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Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERILINK CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-1409345
(State or other jurisdiction (I.R.S. Employer
of Incorporation or organization) Identification Number)
1900 East Dublin-Granville Road
Columbus, Ohio 43229
(614) 895-1313
(Address, including ZIP Code, and telephone number, including area code,
of registrant's principal executive office)
1994 STOCK INCENTIVE PLAN
LARRY R. LINHART
President and Chief Executive Officer
AMERILINK CORPORATION
1900 East Dublin-Granville Road
Columbus, Ohio 43229
(614) 895-1313
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
Title of each Class of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price Registration Fee
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Common Shares, without par value 600,000 $10.625 $6,375,000 $1,772.25
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h)(1) and calculated on the basis of the
average of the high and low sales prices for the Common Shares on May 20,
1999, as reported by The Nasdaq National Market.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement relates to the first amendment to 1994
Stock Incentive Plan that, among other things, increases the number of common
shares, without par value, of the Registrant ("Common Shares") authorized to be
issued thereunder from 350,000 to 950,000. The contents of the Registrant's
Registration Statement on Form S-8 with respect to its 1994 Stock Incentive
Plan, Registration No. 33-96424, filed with the Securities and Exchange
Commission on August 31, 1995, are hereby incorporated herein by reference
pursuant to General Instruction E to Form S-8. Also pursuant to General
Instruction E to Form S-8, the filing fee is being paid only with respect to the
600,000 Common Shares not previously registered.
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 Columbus, State of Ohio, as of May 26, 1999.
AMERILINK CORPORATION
By: /s/ Larry R. Linhart
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Larry R. Linhart
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below as of the 26th day of May, 1999 by
the following persons in the capacities indicated.
Signature Title
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/s/ Larry R. Linhart Chairman of the Board of
- --------------------- Directors, President and
Larry R. Linhart Chief Executive Officer
(principal executive
officer)
* Treasurer and Vice
- --------------------- President-Finance
James W. Brittan (principal financial and
accounting officer)
* Director
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Robert L. Powelson
* Director
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Robert D. Setzer
* Director
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William H. Largent
* Director
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Richard W. Rubenstein
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Signature Title
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* Director
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George R. Manser
*By: /s/ Larry R. Linhart
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Larry R. Linhart,
Attorney-in-Fact
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INDEX TO EXHIBITS
The following exhibits are filed as part of this Registration Statement:
Exhibit No. Description
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5 Opinion and consent of legal
counsel re legality of
securities.
23.1 The consent of legal counsel
is included in Exhibit 5.
23.2 Consent of Ernst & Young LLP.
24 Powers of attorney.