<PAGE> 1
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
AMERILINK CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-1409345
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
1900 East Dublin-Granville Road
Columbus, Ohio 43229
(614) 895-1313
(Address, including ZIP Code, and telephone number, including area code,
of registrant's principal executive office)
1994 STOCK INCENTIVE PLAN
LARRY R. LINHART
President and Chief Executive Officer
AMERILINK CORPORATION
1900 East Dublin-Granville Road
Columbus, Ohio 43229
(614) 895-1313
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price Registration Fee
- ------------------------------- ---------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
Common Shares, without par value 600,000 $10.625 $6,375,000 $1,772.25
=================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) and calculated on the basis of the
average of the high and low sales prices for the Common Shares on May 20,
1999, as reported by The Nasdaq National Market.
<PAGE> 2
STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement relates to the first amendment to 1994
Stock Incentive Plan that, among other things, increases the number of common
shares, without par value, of the Registrant ("Common Shares") authorized to be
issued thereunder from 350,000 to 950,000. The contents of the Registrant's
Registration Statement on Form S-8 with respect to its 1994 Stock Incentive
Plan, Registration No. 33-96424, filed with the Securities and Exchange
Commission on August 31, 1995, are hereby incorporated herein by reference
pursuant to General Instruction E to Form S-8. Also pursuant to General
Instruction E to Form S-8, the filing fee is being paid only with respect to the
600,000 Common Shares not previously registered.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 Columbus, State of Ohio, as of May 26, 1999.
AMERILINK CORPORATION
By: /s/ Larry R. Linhart
---------------------------------
Larry R. Linhart
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of the 26th day of May, 1999 by
the following persons in the capacities indicated.
Signature Title
- --------- -----
/s/ Larry R. Linhart Chairman of the Board of
- --------------------- Directors, President and
Larry R. Linhart Chief Executive Officer
(principal executive
officer)
* Treasurer and Vice
- --------------------- President-Finance
James W. Brittan (principal financial and
accounting officer)
* Director
- ---------------------
Robert L. Powelson
* Director
- ---------------------
Robert D. Setzer
* Director
- ---------------------
William H. Largent
* Director
- ---------------------
Richard W. Rubenstein
<PAGE> 3
Signature Title
- --------- -----
* Director
- ---------------------
George R. Manser
*By: /s/ Larry R. Linhart
---------------------
Larry R. Linhart,
Attorney-in-Fact
<PAGE> 4
INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
5 Opinion and consent of legal
counsel re legality of
securities.
23.1 The consent of legal counsel
is included in Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24 Powers of attorney.
<PAGE> 1
Exhibit 5
May 26,
AmeriLink Corporation
1900 East Dublin-Granville Road
Columbus, Ohio 43229
Dear Sirs:
We have acted as counsel to Amerilink Corporation (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission. The Registration Statement relates to the offering of up to 600,000
additional Common Shares, without par value, of the Company (the "Shares")
pursuant to its 1994 Stock Incentive Plan, as amended by a certain First
Amendment thereto that, among other things, increases the number of Common
Shares authorized to be issued thereunder from 350,000 to 950,000 (as amended,
the "Plan").
In connection with the transactions described herein, we have examined
such corporate records and other documents and certificates of public officials
as we have deemed necessary in order for us to render the opinion set forth
below.
Based upon the foregoing, we are of the opinion that:
The Shares to be issued under the Plan have been duly authorized, and
will be, when issued, delivered and paid for upon exercise of options granted
under the Plan in accordance with their respective terms, legally issued,
fully-paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY L.L.P.
<PAGE> 1
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
pertaining to the AmeriLink Corporation 1994 Stock Incentive Plan of our report
dated May 15, 1998, with respect to the consolidated financial statements of
AmeriLink Corporation included in its Annual Report (Form 10-K) for the year
ended March 29, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Columbus, Ohio
May 24, 1999
<PAGE> 1
Exhibit 24
POWERS OF ATTORNEY
------------------
Know All Men By These Presents, that, with respect to the 1994 Stock
Incentive Plan of AmeriLink Corporation, an Ohio corporation (the "Company"), as
the same may be amended from time to time, each person whose signature appears
below constitutes and appoints Larry R. Linhart, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities:
(a) to sign registration statements on Form S-8 relating to the
securities of the Company, and any and all amendments (including post-effective
amendments) to such registration statements, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission; and
(b) to sign appropriate registration statements for, and/or requests
for exemption from registration and other securities laws requirements of, any
and all states of the United States, Canada any and all provinces of Canada, and
any and all other countries and their states, provinces and other appropriate
units, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the applicable government agencies, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 and other
laws referred to above, this Power of Attorney has been signed below as of the
26th day of May, 1999 by the following persons in the capacities indicated.
Signature Title
- --------- -----
/s/ James W. Brittan Treasurer and Vice
- ---------------------- President-Finance
James W. Brittan (principal financial and
accounting officer)
/s/ Robert L. Powelson Director
- ----------------------
Robert L. Powelson
/s/ Robert D. Setzer Director
- ----------------------
Robert D. Setzer
<PAGE> 2
Signature Title
- --------- -----
/s/ William H. Largent Director
- ----------------------
William H. Largent
/s/ Richard W. Rubenstein Director
- ----------------------
Richard W. Rubenstein
/s/ George R. Manser Director
- ----------------------
George R. Manser
