-----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, K/+gu2RMpRAkN915FwQi8zXBY2QxCkLk+uiR5W7E3Zvgt34NhG3DPt9SbAYOhL0D UoU6cp1dKcEmxTwrqNOWWQ== 0000901309-97-000034.txt : 19970708 0000901309-97-000034.hdr.sgml : 19970708 ACCESSION NUMBER: 0000901309-97-000034 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970707 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACC CORP CENTRAL INDEX KEY: 0000783233 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 161175232 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-12195 FILM NUMBER: 97636628 BUSINESS ADDRESS: STREET 1: 400 WEST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14611 BUSINESS PHONE: 7169873000 MAIL ADDRESS: STREET 1: 400 WEST AVENUE CITY: ROCHESTER STATE: NY ZIP: 14611 FORMER COMPANY: FORMER CONFORMED NAME: AC TELECONNECT CORP DATE OF NAME CHANGE: 19870129 POS AM 1 As filed with the Securities and Exchange Commission on July 7, 1997 Registration No. 333-12195 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ ACC CORP. (Exact name of registrant as specified in its charter) DELAWARE 16-1175232 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 400 WEST AVENUE ROCHESTER, NEW YORK 14611 (716) 987-3000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) MICHAEL R. DALEY EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER ACC CORP. 400 WEST AVENUE ROCHESTER, NEW YORK 14611 (716) 987-3000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ____________________ COPIES TO: JOHN C. PARTIGAN JERRY V. ELLIOTT NIXON, HARGRAVE, DEVANS & DOYLE LLP SHEARMAN & STERLING CLINTON SQUARE 599 LEXINGTON AVENUE POST OFFICE BOX 1051 NEW YORK, NEW YORK 10022 ROCHESTER, NEW YORK 14603-1051 (212) 848-4000 (716) 263-1000 ____________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: From time to time after this Registration Statement becomes effective as determined by market conditions. ____________________ If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. /__/ If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. /X/ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /_/ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. /__/ ___________________
CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF NUMBER OF SHARES TO BE OFFERING PRICE PER AGGREGATE OFFERING SECURITIES TO BE REGISTERED SHARE (1) PRICE (1) AMOUNT OF REGISTRATION REGISTERED FEE Class A Common Stock, par value $.015 per share 1,227,753 $ 46.63 $ 57,250,122.39 $ 19,741.56 Warrants to purchase Class A Common Stock (2)
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) under the Securities Act of 1933 and based upon prices reported on the Nasdaq National Market on September 11, 1996. (2) Warrants to purchase up to 195,000 shares of Class A Common Stock are held by certain of the Selling Shareholders. Prior to the closing of the offering, such warrants will be transferred to Morgan Stanley & Co. Incorporated, Wheat, First Securities, Inc. or other broker-dealers and exercised by the holders thereof upon payment to the Company of the aggregate exercise price in the amount of approximately $2.1 million. The shares issuable upon exercise of the warrants are included in the Shares registered hereunder. ____________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. The sole purpose of this Post-Effective Amendment No. 1 is to remove from registration the 33,031 shares of Class A Common Stock of the Company which remained unsold at the termination of the offering. 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-3 and has duly caused this Post- Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rochester, State of New York, on this June 30, 1997. ACC CORP. By: /S/ DAVID K. LANIAK ------------------------------ David K. Laniak Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints David K. Laniak, Michael R. Daley and John J. Zimmer, and each of them, his true and lawful attorneys-in- fact and agent, with full power of substitution, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post- Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ David K. Laniak* Chief Executive Officer June 30, 1997 - --------------------------- and Director (Principal David K. Laniak Executive Officer) - ---------------------------- Director June 30, 1997 Leslie D. Shroyer /s/ Arunas A. Chesonis* President and Chief Operating June 30, 1997 - ---------------------------- Offider, and Director Arunas A. Chesonis /s/ Michael R. Daley Executive Vice President and June 30, 1997 - ---------------------------- Chief Financial Officer Michael R. Daley (Principal Financial and Accounting Officer) /s/ Hugh F. Bennett* Director June 30, 1997 - ---------------------------- - ---------------------------- Director June __, 1997 Willard Z. Estey /s/ Daniel D. Tessoni* Director June 30, 1997 - ---------------------------- Daniel D. Tessoni /s/ Robert M. Van Degna * Director June 30, 1997 - ---------------------------- Robert M. Van Degna *By: /s/ Michael R. Daley - ----------------------------- Michael R. Daley, Attorney-in-Fact -----END PRIVACY-ENHANCED MESSAGE-----