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Registration No. 33-67432
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 2
TO
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.)
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180 South Clinton Avenue Rochester, New York 14646-0700
(Address of Principal Executive Offices) (Zip Code)
ROCHESTER TELEPHONE CORPORATION
RESTATED EXECUTIVE STOCK OPTION 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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Part II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents which have been filed by Frontier
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed on March 28, 1995
pursuant to Section 13 of the Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934
since December 31, 1994, including specifically, but not limited
to, the Company's Quarterly Report on Form 10-Q filed on
May 12, 1995 and its Current Reports on Form 8-K filed on
February 13, 1995, February 22, 1995, February 28, 1995,
March 22, 1995, April 10, 1995, April 11, 1995, April 12, 1995,
April 27, 1995, May 9, 1995 and May 19, 1995.
(c) The description of the Company's Common Stock
contained in the Company's registration statement filed under
Section 12 of the Securities Exchange Act, including all
amendments or reports filed for the purpose of updating such
description, including specifically, but not limited to,
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, filed on March 28, 1995.
All documents subsequently filed by the Company or the
Company's Management Stock Incentive Plan (formerly known as the
Rochester Telephone Corporation Restated Executive Stock Option
Plan) (the "Plan") pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Plan and Common Stock has been passed
upon by John T. Pattison, Esq., General Attorney in the Legal
Department of the Company.
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Item 6. Indemnification of Directors and Officers
The Business Corporation Law of the State of New York
("BCL") provides that if a derivative action is brought against a
director or officer, the Company may indemnify him or her against
amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by him or her in connection with the
defense or settlement of such action, if such director or officer
acted in good faith for a purpose which he or she reasonably
believed to be in the best interests of the Company, except that
no indemnification shall be made without court approval in
respect of a threatened action, or a pending action settled or
otherwise disposed of, or in respect of any matter as to which
such director or officer has been found liable to the Company.
In a nonderivative action or threatened action, the BCL provides
that the Company may indemnify a director or officer against
judgments, fines, amounts paid in settlement and reasonable
expenses, including attorneys' fees incurred by him or her in
defending such action if such director or officer acted in good
faith for a purpose which he or she reasonably believed to be in
the best interests of the Company.
Under the BCL, a director or officer who is successful,
either in a derivative or nonderivative action, is entitled to
indemnification as outlined above. Under any other
circumstances, such director or officer may be indemnified only
if certain conditions specified in the BCL are met. The
indemnification provisions of the BCL are not exclusive of any
other rights to which a director or officer seeking
indemnification may be entitled pursuant to the provisions of the
certificate of incorporation or the bylaws of a corporation or,
when authorized by such certificate of incorporation or bylaws,
pursuant to a shareholders' resolution, a directors' resolution
or an agreement providing for such indemnification.
The above is a general summary of certain provisions of
the BCL and is subject, in all cases, to the specific and
detailed provisions of Sections 721-725 of the BCL.
The Restated Certificate of Incorporation of the Company
limits the personal liability of directors to the Company or its
shareholders to the fullest extent permitted by the BCL.
Article II, Section 12, of the Company's By-Laws contains
provisions authorizing indemnification by the Company of
directors and officers against certain liabilities and expenses
which they may incur as directors and officers of the Company or
of certain other entitles in accordance with, and to the fullest
extent permitted by, Sections 721-725 of the BCL.
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Section 726 of the BCL also contains provisions
authorizing a corporation to obtain insurance on behalf of any
director and officer against liabilities, whether or not the
corporation would have the power to indemnify against such
liabilities. The Company maintains Executive Liability and
Defense coverage under which the directors and officers of the
Company are insured, subject to the limits of the policy, against
certain losses, as defined in the policy, arising from claims
made against such directors and officers by reason of any
wrongful acts as defined in the policy, in their respective
capacities as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
Item 9. Undertakings.
A. Post-Effective Amendments
(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;
(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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3 or
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) The undersigned registrant hereby undertakes that, for
the purposes of determining 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 herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers or persons controlling the Company pursuant to the
foregoing provisions, the Company has been informed 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.
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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 *
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Patricia C. Barron
Director
Date: May 24, 1995 By: /s/ Raul E. Cesan*
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Raul E. Cesan
Director
Date: May 24, 1995 By: /s/ Brenda E. Edgerton*
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Brenda E. Edgerton
Director
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Date: May 24, 1995 By: /s/ Jairo A. Estrada*
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Jairo A. Estrada
Director
Date: May 24, 1995 By: /s/ Daniel E. Gill*
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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*
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Douglas H. McCorkindale
Director
Date: May 24, 1995 By: /s/ Dr. Leo J. Thomas*
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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
4-1 Frontier Corporation Management Stock
Incentive Plan Herewith
4-2 Restated Certificate of Incorporation of
Frontier Corporation is incorporated by
reference to Exhibit 3.1 to Form 10-K for
the year ended December 31, 1994.
(File No. 1-4166)
4-3 By-Laws of Frontier Corporation 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 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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EXHIBIT 4
[2/14/95]
FRONTIER CORPORATION
MANAGEMENT STOCK INCENTIVE PLAN
1. BACKGROUND AND PURPOSE
On April 27, 1994, the shareholders of Rochester
Telephone Corporation approved the Restated Executive Stock
Option Plan. Frontier Corporation (the "Company"), as successor
to Rochester Telephone Corporation, hereby continues, amends,
restates and renames the Restated Executive Stock Option Plan as
the Frontier Corporation Management Stock Incentive Plan (the
"Plan"). The purpose of this restated Plan remains to enable the
Company to attract and retain key employees and provide them with
an incentive to maintain and enhance the Company's long-term
performance record. It is intended that this purpose will best
be achieved by granting eligible key employees incentive stock
options ("ISOs"), non-qualified stock options ("NQSOs") and
restricted stock grants, individually or in combination, under
this Plan pursuant to the rules set forth in Sections 83, 162(m),
421 and 422 of the Internal Revenue Code, as amended from time to
time.
2. ADMINISTRATION
The Plan shall be administered by the Company's
Committee on Management (the "Committee"). This Committee shall
consist of at least two members of the Company's Board of
Directors all of whom shall, unless the Board determines
otherwise, be "outside directors" as this term is defined in Code
Section 162(m) and regulations thereunder and none of whom during
the twelve months prior to commencement of service on the
Committee, or during such service, has been granted or awarded
any equity security or derivative security of the Company
pursuant to the Plan or, except as permitted by Rule 16b-3
(c)(2)(i), or any successor provision, promulgated pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange
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Act"), any other plan of the Company. Subject to the provisions
of the Plan, the Committee shall possess the authority, in its
discretion, (a) to determine the employees of the Company to
whom, and the time or times at which, ISOs and/or NQSOs (ISOs and
NQSOs are collectively referred to as "options") and restricted
stock grants (all three types of grants are collectively referred
to as "awards") shall be granted; (b) to determine at the time of
grant whether an award will be an ISO, a NQSO, a restricted stock
grant or a combination of these awards and the number of shares
to be subject to each award; (c) to prescribe the form of the
award agreements and any appropriate terms and conditions
applicable to the awards and to make any amendments to such
agreements or awards; (d) to interpret the Plan; (e) to make and
amend rules and regulations relating to the Plan; and (f) to make
all other determinations necessary or advisable for the
administration of the Plan. The Committee's determinations shall
be conclusive and binding. No member of the Committee shall be
liable for any action taken or decision made in good faith
relating to the Plan or any award granted hereunder.
3. ELIGIBLE EMPLOYEES
Awards may be granted under the Plan only to employees
of the Company and its subsidiaries (which shall include all
corporations of which at least fifty percent of the voting stock
is owned by the Company directly or through one or more
corporations at least fifty percent of the voting stock of which
is so owned) who hold a position of manager or higher and who
have the capability of making a substantial contribution to the
success of the Company.
4. SHARES AVAILABLE
The total number of shares of the Company's Common Stock
(par value of $1.00 per share) available in the aggregate for
awards under this Plan during any calendar year shall not exceed
one percent (1%) of the number of issued shares of the Company's
Common Stock, including treasury shares, determined as of the
first day of such calendar year (subject to substitution or
adjustment as provided in Section 10). In addition, not more
than 5 million shares of Common Stock shall be available for ISO
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awards during the term of the Plan. Finally, the aggregate
number of shares which may be issued under restricted stock
grants at any one time during the life of the Plan may not exceed
three percent (3%) of the number of issued shares, including
treasury shares, of the Company's Common Stock. Shares to be
granted may be authorized and unissued shares or may be treasury
shares.
The total number of shares with respect to which ISO and
NQSO awards in the aggregate may be granted to any one
participant may not exceed 500,000 per calendar year (subject to
substitution or adjustment as provided in Section 10). The total
number of shares with respect to which restricted stock awards
may be granted to any one participant shall not exceed 100,000
per calendar year (subject to substitution or adjustment as
provided in Section 10).
If an award expires, terminates or is cancelled without
being exercised or becoming vested, new awards may thereafter be
granted under the Plan covering such shares unless Rule 16b-3
provides otherwise. No award may be granted more than 10 years
after the effective date of the Plan.
5. TERMS AND CONDITIONS OF ISOS
Each ISO granted under the Plan shall be evidenced by an
ISO option agreement in such form as the Committee shall approve
from time to time, which agreement shall conform with this Plan
and contain the following terms and conditions:
(a) Exercise Price. The exercise price under each
option shall equal the fair market value of the Common Stock
at the time such option is granted, or, if there was no
trading in such stock on the date of such grant, the closing
price on the last preceding day on which there was such
trading. If an option is granted to an officer or employee
who at the time of grant owns stock possessing more than ten
percent of the total combined voting power of all classes of
stock of the Company (a "10-percent Shareholder"), the
purchase price shall be at least 110 percent of the fair
market value of the stock subject to the option.
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(b) Duration of Option. Each option by its terms
shall not be exercisable after the expiration of ten years
from the date such option is granted. In the case of an
option granted to a 10-percent Shareholder, the option by
its terms shall not be exercisable after the expiration of
five years from the date such option is granted.
(c) Options Nontransferable. Each option by its terms
shall not be transferable by the participant otherwise than
(i) by will or the laws of descent and distribution, (ii)
pursuant to a domestic relations order, or (iii) to the
extent permitted under the option agreement or
interpretation of the Committee, by gift to family members
or entities beneficially owned by family members or other
permitted transferees under Rule 16b-3 promulgated under the
Exchange Act, and shall be exercisable, during the
participant's lifetime, only by the participant, the
participant's guardian or the participant's legal
representative, the participant's transferee under a
domestic relations order or other permitted transferee under
this section. To the extent required for the option grant
and/or exercise to be exempt under Rule 16b-3, options (or
the shares of Common Stock underlying the options) must be
held by the participant for at least six months following
the date of grant.
(d) Exercise Terms. Each option granted under the Plan
shall become exercisable with respect to 33 1/3 percent of
the shares subject thereto on the first anniversary of the
date of grant and with respect to an additional 33 1/3
percent of such shares on each of the second and third
anniversaries of such date of grant. Options may be
partially exercised from time to time during the period
extending from the time they first become exercisable until
the tenth anniversary (fifth anniversary for a 10-percent
Shareholder) of the date of grant.
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No outstanding option may be exercised by any
person if the employee to whom the option is granted is, or
at any time after the date of grant has been, in
competition with the Company or an affiliated company,
including Upstate Cellular Network. The Committee has the
sole discretion to determine whether an employee's actions
constitute competition with the Company or an affiliated
company, including Upstate Cellular Network. The Committee
may impose such other terms and conditions on the exercise
of options as it deems appropriate to serve the purposes
for which this Plan has been established.
(e) Maximum Value of ISO Shares. No ISO shall be
granted to an employee under this Plan or any other ISO
plan of the Company or its subsidiaries to purchase shares
as to which the aggregate fair market value (determined as
of the date of grant) of the Common Stock which first
become exercisable by the employee in any calendar year
exceeds $100,000.
(f) Payment of Exercise Price. An option shall be
exercised upon written notice to the Company accompanied by
payment in full for the shares being acquired. The payment
shall be made in cash, by check or, if the option agreement
so permits, by delivery of shares of Common Stock of the
Company beneficially owned by the participant, duly
assigned to the Company with the assignment guaranteed by a
bank, trust company or member firm of the New York Stock
Exchange, or by a combination of the foregoing. Any such
shares so delivered shall be deemed to have a value per
share equal to the fair market value of the shares on such
date. For this purpose, fair market value shall equal the
closing price of the Company's Common Stock on the New York
Stock Exchange on the date the option is exercised, or, if
there was no trading in such stock on the date of such
exercise, the closing price on the last preceding day on
which there was such trading.
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6. TERMS AND CONDITIONS FOR NQSOS
Each NQSO granted under the Plan shall be evidenced by a
NQSO option agreement in such form as the Committee shall approve
from time to time, which agreement shall conform to this Plan and
contain the same terms and conditions as the ISO option agreement
except that the 10-percent Shareholder restrictions in Sections
5(a) and 5(b) and the maximum value of share rules of Section
5(e) shall not apply to NQSO grants. To the extent an option
initially designated as an ISO exceeds the value limit of
Section 5(e), it shall be deemed a NQSO and shall otherwise
remain in full force and effect.
7. TERMS AND CONDITIONS OF RESTRICTED STOCK GRANTS
The Committee may, evidenced by such written agreement
as the Committee shall from time to time prescribe, grant to an
eligible employee a specified number of shares of the Company's
Common Stock which shall vest only after the attainment of the
relevant restrictions described in Section 7(b) below
("restricted stock"). Such restricted stock shall have an
appropriate restrictive legend affixed thereto. A restricted
stock grant shall be neither an option nor a sale, but shall be
subject to the following conditions and restrictions:
(a) Restricted stock may not be sold or otherwise
transferred by the participant until ownership vests,
provided however, to the extent required for the
restricted stock grant to be exempt under Rule 16b-3,
the restricted stock must be held by the participant
for at least six months following the date of
vesting.
(b) Ownership shall vest only following satisfaction of
one or more of the following criteria as the
Committee may prescribe:
(1) the passage of three years, or such longer
period of time as the Committee in its
discretion may provide, from the date of grant.
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(2) the attainment of performance-based goals
established by the Committee as of the date of
grant. If the participant's compensation is
subject to the $1 million cap of Code Section
162(m), the Committee may establish such
performance goals based on one or more of the
following targets:
- total shareholder return
- earnings per share growth
- cash flow growth
- return on equity and/or
If the participant's compensation is not subject
to the $1 million cap of Code Section 162(m),
the Committee may establish the performance goal
on the basis of the preceding four targets or
any other target it may from time to time deem
appropriate in its discretion.
(3) any other conditions the Committee may
prescribe, including a non-compete requirement.
(c) Unless the Committee shall determine otherwise with
respect to participants whose compensation is not
governed by Code Section 162(m), the Committee shall
grant and administer all performance-based awards
under (b)(2) above with the intent of meeting the
criteria of Code Section 162(m) for performance-based
compensation. To this end, the outcome of all
targeted goals shall be substantially uncertain on
the date of grant; the goals shall be established no
later than 90 days following the commencement of
service to which the goals relate; the minimum period
for attaining each performance goal shall be one
year; and the Committee shall certify at the
conclusion of the performance period whether the
performance-based goals have been attained. Such
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certification may be made by noting the attainment of the
goals in the minutes of the Committee's meetings.
(d) Except as otherwise determined by the Committee, all
rights and title to restricted stock granted to a
participant under the Plan shall terminate and be
forfeited to the Company upon failure to fulfill all
conditions and restrictions applicable to such
restricted stock.
(e) Except for the restrictions set forth in this Plan
and those specified by the Committee in any
restricted stock agreement, a holder of restricted
stock shall possess all the rights of a holder of the
Company's Common Stock (including voting and dividend
rights); provided, however, that prior to vesting the
certificates representing such shares of restricted
stock (and the amount of any dividends issued with
respect thereto) shall be held by the Company for the
benefit of the participant and the participant shall
deliver to the Company a stock power executed in
blank covering such shares. As the shares vest,
certificates representing such shares shall be
released to the participant.
(f) All other provisions of the Plan not inconsistent
with this section shall apply to restricted stock or
the holder thereof, as appropriate, unless otherwise
determined by the Committee.
8. GENERAL RESTRICTION ON ISSUANCE OF STOCK CERTIFICATES
The Company shall not be required to deliver any
certificate upon the grant, vesting or exercise of any award or
option until it has been furnished with such opinion,
representation or other document as it may reasonably deem
necessary to insure compliance with any law or regulation of the
Securities and Exchange Commission or any other governmental
authority having jurisdiction under this Plan. Certificates
delivered upon such grant or exercise may bear a legend
restricting transfer absent such compliance. Each award shall be
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subject to the requirement that, if at any time the Committee
shall determine, in its discretion, that the listing,
registration or qualification of the shares subject to such award
upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition of, or in connection
with, the granting of such awards or the issue or purchase of
shares thereunder, such awards may not vest or be exercised in
whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee
in the exercise of its reasonable judgment.
9. IMPACT OF TERMINATION OF EMPLOYMENT
(a) Options
If the employment of a participant terminates by
reason of the participant's disability or death, any option may
be exercised, in the case of disability, by the participant or,
in the case of death, the participant's designated beneficiary
(or personal representative if there is no designated
beneficiary) at any time prior to the earlier of the expiration
date of the option or the expiration of three years after the
date of disability or death, but only if, and to the extent that
the participant was entitled to exercise the option at the date
of disability or death. If the employment of a participant
terminates at any time on or after the participant is entitled to
receive an early retirement service pension or a normal service
pension under Sections 5.1, 5.2, or 5.3 of the Management Pension
Plan, or the equivalent plan if the participant is not a
participant in the Management Pension Plan, the participant may
exercise any options pursuant to the terms of the option
agreement governing such options. Upon termination of the
participant's employment for any reason other than retirement,
disability or death, all options held by the participant, whether
vested or not, shall be forfeited. An option that remains
exercisable after the expiration of three months from termination
of employment shall be treated as a NQSO after three months even
if it would have been treated as an ISO if exercised within three
months of termination. Notwithstanding the foregoing, an option
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may not be exercised after retirement if the Committee reasonably
determines that the termination of employment of such participant
resulted from willful acts, or failure to act, by the participant
detrimental to the Company or any of its subsidiaries.
(b) Restricted Stock Grants
(i) Passage of Time Vesting. If a participant has
been awarded restricted stock whose vesting is conditioned solely
on the passage of time, any termination of employment for any
reason, shall result in the forfeiture of all restricted stock
awards that were not vested prior to the termination of
employment except as otherwise provided by the Committee.
(ii) Performance-Based Vesting. If a participant has
been awarded restricted stock whose vesting is based solely on
the attainment of performance-based goals or partly on the
attainment of performance-based goals and partly on the passage
of time, any termination of employment except death, disability
or retirement under Sections 5.1, 5.2 or 5.3 of the Management
Pension Plan shall result in the forfeiture of all restricted
stock awards that were not vested prior to the termination of
employment. A participant who terminates employment on account
of death, disability or retirement may, if the performance-based
criteria are eventually attained, be awarded (or, in the event of
death, the participant's designated beneficiary or personal
representative if there is no designated beneficiary shall be
awarded) up to a pro rata portion of the restricted shares based
on the participant's length of service as of his or her
termination of employment over the length of the award period
ending on the date the performance-based criteria are satisfied
(or the passage of time would have been satisfied, if later, for
an award based in part on performance goals and in part on the
passage of time). The Committee shall have the discretion
whether to grant a full pro rata portion of the restricted
shares, a lesser portion or no shares at all under this
subsection (b)(ii).
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(c) Acts Not Constituting Termination of Employment.
Unless otherwise determined by the Committee, an
authorized leave of absence shall not constitute a termination of
employment for purposes of this Plan. In addition, participants
who transfer employment within the Frontier Group of companies,
including Upstate Cellular Network, shall not be considered to
have terminated employment. Any such transferred participants
shall remain eligible to exercise previously granted options and
to vest in restricted stock awards in accordance with their terms
as if no termination occurred and shall be eligible to receive
additional awards pursuant to the terms of employment with their
new employer.
10. ADJUSTMENT OF SHARES
In the event of any change in the Common Stock of the
Company by reason of any stock dividend, stock split,
recapitalization, reorganization, merger, consolidation,
split-up, combination, or exchange of shares, or rights offering
to purchase Common Stock at a price substantially below fair
market value, or of any similar change affecting the Common
Stock, the number and kind of shares authorized under Section 4,
the number and kind of shares which thereafter are subject to an
award under the Plan and the number and kind of unexercised
options and unvested shares set forth in awards under outstanding
agreements and the price per share shall be adjusted
automatically consistent with such change to prevent substantial
dilution or enlargement of the rights granted to, or available
for, participants in the Plan.
11. WITHHOLDING TAXES
Whenever the Company proposes or is required to issue or
transfer shares of Common Stock under the Plan, or whenever
restricted stock vests, the Company shall have the right to
require the recipient to remit to the Company an amount
sufficient to satisfy any federal, state and/or local income and
employment withholding tax requirements prior to the delivery of
any certificate or certificates for such shares or to take any
<PAGE>
<PAGE>12
other appropriate action to satisfy such withholding
requirements. Notwithstanding the foregoing, subject to such
rules as the Committee may promulgate and compliance with any
requirements under Rule 16b-3, the recipient may satisfy such
obligation in whole or in part by electing to have the Company
withhold shares of Common Stock from the shares to which the
recipient is otherwise entitled.
12. NO EMPLOYMENT RIGHTS
The Plan and any awards granted under the Plan shall not
confer upon any participant any right with respect to continuance
as an employee of the Company or any subsidiary, nor shall they
interfere in any way with the right of the Company or any
subsidiary to terminate the participant's position as an employee
at any time.
13. RIGHTS AS A SHAREHOLDER
The recipient of any option under the Plan shall have no
rights as a shareholder with respect thereto unless and until
certificates for the underlying shares of Common Stock are issued
to the recipient. The recipient of a restricted stock grant
shall have all rights of a shareholder except as otherwise
limited by the terms of this Plan.
14. AMENDMENT AND DISCONTINUANCE
This Plan may be amended, modified or terminated by the
Committee or by the shareowners of the Company, except that the
Committee may not, without approval of the shareholders,
materially increase the benefits accruing to participants under
the Plan, increase the maximum number of shares as to which
awards may be granted under the Plan, change the basis for making
performance-based awards for participants whose compensation is
subject to Section 162(m), change the minimum exercise price of
options, change the class of eligible persons, extend the period
for which awards may be granted or exercised, or withdraw the
authority to administer the Plan from the Committee or a
committee of the Committee consisting solely of outside directors
unless the Board determines that inside directors may serve on
<PAGE>
<PAGE>13
the Committee. Notwithstanding the foregoing, to the extent
permitted by law, the Committee may amend the Plan without the
approval of shareholders, to the extent it deems necessary to
cause the Plan to comply with Securities and Exchange Commission
Rule 16b-3 or any successor rule, as it may be amended from time
to time. Except as required by law, no amendment, modification,
or termination of the Plan may, without the written consent of a
participant to whom any award shall theretofore have been
granted, adversely affect the rights of such participant under
such award.
15. CHANGE IN CONTROL
(a) Notwithstanding other provisions of the Plan, in
the event of a change in control of the Company (as defined in
subsection (c) below), all of a participant's restricted stock
awards shall become immediately vested to the same extent as if
all restrictions had been satisfied and all options shall become
immediately vested and exercisable, unless directed otherwise by
a resolution of the Committee adopted prior to and specifically
relating to the occurrence of such change in control.
(b) In the event of a change in control each
participant holding an exercisable option (i) shall have the
right at any time thereafter during the term of such option to
exercise the option in full notwithstanding any limitation or
restriction in any option agreement or in the Plan, and (ii) may,
subject to Committee approval and after written notice to the
Company within 60 days after the change in control, or, if the
participant is an officer subject to Section 16 of the Exchange
Act and to the extent required to exempt the transaction under
Rule 16b-3, during the period beginning on the third business day
and ending on the twelfth business day following the first
release for publication by the Company after such change of
control of a quarterly or annual summary statement of earnings,
which release occurs at least six months following grant of the
option, whichever period is longer, receive, in exchange for the
surrender of the option or any portion thereof to the extent the
option is then exercisable in accordance with clause (i), an
amount of cash equal to the difference between the fair market
value (as determined by the Committee) on the date of surrender
<PAGE>
<PAGE>14
of the Common Stock covered by the option or portion thereof
which is so surrendered and the option price of such Common Stock
under the option.
(c) For purposes of this section, "change in control"
means:
1) there shall be consummated
i. any consolidation or merger of the Company in
which the Company is not the continuing or
surviving corporation or pursuant to which any
shares of the Company's common stock are to be
converted into cash, securities or other property,
provided that the consolidation or merger is not
with a corporation which was a wholly-owned
subsidiary of the Company immediately before the
consolidation or merger; or
ii. any sale, lease, exchange or other transfer (in
one transaction or a series of related
transactions) of all, or substantially all, of the
assets of the Company; or
2) the shareholders of the Company approve any plan or
proposal for the liquidation or dissolution of the
Company; or
3) any person (as such term is used in Sections 13(d) and
14(d) of the Exchange Act) shall become the beneficial
owner (within the meaning of Rule 13d-3 under the
Exchange Act), directly or indirectly, of 30% or more
of the Company's then outstanding common stock,
provided that such person shall not be a wholly-owned
subsidiary of the Company immediately before it becomes
such 30% beneficial owner; or
4) individuals who constitute the Company's Board of
Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director
<PAGE>
<PAGE>15
subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least three quarters of the directors
comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of the Company in which
such person is named as a nominee for director, without
objection to such nomination) shall be, for purposes of this
clause (d), considered as though such person were a member
of the Incumbent Board.
16. EFFECTIVE DATE
The effective date of the Plan shall be the date this
restated Plan is approved by the affirmative vote of the owners
of a majority of the Company's outstanding shares of Common
Stock.
17. DEFINITIONS
Any terms or provisions used herein which are defined in
Sections 83, 162(m), 421, or 422 of the Internal Revenue Code as
amended, or the regulations thereunder or corresponding
provisions of subsequent laws and regulations in effect at the
time awards are made hereunder, shall have the meanings as
therein defined.
18. GOVERNING LAW
To the extent not inconsistent with the provisions of
the Internal Revenue Code that relate to awards, this Plan and
any award agreement adopted pursuant to it shall be construed
under the laws of the State of New York.
Dated: 4/26/95 FRONTIER CORPORATION
/s/ Josephine S. Trubek
By -------------------------
Josephine S. Trubek
Corporate Secretary
Date of Shareholder Approval: April 26, 1995
<PAGE>1
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
Restated Executive Stock Option 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.
<PAGE>
<PAGE>2
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
<PAGE>
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 Statements 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
-------------------------
Patricia C. Barron
/s/ Ronald L. Bittner
-------------------------
Ronald L. Bittner
/s/ Raul E. Cesan
-------------------------
Raul E. Cesan
<PAGE>
<PAGE>
/s/ Brenda Evans Edgerton
-------------------------
Brenda Evans Edgerton
/s/ Jairo A. Estrada
-------------------------
Jairo A. Estrada
/s/ Daniel E. Gill
-------------------------
Daniel E. Gill
/s/ Alan C. Hasselwander
-------------------------
Alan C. Hasselwander
/s/ Douglas H. McCorkindale
-------------------------
Douglas H. McCorkindale
/s/ Dr. Leo J. Thomas
-------------------------
Dr. Leo J. Thomas
