Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VERIZON COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)
Delaware 23-2259884
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1095 Avenue of the Americas
New York, NY 10036
(212) 395-2121
(Address of Principal Executive Offices)
VERIZON COMMUNICATIONS INC. LONG-TERM INCENTIVE PLAN
(Full title of the plan)
Marianne Drost
Senior Vice President, Deputy General Counsel and Corporate Secretary
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
(Name and address of agent for service)
(212) 395-2121
(Telephone number, including area code, of agent for service)
Copy to:
David S. Kauffman, Esq.
Vice President and Associate General Counsel
Verizon Communications Inc.
1095 Avenue of the Americas
New York, NY 10036
(212) 395-6174
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered (1) offering price per aggregate offering registration fee
share (2) price
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Common Stock, par 200,000,000 $44.04 $8,808,000,000 $810,336
value $.10 per share
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(1) This registration statement also relates to an indeterminate number of
shares of Common Stock that may be issued upon stock splits, stock dividends or
similar transactions in accordance with Rule 416.
(2) Estimated pursuant to paragraph (h) of Rule 457 solely for the purpose of
calculating the registration fee, based upon the average of the reported high
and low sales prices for a share of Common Stock on February 6, 2002, as
reported on the New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the registrant with the Securities and
Exchange Commission (File No. 1-8606), are incorporated by reference in this
registration statement and made a part hereof:
(a) the registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000;
(b) the registrant's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2001, June 30, 2001 and September 30, 2001;
(c) the registrant's current Reports on Form 8-K filed March 28, 2001, April 25,
2001, May 9, 2001, June 5, 2001, July 31, 2001, August 2, 2001, October 4,
2001 (as amended by Current Report on Form 8-K/A filed October 5, 2001),
October 30, 2001, January 9, 2002, and February 1, 2002; and
(d) The description of the registrant's Common Stock contained in the
registration statement on Form 10 filed under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and any amendments or
reports filed for the purpose of updating that description.
All reports and other documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be part hereof from the
date of filing of such documents. Any statement contained in any document, all
or a portion of which is incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained or incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Copies of the above documents (excluding exhibits) may be obtained without
charge upon written request directed to Investor Relations, Verizon
Communications Inc., 1095 Avenue of the Americas, 36th Floor, New York, NY
10036.
EXPERTS
The consolidated financial statements and financial statement schedule of the
registrant as of December 31, 2000 and for the year then ended, included in the
registrant's Annual Report on Form 10-K filed on March 23, 2001, and
incorporated by reference in this registration statement, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report which is
also included therein and incorporated by reference herein. Such consolidated
financial statements are incorporated by reference herein in reliance on such
report given on the authority of such firm as experts in accounting and
auditing.
The consolidated financial statements and financial statement schedule of the
registrant as of December 31, 1999 and for the two years in the period ended
December 31, 1999, included in the registrant's Annual Report on Form 10-K filed
on March 23, 2001, and incorporated by reference in this registration statement,
have been audited by PricewaterhouseCoopers LLP, independent accountants, other
than the financial statements of GTE Corporation (a wholly owned subsidiary of
Verizon Communications Inc.) which were audited by Arthur Andersen LLP,
independent public accountants, as set forth in their reports which are also
included therein and incorporated by reference herein. Such consolidated
financial statements are incorporated by reference herein in reliance on such
reports given on the authority of such firms as experts in accounting and
auditing.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Verizon Communications Inc. ("Verizon") Common
Stock to be issued in connection with this registration statement will be passed
upon for Verizon by William P. Barr, its Executive Vice President and General
Counsel. As of December 31, 2001, Mr. Barr was the beneficial owner of
approximately 11,950 shares of Verizon Common Stock and had options to purchase
an aggregate of 534,810 shares of Verizon Common Stock within the next 60 days.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action or proceeding, if such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reason to believe that such person's conduct was unlawful. In a derivative
action, i.e., one by or in the right of the corporation, the corporation is
permitted to indemnify directors and officers against expenses (including
attorney's fees) actually and reasonably incurred by them in connection with the
defense or settlement of an action or suit if they acted in good faith and in a
manner that they reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be made if
such person shall have been adjudged liable to the corporation, unless and only
to the extent that the court in which the action or suit was brought shall
determine upon application that the defendant directors or officers are fairly
and reasonably entitled to indemnity for such expenses despite such adjudication
of liability.
Article 7 of the Verizon Restated Certificate of Incorporation makes mandatory
the indemnification expressly authorized under the DGCL, except that the
Restated Certificate of Incorporation only provides for indemnification in
derivative actions, suits or proceedings by a director or officer if the
initiation of such action, suit or proceeding was authorized by the Board of
Directors.
Pursuant to Section 7.8 of the Amended and Restated Agreement and Plan of Merger
(the "NYNEX Merger Agreement"), dated as of April 21, 1996 by and between NYNEX
Corporation ("NYNEX") and Bell Atlantic Corporation ("Bell Atlantic"), a
predecessor of Verizon, Bell Atlantic agreed for a period of six years following
the Effective Time (as defined in the NYNEX Merger Agreement) to (a) cause NYNEX
to maintain in effect the provisions regarding indemnification of officers and
directors contained in the NYNEX Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of NYNEX and its
subsidiaries, (b) maintain in effect and cause NYNEX to maintain in effect
current policies of directors' and officers' liability insurance and fiduciary
liability insurance with respect to claims arising prior to the Effective Time,
and (c) indemnify, and cause NYNEX to indemnify, the directors and officers of
Bell Atlantic and NYNEX respectively, to the fullest extent permitted under
their respective certificates of incorporation and bylaws and applicable law. In
addition, Bell Atlantic agreed to unconditionally and irrevocably guarantee for
the benefit of such directors, officers and employees the obligations of NYNEX
under its indemnification arrangements.
Pursuant to Section 7.8 of the Agreement and Plan of Merger (the "GTE Merger
Agreement"), dated as of July 27, 1998, between Bell Atlantic and GTE
Corporation ("GTE"), Bell Atlantic agreed for a period of six years following
the Effective Time (as defined in the GTE Merger Agreement) to (a) cause GTE to
maintain in effect the provisions regarding indemnification of officers and
directors contained in the GTE Certificate of Incorporation and Bylaws and the
certificates of incorporation and bylaws of each of its subsidiaries or in
director, officer or employee indemnification agreements of GTE and its
subsidiaries, (b) maintain in effect and cause GTE to maintain in effect current
policies of directors' and officers' liability insurance and fiduciary liability
insurance with respect to claims arising prior to the Effective Time, and (c)
indemnify, and cause GTE to indemnify, the directors and officers of
Bell Atlantic and GTE respectively, to the fullest extent permitted under their
respective certificates of incorporation and bylaws and applicable law. In
addition, Bell Atlantic agreed to unconditionally and irrevocably guarantee for
the benefit of such directors, officers and employees the obligations of GTE
under its indemnification arrangements.
The Verizon Restated Certificate of Incorporation limits the personal liability
of directors to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent permitted by the
DGCL.
The directors and officers of Verizon are insured against certain liabilities,
including certain liabilities arising under the Securities Act of 1933, as
amended (the "Act"), which might be incurred by them in such capacities and
against which they cannot be indemnified by Verizon.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this registration
statement.
Exhibit Number
5 Opinion of William P. Barr, Esq., Executive Vice President and General
Counsel of Verizon Communications Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of William P. Barr (Included in Exhibit 5).
24 Powers of Attorney.
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
Act;
(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; and
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if 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
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Act,
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 that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Act, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this 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 Act 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.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant 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 York, State of New York on February 13, 2002.
VERIZON COMMUNICATIONS INC.
By: /s/ William F. Heitmann
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William F. Heitmann
Senior Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
*
------------------- Director February 13, 2002
James R. Barker
*
------------------- Director February 13, 2002
Edward H. Budd
*
------------------- Director February 13, 2002
Richard L. Carrion
*
------------------- Director February 13, 2002
Robert F. Daniell
*
------------------- Director February 13, 2002
Helene L. Kaplan
*
------------------- Director, Chairman and February 13, 2002
Charles R. Lee Co-Chief Executive Officer
(principal executive officer)
*
------------------- Director February 13, 2002
Sandra O. Moose
*
------------------- Director February 13, 2002
Joseph Neubauer
SIGNATURE TITLE DATE
*
------------------- Director February 13, 2002
Thomas H. O'Brien
*
------------------- Director February 13, 2002
Russell E. Palmer
*
------------------- Director February 13, 2002
Hugh B. Price
*
------------------- Vice Chairman and February 13, 2002
Frederic V. Salerno Chief Financial Officer
(principal financial officer)
*
------------------- Director, President and February 13, 2002
Ivan G. Seidenberg and Co-Chief Executive Officer
(principal executive officer)
*
------------------- Director February 13, 2002
Walter V. Shipley
*
------------------- Director February 13, 2002
John W. Snow
*
------------------- Director February 13, 2002
John R. Stafford
*
------------------- Director February 13, 2002
Robert D. Storey
*
------------------- Senior Vice President and February 13, 2002
Lawrence R. Whitman Controller (principal
accounting officer)
*By: /s/ William F. Heitmann
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William F. Heitmann
(as attorney-in-fact)
EXHIBIT INDEX
Exhibit No.
5 Opinion of William P. Barr, Esq., Executive Vice President and General
Counsel of Verizon Communications Inc.
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of William P. Barr (Included in Exhibit 5).
24 Powers of Attorney.