Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Connecticut 06-1157778
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
227 Church Street, New Haven, Connecticut 06510
(Address of Principal Executive Offices) (Zip Code)
SOUTHERN NEW ENGLAND TELECOMMUNICATIONS CORPORATION
1995 STOCK INCENTIVE PLAN
(Full title of the plan)
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
Southern New England Telecommunications Corporation
227 Church Street, New Haven, Connecticut 06510
(Name and address of agent for service)
(203) 771-2110
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
+ + + +
+ + Proposed + Proposed +
+ + maximum + maximum +
+ Amount + offering + aggregate + Amount of
Title of securities + to be + price + offering +registration
to be registered + registered + per share + price + fee
+ + + +
Common Stock + + + +
($1 par value) .... + 4,600,000 shs.+ $37.5625* + $172,787,500 + $59,583
+ + + +
* Pursuant to Rule 457(c), the proposed maximum offering price per share
of $37.5625 was derived from calculating the average of the high and low
sale prices for the registrant's Common Stock as recorded on December 7,
1995 on the New York Stock Exchange Composite Transactions.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities
and Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and Amendment No. 1 dated June 8, 1995;
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995;
(c) The registrant's Current Reports on Form 8-K dated January 24,
1995, April 20, 1995, May 18, 1995, July 1, 1995, July 24, 1995,
August 2, 1995, October 23, 1995; and
(d) The description of the registrant's Common Stock contained in
Form 8-B dated May 21, 1986 and Form 8-K dated February 11, 1987.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Madelyn M. DeMatteo, Vice President, General Counsel and Secretary
of the registrant provided the opinion on the validity of the Common Stock
being registered herein. As of December 8, 1995, Ms. DeMatteo owned 14,172
shares of the registrant's Common Stock and has options to acquire 69,550
additional shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The general statutes of the State of Connecticut specify when a
Connecticut corporation shall indemnify any shareholder, director, officer,
employee or agent. Generally, the Connecticut statute (Conn. Gen. Stat.
33-320a) provides that in order to be indemnified the shareholder, director,
officer, employee or agent must not have been adjudged to have breached his
duty to the corporation or must have acted in good faith and in a manner he
reasonably believed to be in the best interests of the corporation and, with
respect to any criminal action or proceeding, he must have had no reasonable
cause to believe his conduct was unlawful.
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As permitted under Section 33-290 of the Connecticut General
Statutes, the registrant's certificate of incorporation (subject to certain
specified exceptions involving violations of law, self-dealing, lack of good
faith, abdication of duty, and illegal distributions and improper loans)
limits the personal liability of its directors for monetary damages to the
registrant or its shareholders for a breach of duty as a director to the
amount of compensation received by the director for serving the registrant
during the year of violation.
The directors and officers of the registrant are covered by
insurance policies indemnifying them against certain liabilities, including
certain liabilities arising under the Securities Act of 1933, which might be
incurred by them in such capacities and against which they cannot be
indemnified by the registrant.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The Exhibit Index listing the exhibits required by Item 601 of
Regulation S-K is located on page II.6.
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 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.
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 end of the estimated maximum offering range
may be reflected in the form of prospectus filed with
the Commmission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on 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) 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 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 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
Securities Act of 1933 may be permitted to directors, officers
and 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 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.
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SIGNATURES
The Registrant. 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 New Haven, State of
Connecticut, on the 13th day of December, 1995.
SOUTHERN NEW ENGLAND
TELECOMMUNICATIONS CORPORATION
By: /s/ Madelyn M. DeMatteo
Madelyn M. DeMatteo
Secretary
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.
#
Principal Executive Officer: #
#
D. J. Miglio* #
Chairman, President and Chief #
Executive Officer and Director #
#
Principal Financial Officer: #
#
Donald R. Shassian* #
Senior Vice President and #
Chief Financial Officer #
#
Principal Accounting Officer: #
#
Robert J. Conologue* #
Vice President and Controller #
#
#
Directors: # *By: /s/ Madelyn M. DeMatteo
# Madelyn M. DeMatteo
# as Attorney-in-Fact
William F. Andrews* #
Richard H. Ayers* #
Zoe Baird* #
R. L. Bennett* #
Barry M. Bloom* #
F. J. Connor* #
William R. Fenoglio* #
Claire L. Gaudiani* # December 13, 1995
J. R. Greenfield* #
Ira D. Hall* #
Burton G. Malkiel* #
Frank R. O'Keefe, Jr.* #
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EXHIBIT INDEX
Exhibits identified in parentheses below, on file with the SEC, are
incorporated herein by reference as exhibits hereto.
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the
registrant as filed June 14, 1990 (Exhibit 3-A to Form SE dated
3/15/91, File No. 1-9157).
4.2 By-Laws of the registrant as amended and restated through October
10, 1990 (Exhibit 3 to Form 8-K dated 10/10/90, File No. 1-9157).
4.3 Rights Agreement dated February 11, 1987 between Southern New
England Telecommunications Corporation and The State Street Bank
and Trust Company, as Rights Agent (Exhibit 1 to Form SE dated
2/13/87-1, File No. 1-9157). Amendment No. 1 dated December 13,
1989 (Exhibit 4 to Form SE dated 12/28/89, File No. 1-9157).
Amendment No. 2 dated October 10, 1990 (Exhibit 4 to Form SE
dated 10/12/90, File No. 1-9157).
4.4 Southern New England Telecommunications Corporation 1995 Stock
Incentive Plan.
5 Opinion of Madelyn M. DeMatteo, Vice President, General Counsel
and Secretary as to the legality of the securities being registered.
23.1 Consent of independent public accountants.
23.2 Consent of Madelyn M. DeMatteo, Vice President, General Counsel
and Secretary is contained in Exhibit 5.
24 Powers of Attorney.
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