii) any claim, issue or matter as to which the director or officer has
been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought or, if no action is
brought, any court of competent jurisdiction, determines upon application
that, in view of the circumstances of the case, the director or officer is
fairly and reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper. The statutory
provisions for indemnification and advancement of expenses are not
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled independently of the applicable
statutory provision.
The Company's By-Laws currently provide for indemnification of
directors and officers and advancement of indemnified expenses to the full
extent now or hereafter permitted by the NYBCL.
The Company maintains directors' and officers' liability
insurance which insures against liabilities that directors or officers of
the Company may incur in such capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibits
4.1 - Restated Certificate of Incorporation of Rochester Telephone
Corporation ("RTC") as amended, is incorporated by reference
to Exhibit 3 to Form 10-Q for the quarter ended September
30, 1980 (File No. 1-4166).
4.2 - Certificate of Amendment to Restated Certificate of
Incorporation of RTC is incorporated by reference to Exhibit
3-2 to Form 10-K for the year ended December 31, 1984 (File
No. 1-4166).
4.3 - Certificate of Change to Restated Certificate of
Incorporation of RTC is incorporated by reference to Exhibit
3-4 to Form 10-K for the year ended December 31, 1988 (File
No. 1-4166).
4.4 - Certificate of Amendment to Restated Certificate of
Incorporation of RTC is incorporated
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7
by reference to Exhibit 3-5 to Form 10-K for the year ended
December 31, 1990 (File No. 1-4166).
4.5 - Certificate of Amendment to Restated Certificate of
Incorporation of Frontier Corporation ("Frontier") is
incorporated by reference to Exhibit 3-2 to Form 8-K dated
February 13, 1995 (File No. 1-4166).
4.6 - Certificate of Amendment to Restated Certificate of
Incorporation of Frontier is incorporated by reference to
Exhibit 3-3 to Form 8-K dated February 13, 1995 (File No.
1-4166).
4.7 - By-laws of Frontier are incorporated by reference to Exhibit
3.2 to Form 10-K for the year ended December 31, 1994 (File
No. 1-4166).
5 - Opinion of Helen A. Zamboni, Corporate Counsel of Frontier,
as to legality of the securities being issued.
23.1 - Consent of Helen A. Zamboni (included in Exhibit 5).
23.2 - Consent of Price Waterhouse.
24 - Powers of Attorney.
ITEM 9. UNDERTAKINGS
(a) The Company 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 (the "Act"); (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; (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) do not apply if the information required to be
included in the 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 Exchange Act that are incorporated by reference
herein.
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8
(2) That, for the purpose of determining any liability under the
Act, 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 Company hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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
Act may be permitted to officers and directors of the Company pursuant to
the foregoing provisions, the Company 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 therefore, unenforceable. In
the event that a claim for such indemnification (except insofar as it
provides for payment by the Company of expenses incurred or paid by a
director or officer in the successful defense of any action, suit or
proceeding) is asserted against the Company by a director or officer and
the Commission is still of the same opinion, the Company will, unless the
matter has, in the opinion of its counsel, been adjudicated by precedent
deemed by it to be controlling, submit to a court of appropriate
jurisdiction the question of 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.
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9
SIGNATURES
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 August 16, 1995.
FRONTIER CORPORATION
By: /s/ Louis L. Massaro
-----------------------------
Louis L. Massaro
Executive Vice President
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.
Date: August 16, 1995 *
-----------------------------
Ronald L. Bittner
Chairman, Chief Executive
Officer and Director
(principal executive officer)
Date: August 16, 1995 *
-----------------------------
Marvin C. Moses
Executive Vice President and
Chief Financial Officer
(principal financial officer)
Date: August 16, 1995 *
-----------------------------
Richard A. Smith
Controller (principal
accounting officer)
Date: August 16, 1995
-----------------------------
Patricia C. Barron
Director
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10
*
Date: August 16, 1995
---------------------------
Raul E. Cesan
Director
Date: August 16, 1995
---------------------------
Brenda Evans Edgerton
Director
*
Date: August 16, 1995
---------------------------
Jairo A. Estrada
Director
*
Date: August 16, 1995
---------------------------
Michael E. Faherty
Director
*
Date: August 16, 1995
---------------------------
Daniel E. Gill
Director
*
Date: August 16, 1995
---------------------------
Alan C. Hasselwander
Director
*
Date: August 16, 1995
---------------------------
Robert Holland, Jr.
Director
*
Date: August 16, 1995
---------------------------
Douglas H. McCorkindale
Director
*
Date: August 16, 1995
---------------------------
William H. Oberlin
Director
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11
Date: August 16, 1995
---------------------------
Dr. Leo J. Thomas
Director
Date: August 16, 1995
---------------------------
Richard J. Uhl
Director
*
Date: August 16, 1995
---------------------------
John M. Zrno
Director
*By: /s/ Louis L. Massaro
---------------------------
Louis L. Massaro
Attorney In Fact
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12
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Certificate of
Incorporation of Rochester
Telephone Corporation ("RTC") as
amended, is incorporated by
reference to Exhibit 3 to Form
10-Q for the quarter ended
September 30, 1980 (File No.
1-4166).
4.2 Certificate of Amendment to
Restated Certificate of
Incorporation of RTC is
incorporated by reference to
Exhibit 3-2 to Form 10-K for the
year ended December 31, 1984 (File
No. 1-4166).
4.3 Certificate of Change to Restated
Certificate of Incorporation of
RTC is incorporated by reference
to Exhibit 3-4 to Form 10-K for
the year ended December 31, 1988
(File No. 1-4166).
4.4 Certificate of Amendment to
Restated Certificate of
Incorporation of RTC is
incorporated by reference to
Exhibit 3-5 to Form 10-K for the
year ended December 31, 1990 (File
No. 1-4166).
4.5 Certificate of Amendment to
Restated Certificate of
Incorporation of Frontier
Corporation ("Frontier") is
incorporated by reference to
Exhibit 3-2 to Form 8-K dated
February 13, 1995 (File No.
1-4166).
4.6 Certificate of Amendment to
Restated Certificate of
Incorporation of Frontier is
incorporated by reference to
Exhibit 3-3 to Form 8-K dated
February 13, 1995 (File No.
1-4166).
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13
4.7 By-laws of Frontier are
incorporated by reference to
Exhibit 3.2 to Form 10-K for the
year ended December 31, 1994 (File
No. 1-4166).
5 Opinion of Helen A. Zamboni,
Corporate Counsel of Frontier, as
to legality of the securities
being issued. Herewith
23.1 Consent of Helen A. Zamboni
(included in Exhibit 5).
23.2 Consent of Price Waterhouse. Herewith
24 Powers of Attorney. Herewith
EXHIBIT 5
[FRONTIER CORPORATION LETTERHEAD]
VIA ELECTRONIC TRANSMISSION
August 16, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
RE: Frontier Corporation
Registration Statements on Form S-8
Ladies and Gentlemen:
I am the Corporate Counsel of Frontier Corporation (the "Company") and
have acted on behalf of the Company in connection with its Registration
Statement on Form S-8 (the "Registration Statement") to register under the
Securities Act of 1933, as amended, an aggregate of 7,735,414 shares of Common
Stock of the Company (such registered shares being hereinafter referred to as
the "Shares"), all to be issued pursuant to certain employee benefit plans of
ALC Communications Corporation ("ALC") named in the Registration Statement (the
"Plans") upon the exercise of stock options (the "Options") previously granted
under the Plans in respect of ALC common stock which, following the merger of a
wholly owned subsidiary of the Company with and into ALC on August 16, 1995,
constitute options to purchase the Shares under the terms of the Plans and the
Agreement and Plan of Merger dated as of April 9, 1995 among the Company,
Frontier Subsidiary One, Inc. and ALC (the "Merger Agreement").
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 Shares have been
duly authorized by the Company for issuance and will, when issued in accordance
with the terms of the Plans and the Merger Agreement upon the exercise of the
Options, be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
above mentioned Registration Statement on Form S-8 and any reference to me
contained therein.
Very truly yours,
/s/ Helen A. Zamboni
Helen A. Zamboni
Corporate Counsel
EXHIBIT 23.2
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
Rochester, New York
August 16, 1995
EXHIBIT 24
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 certain employee benefit plans of ALC Communications
Corporation, a Delaware corporation and a wholly owned subsidiary of the
Company, 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 presents as of this 16th day of August, 1995.
--------------------------
Patricia C. Barron
/s/ Ronald L. Bittner
---------------------------
Ronald L. Bittner
/s/ Raul E. Cesan
---------------------------
Raul E. Cesan
---------------------------
Brenda Evans Edgerton
/s/ Jairo A. Estrada
----------------------------
Jairo A. Estrada
<PAGE>
----------------------------
Michael E. Faherty
/s/ Daniel E. Gill
----------------------------
Daniel E. Gill
/s/ Alan C. Hasselwander
----------------------------
Alan C. Hasselwander
/s/ Robert Holland, Jr.
----------------------------
Robert Holland, Jr.
/s/ Douglas H. McCorkindale
----------------------------
Douglas H. McCorkindale
/s/ William H. Oberlin
----------------------------
William H. Oberlin
/s/ Dr. Leo J. Thomas
----------------------------
Dr. Leo J. Thomas
----------------------------
Richard J. Uhl
/s/ John M. Zrno
----------------------------
John M. Zrno
<PAGE>
POWER OF ATTORNEY
Each of the undersigned 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
certain employee benefit plans of ALC Communications Corporation, a
Delaware corporation and a wholly owned subsidiary of the Company,
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 presents as of this 16th day of August, 1995.
/s/ Marvin C. Moses
----------------------------
Marvin C. Moses
/s/ Richard A. Smith
----------------------------
Richard A. Smith
