-----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, IATGeo/YCr8lNkG5giJtMmcv+c3VkaZLHfPA0EraD/GIjEddAcgcnz4uzXQM1MqP 1W6TM5FiugI7eUEMW88wwQ== 0000084567-94-000031.txt : 19940712 0000084567-94-000031.hdr.sgml : 19940712 ACCESSION NUMBER: 0000084567-94-000031 CONFORMED SUBMISSION TYPE: S-8/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940711 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/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-67430 FILM NUMBER: 94538410 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/A 1 FORM S-8/A POST EFF. DIRECTORS STOCK OPTION 1 Registration No. 33-67430 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT NO. 1 TO 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 Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. The following documents which have been filed by Rochester Telephone 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, 1993, filed pursuant to Section 13 of the Securities Exchange Act of 1934. (b) All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 since December 31, 1993, including specifically, but not limited to, the Company's Quarterly Report on Form 10-Q dated May 12, 1994 and its Current Reports on Form 8-K dated May 17, 1994 and July 1, 1994. (c) The description of the Company's Common Stock contained in the Company's Registration Statement on Amendment No. 1 to Form S-4 dated December 6, 1990 (Registration Statement No. 33-36457), including any amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company or the Directors Stock Option 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 John T. Pattison, Esq., Managing Attorney in the Legal Department of the Company. 3 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 Amended and 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 entities in accordance with, and to the fullest extent permitted by, Sections 721-725 of the BCL. 4 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; 5 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. 6 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 7 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 8 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 9 EXHIBIT INDEX Exhibit No. Description 4-1 Rochester Telephone Corporation Herewith Directors Stock Option Plan with Amendment No. 1 thereto 4-2 Rochester Telephone Corporation Restated Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3 to Form 10-Q for the quarter ended September 30, 1980. (File No. 1-4166) 4-3 Certificate of Amendment to Restated Certificate of Incorporation of Rochester Telephone Corporation is incorporated by reference to Exhibit 3-2 to Form 1O-K for the year ended December 31, 1984. (File No. 1-4166) 4-4 Certificate of Change to Restated Certificate of Incorporation of Rochester Telephone Corporation is incorporated by reference to Exhibit 3-4 to Form 10-K for the year ended December 31, 1988. (File No. 1-4166) 4-5 Certificates of Amendment to Restated Certificate of Incorporation of Rochester Telephone Corporation are incorporated by reference to Exhibit 3-5 to Form 10-K for the year ended December 31, 1990. (File No. 1-4166) 4-6 Restated By-laws of Rochester Telephone Previously Corporation filed 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 Previously filed (71ED) EX-4 2 AMEND. 1 AND PLAN DOC. - DIRECTORS STOCK OPTION 1 EXHIBIT 4-1 ROCHESTER TELEPHONE CORPORATION DIRECTORS STOCK OPTION PLAN Amendment No. 1 Pursuant to Section 10, the Board hereby amends the Plan, effective as of the date the amendment is both approved by the Company's shareholders and the New York State Public Service Commission has released an order authorizing the amendment, as follows: 1. Sections 4 and 5(a) are amended to increase, respectively, the number of authorized shares from 100,000 to 500,000 and the number of shares subject to an option from 1000 to 2000. 2. Effective for any individual who is an active director on or after April 1, 1994, Section 6 is amended to afford retiring directors additional rights to exercise options after leaving the Board by deleting the current provision in its entirety and substituting in its place the following: 6. TERMINATION OF EMPLOYMENT If an optionee dies, either before or after termination as a director, resigns from the Board as a result of a conflict of interest or is removed from the Board for cause, any option may be exercised by the optionee or by the optionee's personal representative, as the case may be, at any time prior to the earlier of the expiration date of the option or the first anniversary of the optionee's date of death, resignation or removal but only if, and to the extent that, the optionee was entitled to exercise the option at the date of death, resignation or removal. If an optionee's employment as a director terminates for any reason other than death, resignation due to a conflict or removal for cause, option rights shall continue to vest in accordance with the terms of the option agreement without regard to the termination of employment and may be exercised by the optionee pursuant to the terms of that agreement. 3. Section 7 is amended by deleting the current provision in its entirety and substituting in its place the following: 2 7. ADJUSTMENT OF SHARES In the event of any change in the Common Stock of the Company by reason of any stock dividend, stock split, recapitalization, reorganization, merger, consolidation, split-up, combination, or exchange of shares, or rights offering to purchase Common Stock at a price substantially below fair market value, or of any similar change affecting the Common Stock, the number and kind of shares authorized under Section 4, the number and kind of shares which thereafter are subject to an option under the Plan and the number and kind of shares set forth in options under outstanding agreements and the price per share shall be adjusted automatically consistent with such change to prevent substantial dilution or enlargement of the rights granted to, or available for, participants in the Plan. IN WITNESS WHEREOF, the Board of Directors has caused its duly authorized member to execute this amendment on its behalf this 1st day of November, 1993. Shareowner approval 4/27/94 ROCHESTER TELEPHONE CORPORATION By /S/ Josephine S. Trubek --------------------------- Josephine S. Trubek Its: Corporate Secretary (72ED) [9/5/91] ROCHESTER TELEPHONE CORPORATION DIRECTORS STOCK OPTION PLAN 1. PURPOSE The purpose of this amended and restated Rochester Telephone Corporation Directors Stock Option Plan (the "Plan") is to enable the Company to attract and retain outside directors and provide them with an incentive to maintain and enhance the Company's long-term performance record. It is intended that this purpose will best be achieved by granting eligible directors non-qualified stock options ("options") under this Plan pursuant to the rules set forth in Section 83 of the Internal Revenue Code, as amended from time to time. 2. ADMINISTRATION The Plan shall be administered by the Company's Board of Directors (the "Board"). Subject to the provisions of the Plan, the Board shall possess the authority, in its discretion, (a) to prescribe the form of the option agreements and any appropriate terms and conditions applicable to the options; (b) to interpret the Plan; (c) to make and amend rules and regulations relating to the Plan; and (d) to make all other determinations necessary or advisable for the administration of the Plan. The Board's determinations shall be conclusive and binding. No member of the Board shall be liable for any action taken or decision made in good faith relating to the Plan or any option granted hereunder. 3. ELIGIBLE DIRECTORS Options shall be granted under the Plan only to members of the Company's Board of Directors who are not also employees of the Company. Beneficial owners of more than five percent of the common stock of the Company are not eligible to receive any options under this Plan. 4. SHARES AVAILABLE An aggregate of 100,000 shares of the Common Stock (par value $1.00 per share) of the Company (subject to substitution or adjustment as provided in Section 8 hereof) shall be available for the grant of options under the Plan. Such shares may be authorized and unissued shares. If an option expires, terminates or is cancelled without being exercised, new options may thereafter be granted covering such shares. No option may be granted more than ten years after the effective date of the Plan. 5. TERMS AND CONDITIONS OF OPTIONS Each option granted under the Plan shall be evidenced by an option agreement in such form as the Board shall approve from time to time, which agreement shall conform with this Plan and contain the following terms and conditions: (a) Number of Shares. Each person who is an eligible director on the Plan's effective date shall receive an initial option to purchase 1000 shares of the Company's Common Stock. At the date each year after the effective date when new members are elected to the Board, each eligible director who will be serving on the new Board (whether newly elected or continuing as a carryover director) shall receive an option to purchase 1000 shares of the Company's Common Stock. An eligible director who begins Board service on a date other than the date when new members are normally elected to the Board shall receive a pro rata grant to cover the partial year remaining until the next Board election. The number of shares subject to such option shall be 1000 multiplied by a fraction the numerator of which is the number of full or partial months in the period commencing on the first day of the month following the new Board member's appointment and ending on the next following date when new members are elected to the Board and the denominator of which is 12. Any fractional shares shall be rounded up to the next highest whole number of shares. (b) Exercise Price. The exercise price under each option shall equal the fair market value of the Common Stock at the time such option is granted. For this purpose, fair market value shall equal the closing price of the Company's Common Stock on the New York Stock Exchange on the date an option is granted, or, if there was no trading in such stock on the date of such grant, the closing price on the last preceding day on which there was such trading. (c) Duration of Option. Each option by its terms shall not be exercisable after the expiration of ten years from the date such option is granted. (d) Options Nontransferable. Each option by its terms shall not be transferable by the optionee otherwise than by will or the laws of descent and distribution, and shall be exercisable, during the optionee's lifetime, only by the optionee, the optionee's guardian or the optionee's legal representative. (e) Exercise Terms. Each option granted under the Plan shall become exercisable with respect to 33 1/3 percent of the shares subject thereto on the first anniversary of the date of grant and with respect to an additional 33 1/3 percent of such shares on each of the second and third anniversaries of such date of grant. Options may be partially exercised from time to time during the period extending from the time they first become exercisable until the tenth anniversary of the date of grant. (f) Payment of Exercise Price. An option shall be exercised upon written notice to the Company accompanied by payment in full for the shares being acquired. The payment shall be made in cash, by check or, if the option agreement so permits, by delivery of shares of Common Stock of the Company registered in the name of the optionee, duly assigned to the Company with the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, or by a combination of the foregoing. Any such shares so delivered shall be deemed to have a value per share equal to the fair market value of the shares on such date. For this purpose, fair market value shall equal the closing price of the Company's Common Stock on the New York Stock Exchange on the date the option is exercised, or, if there was no trading in such stock on the date of such exercise, the closing price on the last preceding day on which there was such trading. (g) General Restriction. The Company shall not be required to deliver any certificate upon the exercise of an option until it has been furnished with such opinion, representation or other document as it may reasonably deem necessary to insure compliance with any law or regulation of the Securities and Exchange Commission or any other governmental authority having jurisdiction under this Plan. Certificates delivered upon such exercise may bear a legend restricting transfer absent such compliance. Each option shall be subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such option upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue or purchase of shares thereunder, such option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors in the exercise of its reasonable judgment. 6. TERMINATION OF EMPLOYMENT If the optionee's employment as a director terminates for any reason, any option may be exercised by the optionee or, in the event of the optionee's death, by the optionee's personal representative at any time prior to the earlier of the expiration date of the option or the expiration of one year after the date of termination, but only if, and to the extent that, the optionee was entitled to exercise the option at the date of such termination. 7. ADJUSTMENT OF SHARES In the event of any change in the Common Stock of the Company by reason of any stock dividend, stock split, stock combination, recapitalization, reorganization, merger, consolidation, or exchange of shares, or rights offering to purchase Common Stock at a price substantially below fair market value, or of any similar change affecting the Common Stock, the number and kind of shares which thereafter may be subject to an option under the Plan and the number and kind of shares set forth in options under outstanding agreements and the price per share shall be appropriately adjusted consistent with such change in such manner as the Board may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, participants in the Plan. 8. NO EMPLOYMENT RIGHTS The Plan and any options granted under the Plan shall not confer upon any optionee any right with respect to continuance as a director of the Company, nor shall they interfere in any way with any right the Company may have to terminate the optionee's position as a director at any time. 9. RIGHTS AS A SHAREHOLDER The recipient of any option under the Plan shall have no rights as a shareholder with respect thereto unless and until certificates for shares of Common Stock are issued to the recipient. 10. AMENDMENT AND DISCONTINUANCE This Plan may be amended, modified or terminated by the shareholders of the Company or by the Board of Directors, provided that Plan provisions relating to the amount, price and timing of awards may not be amended more than once every six months other than to comport with changes in the Internal Revenue Code or the regulations thereunder and provided further that the Board may not, without approval of the shareholders, materially increase the benefits accruing to participants under the Plan, increase the maximum number of shares as to which options may be granted under the Plan, change the minimum exercise price, change the class of eligible persons, extend the period for which options may be granted or exercised, or withdraw the authority to administer the Plan from the Board or a Committee of the Board. Notwithstanding the foregoing, to the extent permitted by law, the Board may amend the Plan without the approval of shareholders, to the extent it deems necessary to cause the Plan to comply with Securities and Exchange Commission Rule 16b-3 or any successor rule, as it may be amended from time to time. Except as required by law, no amendment, modification, or termination of the Plan may, without the written consent of an optionee to whom any option shall theretofore have been granted, adversely affect the rights of such optionee under such option. 11. CHANGE IN CONTROL (a) Notwithstanding other provisions of the Plan, in the event of a change in control of the Company (as defined in subsection (c) below), all of an optionee's options shall become immediately vested and exercisable, unless directed otherwise by a resolution of the Board adopted prior to and specifically relating to the occurrence of such change in control. (b) In the event of a change in control each optionee of an exercisable option (i) shall have the right at any time thereafter during the term of such option to exercise the option in full notwithstanding any limitation or restriction in any option agreement or in the Plan, and (ii) may, subject to Board approval and after written notice to the Company within 60 days after the change in control, or during the period ending the twelfth business day following the first release for publication by the Company after such change of control of a quarterly or annual summary statement of earnings, which release occurs at least six months following grant of the option, whichever period is longer, receive, in exchange for the surrender of the option or any portion thereof to the extent the option is then exercisable in accordance with clause (i), an amount of cash equal to the difference between the fair market value (as determined by the Board) on the date of surrender of the Common Stock covered by the option or portion thereof which is so surrendered and the option price of such Common Stock under the option. (c) For purposes of this section "change in control" means: 1) there shall be consummated i. any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which any shares of the Company's common stock are to be converted into cash, securities or other property, provided that the consolidation or merger is not with a corporation which was a wholly-owned subsidiary of the Company immediately before the consolidation or merger; or ii. any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company; or 2) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company; or 3) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of 30% or more of the Company's then outstanding common stock, provided that such person shall not be a wholly-owned subsidiary of the Company immediately before it becomes such 30% beneficial owner; or 4) individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least three quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall be, for purposes of this clause (d), considered as though such person were a member of the Incumbent Board. 12. EFFECTIVE DATE The effective date of the Plan shall be the date this Plan is both approved by the Company's shareholders and the New York State Public Service Commission has released an order authorizing the issuance of Common Stock pursuant to this Plan. 13. DEFINITIONS Any terms or provisions used herein which are defined in Sections 83 or 421, of the Internal Revenue Code as amended, or the regulations thereunder or corresponding provisions of subsequent laws and regulations in effect at the time options are made hereunder, shall have the meanings as therein defined. 14. GOVERNING LAW To the extent not inconsistent with the provisions of the Internal Revenue Code that relate to non-qualified stock options, this Plan and any option agreement adopted pursuant to it shall be construed under the laws of the State of New York. Dated: Sept. 17, 1991 ROCHESTER TELEPHONE CORPORATION By: /s/ F. R. Pestorius -------------------- Frederick R. Pestorius Its: Vice President - Finance EX-5 3 EXHIBIT 5 JTP OPINION -S-8/A 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, D.C. 20549 RE: Rochester Telephone Corporation Registration Statement on Form S-8 Registration No. 33-67430 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 No. 33-67430 on Form S-8 to register under the Securities Act of 1933, as amended (the "Act"), 100,000 shares of Common Stock of the Company to be sold pursuant to the Company's Directors Stock Option Plan (the "Plan"), which Registration Statement is deemed, pursuant to Rule 416(a) under the Act, to now include an aggregate of 200,000 shares of such Common Stock (the "Shares"). 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 (84ED) EX-23 4 EXHIBIT 23 PW CONSENT S-8/A 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 for Post-Effective Amendment No. 1 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 (74ED) -----END PRIVACY-ENHANCED MESSAGE-----