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Gte Corp · S-8 · On 12/15/95

Filed On 12/15/95   ·   Accession Number 40858-95-160   ·   SEC File 33-65025

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  As Of                Filer                Filing    For/On/As Docs:Size

12/15/95  Gte Corp                          S-8         1/03/96    2:14K

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7±    30K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   2±     8K 


S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Item 3. Incorporation of Certain Documents by Reference
"Item 4. Description of Securities
"Item 5. Interests of Named Experts and Counsel
"Item 6. Indemnification of Directors and Officers
"Item 7. Exemption from Registration Claimed
"Item 8. Exhibits
"Item 9. Undertakings


Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________ GTE CORPORATION (Exact name of registrant as specified in its charter) New York 13-1678633 (State of Incorporation) (I.R.S. Employer Identification No.) ONE STAMFORD FORUM, STAMFORD, CONNECTICUT 06904 (Address of principal executive offices) GTE HOURLY SAVINGS PLAN (Full title of the plan) J. MICHAEL KELLY One Stamford Forum Stamford, Connecticut 06904 (203 965-2000) (Name, address and telephone number of agent for service) ____________ CALCULATION OF REGISTRATION FEE _________________________________________________________________ _____________ Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities Being to be Price Per Offering Registration Registered Registered Share Price Fee _________________________________________________________________ _____________ Common Stock, par value $.05 per share*............ 2,000,000 shs. $42.57** $85,140,000** $29,358.63** _________________________________________________________________ _____________ * In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered and sold pursuant to the employee benefit plan described herein. ** The shares are to be offered at prices not presently determinable. The fee is calculated upon the average of the high and low prices of the Common Stock on the composite tape of New York Stock Exchange issues on December 11, 1995. As permitted by Rule 429 under the Securities Act of 1933, the prospectus incorporated by reference in this Registration Statement also covers 505,162 shares of common stock previously registered and unissued (Registration Statement No. 33-46612). The Registrant previously paid a filing fee of $38,050 with such registration statement ($4,805 of which is associated with the 505,162 shares of common stock covered by the prospectus incorporated by reference in this Registration Statement). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The Annual Report on Form 10-K for the year ended December 31, 1994, of GTE Corporation ("GTE"), GTE's Notice of 1995 Annual Meeting and Proxy Statement dated March 3, 1995 issued in connection with the Annual Meeting of Shareholders held on April 19, 1995, the 1994 Annual Report on Form 11-K of GTE Hourly Savings Plan and the description of Common Stock of GTE contained in GTE's Form S-3 Registration Statement (File No. 33-61661), the Quarterly Reports on Form 10-Q of GTE for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995, and the Current Reports on Form 8-K of GTE dated February 17, 1995, September 28, 1995, November 9, 1995 and November 17, 1995 all as filed with the Securities and Exchange Commission (the "SEC"), are incorporated herein by reference. All documents filed by GTE pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") after the date of this Registration Statement and prior to the termination of the offering of the securities hereunder shall be deemed to be incorporated by reference in this Registration Statement and to be 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 Not applicable. Item 6. Indemnification of Directors and Officers GTE is a New York corporation. As permitted by New York law, and as set forth in GTE's By-Laws, a director or officer of GTE is entitled to indemnification by GTE against reasonable expenses, including attorneys' fees, incurred in connection with a civil or criminal proceeding in which such director or officer has been involved, or to which he has been or is threatened to be, made a party, by reason of being a director or officer. In addition, indemnification may be provided against judgments, fines and amounts paid in settlement in such proceedings. In general, however, indemnification is not available where the director or officer acted in bad faith or personally gained a financial profit or other advantage to which he was not legally entitled. The directors and officers of GTE also are covered by insurance policies against certain liabilities which might be incurred by them in such capacities. II-1 Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to officers, directors and controlling persons of GTE pursuant to any charter provision, by-law, contract, arrangement, statute or otherwise, GTE has been advised that in the opinion of the SEC, 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 payment by GTE of expenses incurred or paid by an officer, director or controlling person of GTE in the successful defense of any action, suit or proceeding) is asserted by such officer, director or controlling person in connection with the securities being registered, GTE will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the 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. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits (1) See Exhibit Index on Page E-1. (2) GTE has submitted the employee benefit plan described herein and any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and GTE hereby undertakes that it will make all changes required by the IRS in order to qualify such plan. Item 9. Undertakings (1) GTE hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement, and 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 bone fide offering thereof. GTE also hereby undertakes 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. (2) GTE hereby undertakes that, for the purpose of determining any liability under the Act, each filing of GTE's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. (3) With respect to indemnification for liabilities arising under the Securities Act, see Item 6. II-2 SIGNATURES Pursuant to the requirement 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 Stamford, and State of Connecticut, on the 15th day of December, 1995. GTE CORPORATION (Registrant) J. MICHAEL KELLY (J. Michael Kelly) Senior Vice President - Finance Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. (1) Principal executive officer: ) CHARLES R. LEE ) (Charles R. Lee) Chairman of the Board ) and Chief Executive ) Officer ) ) (2) Principal financial officer: ) ) ) ) J. MICHAEL KELLY ) (J. Michael Kelly) Senior Vice President ) -Finance ) ) (3) Principal accounting officer: ) December 15, 1995 ) ) ) LAWRENCE R. WHITMAN ) (Lawrence R. Whitman) Vice President and ) Controller ) ) (4) Directors: ) ) ) ) EDWIN L. ARTZT ) (Edwin L. Artzt) Director ) ) ) ) JAMES R. BARKER ) (James R. Barker) Director ) II-3 (4) Directors (cont'd.): EDWARD H. BUDD ) (Edward H. Budd) Director ) ) ) ) KENT B. FOSTER ) (Kent B. Foster) Director ) ) ) ) JAMES L. JOHNSON ) (James L. Johnson) Director ) ) ) ) RICHARD W. JONES ) (Richard W. Jones) Director ) ) ) ) JAMES L. KETELSEN ) (James L. Ketelsen) Director ) ) ) ) CHARLES R. LEE ) December 15, 1995 (Charles R. Lee) Director ) ) ) ) MICHAEL T. MASIN ) (Michael T. Masin) Director ) ) ) ) SANDRA O. MOOSE ) (Sandra O. Moose) Director ) ) ) ) RUSSELL E. PALMER ) (Russell E. Palmer) Director ) ) ) ) HOWARD SLOAN ) (Howard Sloan) Director ) ) ) ) ROBERT D. STOREY ) (Robert D. Storey) Director ) HrSavPln:6 II-4 SIGNATURE The Plan. Pursuant to the requirements of the Securities Act of 1933, the GTE Service Corporation Employee Benefits Committee/Savings Plan Committee has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, and State of Connecticut on the 15th day of December, 1995. GTE SERVICE CORPORATION EMPLOYEE BENEFITS COMMITTEE/SAVINGS PLAN COMMITTEE J. RANDALL MACDONALD (J. Randall MacDonald) Chairman, Employee Benefits Committee/ Savings Plan Committee II-5 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated January 26, 1995, included in GTE Corporation's Annual Report on Form 10-K for the year ended December 31, 1994 and of our report dated June 9, 1995, included in the GTE Hourly Savings Plan's Annual Report on Form 11-K for the year ended December 31, 1994. ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Stamford, Connecticut, December 15, 1995. II-6 HRSAVPLN/8

Dates Referenced Herein   and   Documents Incorporated By Reference

This S-8 Filing   Date   Other Filings
12/31/9410-K405, 11-K
1/26/95
2/17/958-K
3/3/95DEF 14A
3/31/9510-Q
4/19/95DEF 14A
6/9/95
6/30/9510-Q
9/28/95
9/30/9510-Q
11/9/958-K
11/17/958-K
12/11/95
Filed On / Filed As Of12/15/95
Effective As Of1/3/96
 
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Filing Submission 0000040858-95-000160   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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