-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, XbtU4pPtBTTTNDEBhuAgBRTCFIkSC6YyXmkzzc/0FI3qjzF7UENLDkaakdnkZ8v4 sgMraPUIzFzVzn/Npbm8Pw== 0000084567-94-000033.txt : 19940712 0000084567-94-000033.hdr.sgml : 19940712 ACCESSION NUMBER: 0000084567-94-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940711 EFFECTIVENESS DATE: 19940730 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROCHESTER TELEPHONE CORP CENTRAL INDEX KEY: 0000084567 STANDARD INDUSTRIAL CLASSIFICATION: 4813 IRS NUMBER: 160613330 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-54511 FILM NUMBER: 94538435 BUSINESS ADDRESS: STREET 1: ROCHESTER TEL CENTER STREET 2: 180 S CLINTON AVE CITY: ROCHESTER STATE: NY ZIP: 14646-0995 BUSINESS PHONE: 7167771000 S-8 1 FORM S-8 DIRECTORS STOCK OPTION (ADD'L SHARES) 1 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCHESTER TELEPHONE 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) ROCHESTER TELEPHONE CORPORATION DIRECTORS STOCK OPTION PLAN (Full title of the Plan) Josephine S. Trubek, Esq. Corporate Secretary Rochester Telephone 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: John T. Pattison, Esq. Managing Attorney Rochester Telephone Corporation 180 South Clinton Avenue Rochester, New York 14646-0995 2 CALCULATION OF REGISTRATION FEE Title of Proposed Proposed Amount of Securities to Amount to be Maximum Offering Maximum Aggregate Registration be Registered Registered price per share* Offering Price* Fee - ------------- ------------- ------------------ ------------------ ------------ Common Stock 800,000** $22.50 $18,000,000 $6,207 $1.00 par 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 July 6, 1994. ** These shares are in addition to shares previously registered pursuant to Registration Statement No. 33-67430. 3 Registration Statement No. 33-67430 on Form S-8 relating to Rochester Telephone Corporation Directors Stock Option Plan, including all amendments thereto, is hereby incorporated by reference in this Registration Statement, and any subsequent amendments thereto shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of any such amendments. 4 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 July 8, 1994. ROCHESTER TELEPHONE CORPORATION /s/ Louis L. Massaro By: ---------------------------- Louis L. Massaro Corporate Vice President and Treasurer 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/ Ronald L. Bittner Date: July 8, 1994 By: ---------------------------- Ronald L. Bittner Chairman, President, Chief Executive Officer and Director /s/ Louis L. Massaro Date: July 8, 1994 By: ---------------------------- Louis L. Massaro Corporate Vice President and Treasurer (Principal Financial and Accounting Officer) Date: July 8, 1994 By: /s/ Patricia C. Barron * ---------------------------- Patricia C. Barron Director Date: July 8, 1994 By: /s/ John R. Block* ---------------------------- John R. Block Director Date: July 8, 1994 By: /s/ Harlan D. Calkins* ---------------------------- Harlan D. Calkins Director 5 Date: July 8, 1994 By: /s/ Brenda E. Edgerton* ---------------------------- Brenda E. Edgerton Director Date: July 8, 1994 By: /s/ Jairo A. Estrada* ---------------------------- Jairo A. Estrada Director Date: July 8, 1994 By: /s/ Daniel E. Gill* ---------------------------- Daniel E. Gill Director Date: July 8, 1994 By: /s/ Alan C. Hasselwander* ---------------------------- Alan C. Hasselwander Director Date: July 8, 1994 By: /s/ Douglas H. McCorkindale* ---------------------------- Douglas H. McCorkindale Director Date: July 8, 1994 By: /s/ Richard P. Miller, Jr.* ---------------------------- Richard P. Miller, Jr. Director Date: July 8, 1994 By: /s/ Dr. Leo J. Thomas* ---------------------------- Dr. Leo J. Thomas Director Date: July 8, 1994 By: /s/ Michael T. Tomaino* ---------------------------- Michael T. Tomaino Director /s/ Louis L. Massaro *By: -------------------------- Louis L. Massaro Attorney-In-Fact 6 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 July 8, 1994. ROCHESTER TELEPHONE CORPORATION DIRECTORS STOCK OPTION PLAN /s/ Janet F. Sansone By: ------------------------- Janet F. Sansone Corporate Vice President 7 EXHIBIT INDEX Exhibit No. Description 5 Opinion of John T. Pattison, Esq. Herewith as to legality of Plan and Common Stock 23-1 Consent of John T. Pattison, Esq. is contained in his opinion filed as Exhibit 5 to this Registration Statement 23-2 Consent of Price Waterhouse, Herewith independent accountants 24 Powers of Attorney Herewith (93ED) EX-5 2 EXHIBIT 5 JTP OPINION S-8 DIR. STOCK OPTION EXHIBIT 5 ROCHESTER TEL LOGO 180 South Clinton Avenue Rochester, New York 14646 July 8, 1994 Securities and Exchange Commission 450 5th Street, N.W. Washington, DC 20549 RE: Rochester Telephone Corporation Registration Statement on Form S-8 Ladies and Gentlemen: I am a Managing Attorney in the Legal Department of Rochester Telephone 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, as amended, 800,000 shares of Common Stock of the Company (the "Shares") to be sold pursuant to the Company's Directors Stock Option 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 stock options in the Plan described in the Registration Statement have been duly authorized by the Company for issuance to eligible directors of the Company in accordance with the terms of the Plan and that the Shares have been duly authorized by the Company for issuance and will, when issued in accordance with the terms of the Plan and the options granted thereunder, 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/ John T. Pattison John T. Pattison Managing Attorney (94ED) EX-23 3 EXHIBIT 23 P/W CONSENT S-8 DIR. STOCK OPTION 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 Rochester Telephone Corporation of our report, dated January 17, 1994, which appears on page 32 of the 1993 Annual Report to Share Owners of Rochester Telephone Corporation, which is incorporated by reference in Rochester Telephone Corporation's Annual Report on Form 10-K for the year ended December 31, 1993. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on page 23 of such Annual Report on Form 10-K. /s/ Price Waterhouse PRICE WATERHOUSE July 5, 1994 Rochester, New York (95ED) EX-24 4 EXHIBIT 24 POWER OF ATTY DIR. STOCK OPTION EXHIBIT 24 POWER OF ATTORNEY Each of the undersigned directors and/or officer of Rochester Telephone Corporation, a New York transportation corporation (the "Company"), hereby constitutes and appoints Ronald L. Bittner, 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 either 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 Rochester Telephone Corporation Directors Stock Option Plan, including specifically, but without limiting the generality of the foregoing, full power and authority to each of said attorneys and agents to sign the name 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 one of them, shall do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned have signed and delivered these presence as of this 27th day of April, 1994. /s/ Patricia C. Barron ------------------------------ Patricia C. Barron /s/ Ronald L. Bittner ------------------------------ Ronald L. Bittner /s/ John R. Block ------------------------------ John R. Block /s/ Harlan D. Calkins ------------------------------ Harlan D. Calkins /s/ Brenda Edgerton ------------------------------ Brenda Evans Edgerton (75ED) /s/ Jairo A. Estrada ------------------------------ Jairo A. Estrada /s/ Daniel E. Gill ------------------------------ Daniel E. Gill /s/ Alan C. Hasselwander ------------------------------ Alan C. Hasselwander /s/ Douglas H. McCorkindale ------------------------------ Douglas H. McCorkindale /s/ Richard P. Miller. Jr. ------------------------------ Richard P. Miller, Jr. /s/ Dr. Leo J. Thomas ------------------------------ Dr. Leo J. Thomas /s/ Michael T. Tomaino ------------------------------ Michael T. Tomaino (75ED) -----END PRIVACY-ENHANCED MESSAGE-----