<PAGE>
<PAGE>
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRONTIER 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 14646-0700
(Address of Principal Executive Offices) (Zip Code)
PRIMENET SERVICES FOR THE INTERNET, INC.
1995 STOCK OPTION PLAN
GLOBALCENTER, INC.
AMENDED AND RESTATED 1997 STOCK PLAN
(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
---------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
---------------------------------------------------
Copy to:
Martin T. McCue, Esq.
General Counsel
Frontier Corporation
180 South Clinton Avenue
Rochester, New York 14646-0700
<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered(1) Registered per Share(2) Price(2) Fee(2)
- -----------------------------------------------------------------
Common Stock 1,061,400 $32.32 $34,304,448 $10,119.81
$1.00 par shares
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 GlobalCenter, Inc. ("GCI").
Following the Merger, the options under the Plans to acquire
Common Stock, par value $.01 per share, of GCI will
constitute options ("Options") to acquire the Option Shares.
(2) Estimated only for the purpose of calculating the
registration fee pursuant to Rule 457(h). 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 March 24, 1998.
<PAGE>
<PAGE>
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).
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, 1997;
(b) The Company's Current Reports on Form 8-K dated
January 30, 1998; March 2, 1998; and
(c) 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.
<PAGE>
<PAGE>
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.
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.
<PAGE>
<PAGE>
ITEM 8. EXHIBITS
Exhibits
4.1 - Restated Certificate of Incorporation of Frontier
Corporation ("Frontier") dated January 24, 1995 is
incorporated by reference to Exhibit 3 to Form 10-K for
the year ended December 31, 1995 (File No. 1-4166).
4.2 - Amendment to Restated Certificate of Incorporation of
Frontier dated April 9, 1995 is incorporated by reference
to Exhibit 3-2 to Form 10-K for the year ended December
31, 1995 (File No. 1-4166).
4.3 - By-laws of Frontier are incorporated by reference to
Exhibit 3.3 to Form 10-K for the year ended December
31, 1997 (File No. 1-4166).
5 - Opinion of Martin T. McCue, General Counsel of
Frontier, as to legality of the securities being issued.
23.1 - Consent of Martin T. McCue (included in Exhibit 5).
23.2 - Consent of Price Waterhouse.
23.3 - Consent of Ernst & Young.
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
<PAGE>
<PAGE>
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.
(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,
<PAGE>
<PAGE>
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.
<PAGE>
<PAGE>
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 March 27, 1998.
FRONTIER CORPORATION
By: /s/ Joseph P. Clayton
-------------------------
Joseph P. Clayton
Chief Executive Officer
and 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.
/s/ Joseph P. Clayton
Date: March 27, 1998 ----------------------------
Joseph P. Clayton
Chief Executive Officer,
President and Director
(principal executive officer)
Date: March 27, 1998 /s/ James G. Dole
----------------------------
James G. Dole
Senior Vice President
and Controller
(principal financial and
accounting officer)
*
Date: March 27, 1998 ----------------------------
Patricia C. Barron
Director
*
Date: March 27, 1998 ----------------------------
Raul E. Cesan
Director
*
Date: March 27, 1998 ----------------------------
Brenda Evans Edgerton
Director
<PAGE>
<PAGE>
*
Date: March 27, 1998 ----------------------------
Jairo A. Estrada
Director
Date: March 27, 1998 ----------------------------
Michael E. Faherty
Director
*
Date: March 27, 1998 ----------------------------
Daniel E. Gill
Director
*
Date: March 27, 1998 ----------------------------
Alan C. Hasselwander
Director
*
Date: March 27, 1998 -----------------------------
Robert Holland, Jr.
Director
*
Date: March 27, 1998 -------------------------
Douglas H. McCorkindale
Director
*
Date: March 27, 1998 -------------------------
Dr. Leo J. Thomas
Director
*By: /s/Joseph P. Clayton
-----------------------
Joseph P. Clayton
Attorney In Fact
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------------------------------------------
4.1 - Restated Certificate of Incorporation
of Frontier Corporation ("Frontier") dated
January 24, 1995 is incorporated by
reference to Exhibit 3 to Form 10-K
for the year ended December 31, 1995
(File No. 1-4166).
4.2 - Amendment to Restated Certificate of
Incorporation of Frontier dated April 9, 1995
is incorporated by reference to
Exhibit 3-2 to Form 10-K for the year
ended December 31, 1995 (File No. 1-4166).
4.3 - By-laws of Frontier are incorporated by
reference to Exhibit 3.3 to Form 10-K
for the year ended December 31, 1997
(File No. 1-4166).
5 - Opinion of Martin T. McCue, General
Counsel of Frontier, as to legality of
the securities being issued. X
23.1 - Consent of Martin T. McCue (included
in Exhibit 5).
23.2 - Consent of Price Waterhouse. X
23.3 - Consent of Ernst & Young. X
24 - Powers of Attorney. X
<PAGE>
[FRONTIER CORPORATION LETTERHEAD]
EXHIBIT 5
March 27, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Frontier Corporation
Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General 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 1,061,400 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 GlobalCenter, Inc.("GCI") named in the
Registration Statement (the "Plans") upon the exercise of stock
options (the "Options") previously granted under the Plans in
respect of GCI common stock which, following the merger of a
wholly owned subsidiary of the Company with and into GCI on
February 27, 1998, constitute options to purchase the Shares
under the terms of the Plans and the Agreement and Plan of Merger
dated as of January 14, 1998 among the Company, Frontier
Subsidiary 98-1 Inc. and GCI (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.
<PAGE>
<PAGE>
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/ Martin T. McCue
Martin T. McCue
General Counsel
<PAGE>
[PW LETTERHEAD]
EXHIBIT 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report, dated January 26, 1998, which appears on
page 25 of the 1997 Annual Report to Shareowners of Frontier
Corporation, which is incorporated by reference in Frontier
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule,
which appears on page 30 of such Annual Report on Form 10-K.
Price Waterhouse LLP
Rochester, New York
March 25, 1998
<PAGE>
[ERNST & YOUNG LETTERHEAD]
EXHIBIT 23.3
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Frontier Corporation
Primenet Services for the Internet, Inc. 1995 Stock Option Plan
and GlobalCenter, Inc. Amended and Restated 1997 Stock Plan of
our reports dated January 17, 1996 with respect to the
consolidated financial statements and schedule of ALC
Communications Corporation and subsidiaries which reports are
included in the Form 10-K of Frontier Corporation filed with the
Securities and Exchange Commission on March 26, 1998.
Ernst & Young LLP
Detroit, Michigan
March 24, 1998
<PAGE>
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 Joseph P. Clayton,
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 the Registration
Statements filed under said Act relating to the merger of
GlobalCenter, Inc. And certain of its subsidiaries with and into
a direct or indirect subsidiary of the Company, and any and all
amendments or supplements to the foregoing, 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-4 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 15th day of January, 1998.
/s/ Patricia C. Barron
-------------------------
Patricia C. Barron
/s/ Raul E. Cesan
-------------------------
Raul E. Cesan
<PAGE>
-------------------------
Joseph P. Clayton
/s/ Brenda Evans Edgerton
---------------------------
Brenda Evans Edgerton
/s/ Jairo A. Estrada
---------------------------
Jairo A. Estrada
---------------------------
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/ Dr. Leo J. Thomas
---------------------------
Dr. Leo J. Thomas
