Registration No. 333-
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)
FRONTIER CORPORATION
OMNIBUS 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
------------------------------------------------------------
(Name, address and telephone number of agent for service)
------------------------------------------------------------
Copy to: Barbara J. LaVerdi, Esq.
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 Registered per Share* Price* Fee*
- -----------------------------------------------------------------
Common Stock 500,000 $32.79 $16,395,000 $4,836.53
$1.00 par shares
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 April 2, 1998.
<PAGE>
<PAGE>
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, 1997 pursuant to Section 13 of the
Securities Exchange Act of 1934.
(b) All other reports filed by the Company pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934
since December 31, 1997.
(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.
All documents subsequently filed by the Company or the
Company's Omnibus Incentive 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 Barbara J. LaVerdi Esq., Senior Attorney in the Office of
the Secretary of the Company.
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.
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;
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.
<PAGE>
<PAGE>
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 April 7, 1998.
FRONTIER CORPORATION
/s/ Joseph P. Clayton
By: ------------------------
Joseph P. Clayton
Chief Executive Officer,
President and Director
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/ James G. Dole
Date: April 8, 1998 By: --------------------------
James G. Dole
Senior Vice President and
Controller
(principal financial and
accounting officer)
<PAGE>
<PAGE>
SIGNATURES
DIRECTORS
*
Date: April 7, 1998 By: -------------------------
Patricia C. Barron
*
Date: April 7, 1998 By: -------------------------
Raul E. Cesan
Date: April 7, 1998 *
By: -------------------------
Brenda E. Edgerton
*
Date: April 7, 1998 By: -------------------------
Jairo A. Estrada
Date: By: -------------------------
Michael E. Faherty
*
Date: April 7, 1998 By: -------------------------
Daniel E. Gill
*
Date: April 7, 1998 By: --------------------------
Alan C. Hasselwander
*
Date: April 7, 1998 By: --------------------------
Robert J. Holland, Jr.
*
Date: April 7, 1998 By: ----------------------------
Douglas H. McCorkindale
*
Date: April 7, 1998 By: ----------------------------
Dr. Leo J. Thomas
/s/ Josephine S. Trubek
* By: -------------------------
Josephine S. Trubek
Attorney-In-Fact
<PAGE>
<PAGE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the trustees (or other persons who administer the
employee benefit plan) have 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 the 7th day of April, 1998.
FRONTIER OMNIBUS INCENTIVE PLAN
/s/ Kenneth P. Schirmuhly
By: --------------------------
Kenneth P. Schirmuhly
Director - Compensation and
Benefits
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Reference
- ------ ----------- ----------
4.1 Restated Certificate of Incorporated by reference
Incorporation dated to Exhibit 3.1 to Form
January 24, 1995 10-K for the year ended
December 31, 1995
4.2 Amendment to Restated Incorporated by reference
Certificate of Incorporation to Exhibit 3.2 to Form
dated April 9, 1995 10-K for the year ended
December 31, 1995
4.3 By-Laws Incorporated by reference
to Exhibit 3.3 to Form
10-K for the year ended
December 31, 1997
5 Opinion of Barbara J. Filed herewith
LaVerdi Esq. as to legality
of Plan
23-1 Consent of Barbara J. LaVerdi,
Esq. is contained in her
opinion filed as Exhibit 5
to this Registration Statement
23-2 Consent of Price Waterhouse Filed herewith
LLP, independent accountants
23-3 Consent of Ernst & Young Filed herewith
LLP, independent accountants
24 Powers of Attorney Filed herewith
<PAGE>
EXHIBIT 5
April 7, 1998
Securities and Exchange Commission
Washington, D.C. 20549
RE: Frontier Corporation
Registration Statement on Form S-8
Omnibus Incentive Plan
Ladies and Gentlemen:
I am a senior attorney and Assistant Secretary of Frontier
Corporation (the "Company") and have acted on behalf of the
Company in connection with its Registration Statement on Form S-8
to register under the Securities Act of 1933 500,000 shares of
Common Stock of the Company to be issued pursuant to the
Company's Omnibus Incentive 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 shares have
been duly authorized by the Company for issuance pursuant to the
Plan, and will, when issued in accordance with such plan, 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/ Barbara J. LaVerdi
Barbara J. LaVerdi, Esq.
Assistant Secretary
<PAGE>
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
April 7, 1998
<PAGE>
EXHIBIT 23.3
[LETTERHEAD]
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Frontier Corporation
Omnibus Incentive 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.
Ernst & Young LLP
Detroit, Michigan
April 3, 1998
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 any Registration
Statements filed under said Act, covering any offering of
securities made, or deemed to be made, in connection with the
Frontier Omnibus 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 January, 1998.
/s/ Patricia C. Barron
--------------------------
Patricia C. Barron
/s/ Raul E. Cesan
--------------------------
Raul E. Cesan
--------------------------
Joseph P. Clayton
/s/ Brenda E. Edgerton
--------------------------
Brenda E. 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/ Leo J. Thomas
--------------------------
Leo J. Thomas
