-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvR/wdrVHc0dSt14/0Sl3UtQD9cmyKX4IvxjdLFKNcooKK9uCL/fWCO1V8mjSupH NHzznId5TyyW4cLa3elcgA== 0000950103-99-000242.txt : 19990405 0000950103-99-000242.hdr.sgml : 19990405 ACCESSION NUMBER: 0000950103-99-000242 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990401 EFFECTIVENESS DATE: 19990401 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R H DONNELLEY CORP CENTRAL INDEX KEY: 0000030419 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 132740040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-75541 FILM NUMBER: 99586347 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9149336800 MAIL ADDRESS: STREET 1: 1 DIAMOND HILL RD CITY: MURRAY HILL STATE: NJ ZIP: 07974 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET COMPANIES INC DATE OF NAME CHANGE: 19790429 S-8 1 As filed with the Securities and Exchange Commission on April 1, 1999 Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- R.H. DONNELLEY CORPORATION (Exact name of issuer as specified in its charter) (Formerly named The Dun & Bradstreet Corporation) Delaware 2741 13-2740040 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) incorporation or One Manhattanville Road organization) Purchase, New York 10577 (914) 933-6400 (Address of principal executive offices) ----------------------- R.H. DONNELLEY CORPORATION 1991 KEY EMPLOYEES' STOCK OPTION PLAN, AS AMENDED AND RESTATED (Full title of the plan) ----------------------- Stephen B. Wiznitzer R.H. Donnelley Corporation Purchase, New York 10577 (914) 933-6400 (Name and address of agent for service) Telephone number, including area code, of agent for service: (914) 933-6400 ----------------------- CALCULATION OF REGISTRATION FEE ==================================================================================================================== Proposed Amount Maximum Proposed Amount of Title Of Securities to be Offering Price Maximum Registration to be Registered Registered(1) Per Share(2) Aggregate Offering Price(2) Fee - -------------------------------------------------------------------------------------------------------------------- Common Stock (par value $1.00 per share)...................... 2,967,348 shares(3) $14.71875 $43,675,653.375 $12,141.83 ====================================================================================================================
- --------- (1) Plus an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of computing the registration fee, based upon the average of the high and low prices of the securities being registered hereby on the New York Stock Exchange Composite Transaction Tape on March 29, 1999. (3) The Registrant hereby amends this Registration Statement wherein 17,000,000 shares of common stock, $1.00 par value ("common stock") of the Company (formerly The Dun & Bradstreet Corporation), were registered for issuance under the Dun & Bradstreet 1991 Key Employees Stock Option Plan (the "D&B Plan" and, as amended and restated to date, the R.H. Donnelley Corporation 1991 Key Employees' Stock Option Plan or the "Plan"). The number of shares registered hereunder reflects the one-for-five reverse split of Common Stock, which became effective on August 24, 1998. This Registration Statement Includes a Total of 25 Pages. Exhibit Index on Page 8. =============================================================================== PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT R.H. Donnelley Corporation, formerly The Dun & Bradstreet Corporation, (the "Registrant") hereby files this Amendment No. 1 to the Registration Statement with the Securities and Exchange Commission (the "Commission") on Form S-8 to register an additional 2,967,348 shares of the Registrant's Common Stock, par value $1.00 per share ("Common Stock"), for issuance pursuant to the Registrant's 1991 Key Employees' Stock Option Plan, as amended and restated (the "Plan") and such indeterminate number of additional shares which may be offered and issued pursuant to the Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions. ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission pursuant to the Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission 1934 Act File Number 001-07155) are incorporated by reference herein: (1) Registrant's Annual Report and amendments thereto on Form 10-K for the fiscal year ended December 31, 1998. (2) All other reports filed with the Commission by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date hereof (and prior to the filing of a post-effective amendment which indicates that all securities offered herein have been sold or which deregisters all securities then remaining unsold). (3) The description of the Registrant's Common Stock contained in the following documents: Registrant's Registration Statement on Form S-3 (Registration No. 33-10462) dated November 28, 1986, including any amendment thereto or report filed for the purpose of updating such description; and the Registrant's Form 8-A filed with the Securities and Exchange Commission on November 5, 1998 with respect to a rights plan adopted by the Registrant on October 27, 1998. Any statement contained herein or made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Reference is made to section 102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director's fiduciary duty, except (i) for breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. The Registrant's certificate of incorporation eliminates the liability of directors to the fullest extent permitted by Delaware Law. Reference is made to section 145 of the DGCL which provides that a corporation may indemnify directors and officers as well as other employees and agents against expenses (including attorney's fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action") if they 2 act in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorney's fees) incurred in connection with defense or settlement of such action, and the statute requires court approval before there can be indemnification that may be granted by a corporation's charter, by-laws, disinterested director vote, stockholder vote, agreement or otherwise. The Registrant's certificate of incorporation provides for indemnification of its directors, officers. Employees and agents to the fullest extent permitted by Delaware Law. In addition, the Registrant has purchased and maintains directors' and officers' liability insurance. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER EXHIBIT - -------- ------- 4.01................ Certificate of Incorporation of the Registrant (Incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4, File No. 333-59287).* 4.02................ Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-4, File No. 333- 59287).* 5.01................ Opinion of Davis Polk & Wardwell. 23.01............... Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.02............... Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01). 24.01............... Powers of Attorney (included on the signature page of this registration statement). 99.01............... Form of the R.H. Donnelley 1991 Key Employees' Stock Option Plan, as amended and restated. - --------- * Incorporated by reference. ITEM 9. UNDERTAKINGS (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 this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, 3 represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement; and iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement; (2) That for the purpose of determining any liability under the 1933 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; and (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 purposes of determining any 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 the 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 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 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. EXPERTS The consolidated balance sheets as of December 31, 1998 and 1997 and the related consolidated statements of operations, shareholders' equity (deficit), and cash flows for each of the three years in the period ended December 31, 1998, incorporated by reference in this S-8, have been incorporated herein in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of that firm as experts in accounting and auditing. The validity of the Common Stock offered hereunder has been passed upon by Davis Polk & Wardwell, New York, New York. 4 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 Purchase, State of New York, on this 1st day of April 1999. R.H. DONNELLEY CORPORATION By /s/ Frank R. Noonan --------------------------------- Frank R. Noonan Chairman of the Board, President and Chief Executive Officer 5 POWER OF ATTORNEY Know all men by these present, that each person whose signature appears below, constitutes and appoints Frank R. Noonan, Philip C. Danford and Stephen B. Wiznitzer and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable R. H. Donnelley Corporation to comply with the Securities Act of 1933 and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of the Registration Statement on Form S-8 under the Securities Act of 1933, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement, and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. 6 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. SIGMATURE TITLE DATE - --------- ----- ---- /s/ Frank R. Noonan Chairman-of-the Board of Directors, April 1, 1999 - ------------------------- President and Chief Executive Frank R. Noonan Officer /s/ Philip C. Danford Senior-Vice-President and Chief April 1, 1999 - ------------------------- Financial Officer Philip C. Danford /s/ Diane P. Baker - ------------------------- Director April 1, 1999 Diane P. Baker /s/ William G. Jacobi - ------------------------- Director April 1, 1999 William G. Jacobi /s/ Robert J. Kamerschen - ------------------------- Director April 1, 1999 Robert J. Kamerschen /s/ Carol J. Parry - ------------------------- Director April 1, 1999 Carol J. Parry /s/ Barry L. Williams - ------------------------- Director April 1, 1999 Barry L. Williams /s/ Anna Patruno - ------------------------- Vice-President-and Controller April 1, 1999 Anna Patruno 7 INDEX TO EXHIBITS Exhibit Number Exhibit ------- ------- 4.01 Certificate of Incorporation of the Registrant (Incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-4, File No. 333-59287).* 4.02 Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-4, File No. 333-59287).* 5.01 Opinion of Davis Polk & Wardwell. 23.01 Consent of Independent Public Accountants - PricewaterhouseCoopers LLP. 23.02 Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01). 24.01 Powers of Attorney (included on the signature page of this registration statement). 99.01 Form of the R.H. Donnelley Corporation 1991 Key Employees' Stock Option Plan, as amended and restated. - ------------------- * Incorporated by reference. 8 EX-5.01 2 Exhibit 5.01 [Davis Polk & Wardwell Letterhead] April 1, 1999 R. H. Donnelley Corporation One Manhattanville Road Purchase, New York 10577 Dear Sirs: We are acting as counsel for R. H. Donnelley Corporation (the "Registrant") in connection with its Amendment No. 1 to Registration Statement on Form S-8 (the "Registration Statement") to register under the Securities Act of 1933, as amended, 2,967,348 shares (the "Shares") of Common Stock ($1.00 par value) of the Registrant issuable pursuant to the 1991 Key Employees' Stock Option Plan, as Amended and Restated (the "Plan") of the Registrant. In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purpose of this opinion. Upon the basis of the foregoing, we are of the opinion that the Shares deliverable pursuant to the Plan have been duly authorized and, when and to the extent issued pursuant to the Plan upon receipt by the Registrant of adequate consideration therefor, will be validly issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5.01 to the Registration Statement. Very truly yours, /s/ DAVIS POLK & WARDWELL -------------------------- DAVIS POLK & WARDWELL EX-23.1 3 Exhibit 23.01 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of R.H. Donnelley Corporation on Form S-8 of our report dated February 19, 1999, on our audits of the consolidated financial statements of R. H. Donnelley Corporation as of December 31, 1998 and 1997, and for each of the three years in the period ended December 31, 1998, which report is incorporated by reference in the Annual Report on Form 10-K. We also consent to the reference to our firm under the caption "Experts." By /s/ PricewaterhouseCoopers LLP ------------------------------ PricewaterhouseCoopers LLP New York, New York March 31, 1999 EX-99.1 4 - ------------------------------------------------------------------------------- Exhibit 99.01 - ------------------------------------------------------------------------------- R. H. DONNELLEY CORPORATION 1991 KEY EMPLOYEES' STOCK OPTION PLAN, As Amended and Restated R. H. DONNELLEY CORPORATION - ------------------------------------------------------------------------------- 1991 KEY EMPLOYEES' STOCK OPTION PLAN, As Amended and Restated - ------------------------------------------------------------------------------ Page ---- 1. Purpose of the Plan.....................................................4 2. Stock Subject to the Plan...............................................4 3. Administration..........................................................4 4. Eligibility.............................................................5 5. Termination Date for Grants.............................................5 6. Terms and Conditions of Stock Options...................................5 7. Terms and Conditions of Stock Appreciation Rights......................10 8. Transfers and Leaves of Absence........................................11 9. Adjustments Upon Changes in Capitalization or Other Events.............11 10. Use of Proceeds........................................................14 11. Amendments.............................................................14 12. Effectiveness of the Plan and Amendments...............................14 R. H. DONNELLEY CORPORATION - ------------------------------------------------------------------------------- 1991 KEY EMPLOYEES' STOCK OPTION PLAN, As Amended and Restated - ------------------------------------------------------------------------------- 1. Purpose of the Plan The purpose of the Plan is to aid R.H. Donnelley Corporation (herein called the "Company") and its subsidiaries in securing and retaining key employees of outstanding ability and to motivate such employees to exert their best efforts on behalf of the Company and its subsidiaries by providing incentive through the award of stock options and stock appreciation rights. The Company expects that it will benefit from the added interest which such key employees will have in the welfare of the Company as a result of their proprietary interest in the Company's success. 2. Stock Subject to the Plan The total number of shares of Common Stock of the Company which may be issued under the Plan from and after July 1, 1998 shall be 29,800,000, subject to adjustment as provided in Section 9. The maximum number of shares for which stock options may be granted from the 1995 Annual Meeting during the remaining term of the Plan to any individual optionee shall be 7,000,000, subject to adjustment as provided in Section 9. The shares may consist, in whole or in part, of unissued shares or treasury shares. Issuance of shares of Common Stock upon exercise of a stock option or reduction of the number of shares of Common Stock subject to a stock option upon exercise of a stock appreciation right shall reduce the total number of shares of Common Stock available under the Plan. Shares which are subject to unexercised stock options which terminate or lapse may be optioned again under the Plan. 3. Administration The Board of Directors of the Company shall appoint a Compensation and Benefits Committee (herein called the "Committee") consisting of at least three members of the Board of Directors who shall administer the Plan and serve at the pleasure of the Board. Each member of the Committee shall not be eligible to participate in the Plan. The Committee shall have the authority, consistent with the Plan, to determine the provisions of the stock options and stock appreciation rights to be granted, to interpret the Plan and the stock options and the stock appreciation rights granted under the Plan, to adopt, amend and rescind rules and regulations for the administration of the Plan, the stock options and the stock appreciation rights and generally to conduct and administer the Plan and to make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Committee shall be binding upon all participants. The Committee shall require payment of any amount the Company may determine to be necessary to withhold for federal, state or local taxes as a result of the exercise of a stock option or a stock appreciation right. 4. Eligibility Key employees (but not members of the Committee and any person who serves only as a Director) of the Company and its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code")), who are from time to time responsible for the management, growth and protection of the business of the Company and its subsidiaries, are eligible to be granted stock options or stock appreciation rights under the Plan. The participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the number of shares to be covered by the stock options or stock appreciation rights or both granted to each participant. An employee may not be granted a stock option, however, if at the time such option is to be granted, such employee owns stock of the Company or any of its subsidiaries possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any such subsidiary. For purposes of the preceding sentence, the attribution rules of stock ownership set forth in Section 424(d) of the Code shall apply. The granting of a stock option or stock appreciation right under the Plan shall impose no obligation on the Company or any subsidiary to continue the employment of an optionee and shall not lessen or affect the right to terminate the employment of an optionee. 5. Termination Date for Grants No stock option or stock appreciation right may be granted under the Plan after February 19, 2001, but stock options or stock appreciation rights theretofore granted may extend beyond that date. 6. Terms and Conditions of Stock Options Stock options granted under the Plan shall be, as determined by the Committee, non-qualified, incentive or other stock options for federal income tax purposes, as evidenced by stock option grants, and shall be subject to the foregoing and the following terms and conditions and to such other terms and conditions, not inconsistent therewith, as the Committee shall determine: (a) Option Price. The option price per share shall be determined by the Committee, but shall not be less than 100% of the Fair Market Value of the Common Stock on the date a stock option is granted. For purposes of the Plan, unless otherwise determined by the Committee, "Fair Market Value" of Common Stock means, as of a given date, the average of the high and low sales prices per share of Common Stock reported on a consolidated basis for securities listed on the principal stock exchange or market on which Stock is traded on the date immediately preceding the date as of which such value is being determined or, if there is no sale on that date, then on the last previous day on which a sale was reported. (b) Exercisability. Stock options granted under the Plan shall be exercisable at such time and upon such terms and conditions as may be determined by the Committee, but in no event shall a stock option be exercisable more than ten years after the date it is granted. The Committee may accelerate the date any previously granted Option will become exercisable. (c) First Year Non-Exercisability. Except as provided in elsewhere in this Paragraph 6 and in Paragraph 9 of the Plan, no stock option shall be exercisable during the year ending on the first anniversary date of the granting of the stock option. (d) Exercise of Stock Options. Except as otherwise provided in the Plan or the stock option, a stock option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. The option price for the shares as to which a stock option is exercised shall be paid to the Company in full, or adequate provision for such payment made, at the time of exercise at the election of the optionee (i) in cash, (ii) in shares of Common Stock of the Company having a Fair Market Value equal to the option price for the shares being purchased and satisfying such other requirements as may be imposed by the Committee or (iii) partly in cash and partly in such shares of Common Stock of the Company. The Committee may permit the optionee to elect, subject to such terms and conditions as the Committee shall determine, to have the number of shares deliverable to the optionee as a result of the exercise reduced by a number sufficient to pay the amount the Company determines to be necessary to withhold for federal, state or local taxes as a result of the exercise of the stock option. No optionee shall have any rights to dividends or other rights of a shareholder with respect to shares subject to a stock option until the optionee has given written notice of exercise of the stock option, paid in full for such shares or made adequate provision therefor and, if requested, given the representation described in Paragraph 6(h) of the Plan. (e) Exercisability Upon Termination of Employment by Death. If an optionee's employment by the Company or a subsidiary terminates by reason of death, the stock option thereafter may be exercised for three years after the date of death or the remaining stated period of the stock option, whichever period is shorter, to the full extent of the stock option regardless of the extent to which it was exercisable at the time of death (including death less than one year after the date of grant). (f) Exercisability Upon Termination of Employment by Disability or Retirement. If an optionee's employment by the Company or a subsidiary terminates by reason of disability or retirement, the stock option thereafter may be exercised as follows: (i) Pre-July 14, 1998 Options: In the case of a stock option granted before July 14, 1998, during the five years after the date of such termination of employment or the remaining stated period of the stock option, whichever period is shorter, to the full extent of the stock option regardless of the extent to which it was exercisable at the time of termination of employment (including termination less than one year after the date of grant); provided, however, that if the optionee dies within a period of five years after such termination of employment, any unexercised stock option may be exercised thereafter, during either (1) the period ending on the later of (i) five years after such termination of employment and (ii) one year after the date of death or (2) the period remaining in the stated term of the stock option, whichever period is shorter. (ii) Post-July 13, 1998 Options: In the case of a stock option granted on or after July 14, 1998, during the remaining stated period of the stock option, to the full extent of the stock option regardless of the extent to which it was exercisable at the time of termination of employment (including termination less than one year after the date of grant). For purposes of this Paragraph 6, "retirement" shall mean voluntary termination of employment with the Company or a subsidiary after the optionee has attained age 55 with the approval of the Committee; or after the optionee has attained age 65. An optionee shall not be considered disabled for purposes of this Paragraph 6, unless he or she furnishes such medical or other evidence of the existence of the disability as the Committee, in its sole discretion, may require. (g) Effect of Other Termination of Employment. If a participant's employment terminates for any reason, other than disability, death or retirement, each stock option and stock appreciation right held by such participant shall be subject to the following: (i) Pre-July 14, 1998 Options: In the case of a stock option granted before July 14, 1998, the stock option shall terminate upon such termination of employment. (ii) Post-July 13, 1998 Options: In the case of a stock option granted on or after July 14, 1998, unless otherwise determined by the Committee, if such termination is for reasons other than for Cause the stock option shall be exercisable during (1) the period of 90 days after such termination or (2) the period remaining in the stated term of the stock option, whichever period is shorter, but only to the extent to which the stock option was exercisable at the time of termination of employment; and if such termination is for Cause the stock option shall terminate upon such termination of employment. For purposes of this Plan, the term "Cause" shall have the meaning defined in any employment agreement between the participant and the Company or a subsidiary then in effect or, if no such employment agreement is then in effect, "Cause" shall mean: (i) The participant's willful and continued failure substantially to perform the duties of his or her position after notice and opportunity to cure; (ii) Any willful act or omission by the participant constituting dishonesty, fraud or other malfeasance, which in any such case is demonstrably injurious to the financial condition or business reputation of the Company or any of its affiliates; or (iii) A felony conviction in a court of law under the laws of the United States or any state thereof or any other jurisdiction in which the Company or a subsidiary conducts business which materially impairs the value of the participant's services to the Company or any of its subsidiaries; provided, however, that, for purposes of this definition, no act or failure to act shall be deemed "willful" unless effected by the participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the Company's best interests, and no act or failure to act shall be deemed "willful" if it results from any incapacity of the participant due to physical or mental illness. (h) Termination of Employment After Change in Control Negotiations Have Commenced. For purposes of this Section 6, a termination of employment of a participant by the Company without Cause after the commencement of negotiations with a potential acquirer or business combination partner will be deemed to be a termination of employment immediately after a Change in Control if such negotiations result in a transaction constituting a Change in Control. (i) Additional Agreements of Optionee and Restrictions on Transfer. The Committee may require each person purchasing shares pursuant to exercise of a stock option to represent to and agree with the Company in writing that the shares are being acquired without a view to distribution thereof. The certificates for shares so purchased may include any legend which the Committee deems appropriate to reflect any restrictions on transfers. The Committee also may impose, in its discretion, as a condition of any option, any restrictions on the transferability of shares acquired through the exercise of such option as it may deem fit. Without limiting the generality of the foregoing, the Committee may impose conditions restricting absolutely the transferability of shares acquired through the exercise of options for such periods as the Committee may determine and, further, in the event the optionee's employment by the Company or a subsidiary terminates during the period in which such shares are nontransferable, the optionee may be required, if required by the related option agreement, to sell such shares back to the Company at such price and on such other terms as the Committee may have specified in the stock option agreement. (j) Nontransferability of Stock Options. Except as otherwise provided in this Paragraph 6(i), a stock option shall not be transferable by the optionee otherwise than by will or by the laws of descent and distribution and during the lifetime of an optionee a stock option shall be exercisable only by the optionee. A stock option exercisable after the death of an optionee or a transferee pursuant to the following sentence may be exercised by the legatees, personal representatives or distributees of the optionee or such transferee. The Committee may, in its discretion, authorize all or a portion of the stock options previously granted or to be granted to an optionee to be on terms which permit irrevocable transfer for no consideration by such optionee to (i) any or all of the spouse, children or grandchildren of the optionee ("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit of the optionee and/or any or all of such Immediate Family Members, or (iii) a partnership in which the optionee and/or any or all of such Immediate Family Members are the only partners, provided that subsequent transfers of transferred options shall be prohibited except those in accordance with the first sentence of this Paragraph 6(i). Following transfer, any such options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer. The events of termination of employment of Paragraphs 6(e), 6(f), and 6(g) hereof shall continue to be applied with respect to the original optionee, following which the stock options shall be exercisable by the transferee only to the extent, and for the periods specified, in Paragraphs 6(e), 6(f) and 6(g). The Committee may delegate to an administrative committee the authority to authorize transfers, establish terms and conditions upon which transfers may be made and establish classes of optionees eligible to transfer options, as well as to make other determinations with respect to option transfers. 7. Terms and Conditions of Stock Appreciation Rights (a) Grants. The Committee also may grant stock appreciation rights in connection with stock options granted under the Plan, either at the time of grant of options or subsequently. Stock appreciation rights shall cover the same shares covered by a stock option (or such lesser number of shares of Common Stock as the Committee may determine) and shall be subject to the same terms and conditions as the stock option (including limitations on transferability) except for such additional limitations as are contemplated by this Paragraph 7 (or as may be included in a stock appreciation right granted hereunder). (b) Terms. Each stock appreciation right shall entitle an optionee to surrender to the Company an unexercised option, or any portion thereof, and to receive from the Company in exchange therefor an amount equal to the excess of the Fair Market Value on the exercise date of one share of Common Stock over the option price per share times the number of shares covered by the stock option, or portion thereof, which is surrendered. The date a notice of exercise is received by the Company shall be the exercise date. Payment shall be made in shares of Common Stock or in cash, or partly in shares and partly in cash, valued at such Fair Market Value, all as shall be determined by the Committee. Stock appreciation rights may be exercised from time to time upon actual receipt by the Company of written notice of exercise stating the number of shares of Common Stock subject to an exercisable option with respect to which the stock appreciation right is being exercised. No fractional shares of Common Stock will be issued in payment for stock appreciation rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the number of shares will be rounded downward to the next whole share. (c) Limitations on Exercisability. The Committee shall impose such conditions upon the exercisability of stock appreciation rights as will result, except upon the occurrence of an event contemplated by limited stock appreciation rights granted pursuant to Paragraph 7(d) or contemplated by the provisions of Paragraph 9, in the amount to be charged against the Company's consolidated income by reason of stock appreciation rights not to exceed, in any one calendar year, two percent of the Company's prior calendar year's consolidated income before income taxes. The Committee also may impose, in its discretion, such other conditions upon the exercisability of stock appreciation rights as it may deem fit. (d) Limited Stock Appreciation Rights. The Committee may grant limited stock appreciation rights which are exercisable upon the occurrence of specified contingent events. Such stock appreciation rights may provide for a different method of determining appreciation, may specify that payment will be made only in cash and may provide that related stock options or stock appreciation rights or both are not exercisable while such limited stock appreciation rights are exercisable. Unless the context otherwise requires, whenever the term "stock appreciation right" is used in the Plan, such term shall include limited stock appreciation rights. 8. Transfers and Leaves of Absence For purposes of the Plan: (a) a transfer of an employee from the Company to a 50% or more owned subsidiary, partnership, venture or other affiliate (whether or not incorporated) or vice versa, or from one such subsidiary, partnership, venture or other affiliate to another, (b) a leave of absence, duly authorized in writing by the Company, for military service or sickness or for any other purpose approved by the Company if the period of such leave does not exceed 90 days, or (c) a leave of absence in excess of 90 days, duly authorized in writing by the Company, provided the employee's right to re-employment is guaranteed either by statute or by contract, shall not be deemed a termination of employment under the Plan. 9. Adjustments Upon Changes in Capitalization or Other Events Upon changes in the Common Stock of the Company by reason of a stock dividend, stock split, reverse split, recapitalization, merger, consolidation, combination or exchange of shares, separation, reorganization or liquidation, the number and class of shares available under the Plan as to which stock options or stock appreciation rights may be granted (both in the aggregate and to any one optionee), the number and class of shares under each option and the option price per share, and the terms of stock appreciation rights, shall be correspondingly adjusted by the Committee, such adjustments to be made in the case of outstanding options without change in the total price applicable to such options. In the event of a merger, consolidation, combination, reorganization or other transaction in which the Company will not be the surviving corporation, an optionee shall be entitled to options on that number of shares of stock in the new corporation which the optionee would have received had the optionee exercised all of the unexercised options available to the optionee under the Plan, whether or not then exercisable, at the instant immediately prior to the effective date of such transaction, and if such unexercised options had related stock appreciation rights the optionee also will receive new stock appreciation rights related to the new options. Thereafter, adjustments as provided above shall relate to the stock options or stock appreciation rights of the new corporation. Except as otherwise specifically provided in the stock option or stock appreciation right, in the event of a Change in Control, merger, consolidation, combination, reorganization or other transaction in which the shareholders of the Company will receive cash or securities (other than common stock) or in the event that an offer is made to the holders of Common Stock of the Company to sell or exchange such Common Stock for cash, securities or stock of another corporation and such offer, if accepted, would result in the offeror becoming the owner of (a) at least 50% of the outstanding Common Stock of the Company or (b) such lesser percentage of the outstanding Common Stock which the Committee in its sole discretion determines will materially adversely affect the market value of the Common Stock after the tender or exchange offer, the Committee shall, prior to the shareholders' vote on such transaction or prior to the expiration date (without extensions) of the tender or exchange offer, (i) accelerate the time of exercise so that all stock options and stock appreciation rights which are outstanding shall become immediately exercisable in full without regard to any limitations of time or amount otherwise contained in the Plan or the stock options or stock appreciation rights and/or (ii) determine that the stock options and stock appreciation rights shall be adjusted and make such adjustments by substituting for Common Stock of the Company subject to options and stock appreciation rights, common stock of the surviving corporation or offeror if such stock of such corporation is publicly traded or, if such stock is not publicly traded, by substituting common stock of a parent of the surviving corporation or offeror if the stock of such parent is publicly traded, in which event the aggregate option price shall remain the same and the number of shares subject to option shall be the number of shares which could have been purchased on the closing day of such transaction or the expiration date of the offer with the proceeds which would have been received by the optionee if the stock option had been exercised in full prior to such transaction or expiration date and the optionee had exchanged all of such shares in the transaction or sold or exchanged all of such shares pursuant to the tender or exchange offer, and if any such option has related stock appreciation rights, the stock appreciation rights shall likewise be adjusted; provided, however, that, in the event of a Change in Control, the acceleration of the exercisability of options and stock appreciation rights under clause (i) of this paragraph shall occur automatically and without the requirement of action by the Committee. For purposes of this Plan, "Change in Control" means the occurrence of any of the following events after the effective date of the amendment and restatement of the Plan: (i) Any "person," as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities; (ii) During any period of two consecutive years commencing on July 14, 1998, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person (as defined above) who has entered into an agreement with the Company to effect a transaction described in subsections (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved cease for any reason to constitute at least a majority thereof; (iii) The shareholders of the Company have approved a merger or consolidation of the Company with any other company and all other required governmental approvals of such merger or consolidation have been obtained, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as defined above) becomes the beneficial owner (as defined above) of more than 20% of the combined voting power of the Company's then outstanding securities; or (iv) The shareholders of the Company have approved a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets, and all other required governmental approvals of such transaction have been obtained. 10. Use of Proceeds Proceeds from the sale of shares of Common Stock pursuant to exercise of options granted under the Plan shall constitute general funds of the Company. 11. Amendments The Board of Directors may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of any optionee under any option theretofore granted, without the optionee's consent, or which, without the approval of the shareholders of the Company, would: (a) Except as is provided in Paragraph 9 of the Plan, increase the total number of shares reserved for the purposes of the Plan or change the maximum number of shares for which options may be granted to any optionee. (b) Decrease the option price to less than 100% of Fair Market Value on the date of grant of a stock option. (c) Change the employees (or class of employees) eligible to receive options under the Plan. (d) Materially increase the benefits accruing to employees participating under the Plan. 12. Effectiveness of the Plan and Amendments The Plan became effective upon approval by the shareholders at the 1991 Annual Meeting. The Amendments proposed in 1995 became effective upon approval by the shareholders at the 1995 Annual Meeting. Paragraph 6(f) as amended became applicable to all options outstanding at the date of the 1995 Annual Meeting and thereafter. Paragraph 6(i) as amended became effective upon approval by the Board of Directors at its July 16, 1997 meeting. The amendment and restatement of the Plan in connection with the reorganization of the Company and the change of the name of the Company to R.H. Donnelley Corporation became effective as of July 14, 1998. R. H. DONNELLEY CORPORATION - ------------------------------------------------------------------------------- AMENDMENT No. 1 TO 1991 KEY EMPLOYEES' STOCK OPTION PLAN, (As Amended and Restated on July 14, 1998) The Board of Directors of R.H. Donnelley Corporation has determined it desirable to amend the 1991 Key Employees' Stock Option Plan, as Amended and Restated on July 14, 1998, (the "Plan") to provide the Board with greater flexibility in determining who shall be eligible to receive awards under the Plan. Therefore the Plan is hereby amended as follows: Section 4 of the Plan is hereby eliminated in its entirety and replaced with the following: - ------------------------------------------------------------------------------- "4. Eligibility Key employees, consultants and advisors (but not members of the Committee and any person who serves only as a Director) of the Company, its subsidiaries (within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code")) and its Participating Affiliates (as defined below), who are from time to time responsible for the management, growth and protection of the business of the Company, its subsidiaries and Participating Affiliates, are eligible to be granted stock options or stock appreciation rights under the Plan. Participating Affiliates shall refer to those entities in which the Company or its subsidiaries has a significant equity interest, as such shall be determined, from time to time, in the sole discretion of the Committee. The participants under the Plan shall be selected from time to time by the Committee, in its sole discretion, from among those eligible, and the Committee shall determine, in its sole discretion, the number of shares to be covered by the stock options or stock appreciation rights or both granted to each participant. An employee may not be granted a stock option, however, if at the time such option is to be granted, such employee owns stock of the Company or any of its subsidiaries possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any such subsidiary. For purposes of the preceding sentence, the attribution rules of stock ownership set forth in Section 424(d) of the Code shall apply. The granting of a stock option or stock appreciation right under the Plan shall impose no obligation on the Company, any subsidiary or Participating Affiliate to continue the employment or retention of an optionee and shall not lessen or affect the right to terminate the employment or retention of an optionee." Except as hereby amended, the Plan remains in full force and effect in accordance with its terms. -----END PRIVACY-ENHANCED MESSAGE-----