Frontier Communications Parent, Inc. — Regulatory Filings 2021

Apr 30, 2021

S-8 POS 1 brhc10023634_s-8pos.htm S-8 POS Licensed to: SUMMIT Document created using EDGARfilings PROfile 7.5.0.0 Copyright 1995 - 2021 Broadridge

As filed with the Securities and Exchange Commission on April 30, 2021

Registration Statement No. 333-217845

333-203625

333-188440

333-159508

333-151248

333-151247

333-151245

333-142636

333-91054

333-61432

333-71821

333-71597

333-71029

033-54376

033-48683

033-42972

033-41682

033-39566

033-39455

033-37602

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-217845

FORM S-8 REGISTRATION STATEMENT NO. 333-203625

FORM S-8 REGISTRATION STATEMENT NO. 333-188440

FORM S-8 REGISTRATION STATEMENT NO. 333-159508

FORM S-8 REGISTRATION STATEMENT NO. 333-151248

FORM S-8 REGISTRATION STATEMENT NO. 333-151247

FORM S-8 REGISTRATION STATEMENT NO. 333-151245

FORM S-8 REGISTRATION STATEMENT NO. 333-142636

FORM S-8 REGISTRATION STATEMENT NO. 333-91054

FORM S-8 REGISTRATION STATEMENT NO. 333-61432

FORM S-8 REGISTRATION STATEMENT NO. 333-71597

FORM S-8 REGISTRATION STATEMENT NO. 333-71029

FORM S-8 REGISTRATION STATEMENT NO. 033-54376

FORM S-8 REGISTRATION STATEMENT NO. 033-48683

FORM S-8 REGISTRATION STATEMENT NO. 033-42972

FORM S-8 REGISTRATION STATEMENT NO. 033-41682

FORM S-8 REGISTRATION STATEMENT NO. 033-39566

FORM S-8 REGISTRATION STATEMENT NO. 033-39455

FORM S-8 REGISTRATION STATEMENT NO. 033-37602

POST-EFFECTIVE AMENDMENT NO. 2 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-71821

UNDER THE SECURITIES ACT OF 1933

Frontier Communications Corporation

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 06-0619596 (I.R.S. Employer Identification No.)

401 Merritt 7

Norwalk, Connecticut 06851

(203) 614-5600

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Frontier Communications Corporation 2017 Equity Incentive Plan

Frontier Communications 401(k) Savings Plan

Frontier Communications Corporate Services Inc. Savings and Security Plan for Mid-Atlantic Associates

Frontier Communications Corporation 2013 Equity Incentive Plan

Frontier Communications Corporation 2009 Equity Incentive Plan

Citizens Utilities Company Management Equity Incentive Plan

Citizens Utilities Company 1996 Equity Incentive Plan

Citizens Communications Company Amended And Restated 2000 Equity Incentive Plan

Citizens Communications Company Non-Employee Directors’ Equity Incentive Plan

Frontier Union 401(k) Savings Plan

Citizens Communications Company Amended and Restated 2000 Equity Incentive Plan

Citizens Utilities Non-Employee Directors’ Fee Deferral Plan

Citizens Utilities Employee Stock Purchase Plan

Citizens Utilities Company Equity Incentive Plan

(Full title of the plans)

Mark D. Nielsen

401 Merritt 7

Norwalk, Connecticut 06851

(203) 614-5600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Timothy Cruickshank

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446 4794

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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DEREGISTRATION OF SECURITIES

These Post-Effective Amendments are being filed by Frontier Communications Corporation (the “Company”) to deregister all shares of common stock, par value $0.25 (“Common Stock”), of the Company remaining unsold under the following Registration Statements on Form S-8 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):

(1) Registration Statement on Form S-8 (No. 333-217845), pertaining to the registration of 65,000,000 shares of Common Stock for the Frontier Communications Corporation 2017 Equity Incentive Plan, which was filed with the SEC on May 10, 2017;

(2) Registration Statement on Form S-8 (No. 333-203625), pertaining to the registration of 10,000,000 shares of Common Stock for (i) the Frontier Communications 401(k) Savings Plan and (ii) the Frontier Communications Corporate Services Inc. Savings and Security Plan for Mid-Atlantic Associates, which was filed with the SEC on April 24, 2015;

(3) Registration Statement on Form S-8 (No. 333-188440), pertaining to the registration of 20,000,000 shares of Common Stock for the Frontier Communications Corporation 2013 Equity Incentive Plan, which was filed with the SEC on May 8, 2013;

(4) Registration Statement on Form S-8 (No. 333-159508), pertaining to the registration of 10,000,000 shares of Common Stock for the Frontier Communications Corporation 2009 Equity Incentive Plan, which was filed with the SEC on May 27, 2009;

(5) Registration Statement on Form S-8 (No. 333-151248), pertaining to the registration of 75,609 shares of Common Stock for the Citizens Utilities Company Management Equity Incentive Plan, which was filed with the SEC on May 29, 2008;

(6) Registration Statement on Form S-8 (No. 333-151247), pertaining to the registration of 1,195,115 shares of Common Stock for the Citizens Utilities Company 1996 Equity Incentive Plan, which was filed with the SEC on May 29, 2008;

(7) Registration Statement on Form S-8 (No. 333-151245), pertaining to the registration of 3,000,000 shares of Common Stock for the Citizens Communications Company Amended And Restated 2000 Equity Incentive Plan, which was filed with the SEC on May 29, 2008;

(8) Registration Statement on Form S-8 (No. 333-142636), pertaining to the registration of 2,540,761 shares of Common Stock for the Citizens Communications Company Non-Employee Directors’ Equity Incentive Plan, which was filed with the SEC on May 4, 2007;

(9) Registration Statement on Form S-8 (No. 333-91054), pertaining to the registration of 2,500,000 shares of Common Stock for the Frontier Union 401(k) Savings Plan, which was filed with the SEC on June 24, 2004;

(10) Registration Statement on Form S-8 (No. 333-61432), pertaining to the registration of 12,500,000 shares of Common Stock for the Citizens Communications Company Amended and Restated 2000 Equity Incentive Plan, which was filed with the SEC on May 23, 2001;

(11) Registration Statement on Form S-8 (No. 333-71821), pertaining to the registration of 1,200,000 shares of Common Stock for the Citizens Utilities Non-Employee Directors’ Fee Deferral Plan, which was originally filed with the SEC on February 5, 1999 and amended on May 4, 2007;

(12) Registration Statement on Form S-8 (No. 333-71597), pertaining to the registration of 2,500,000 shares of Common Stock for the Citizens Utilities Employee Stock Purchase Plan, which was filed with the SEC on February 2, 1999;

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(13) Registration Statement on Form S-8 (No. 333-71029), pertaining to the registration of 12,000,000 shares of Common Stock for the Citizens Utilities Company Equity Incentive Plan, which was filed with the SEC on January 22, 1999;

(14) Registration Statement on Form S-8 (No. 033-54376), which was filed with the SEC on November 9, 1992;

(15) Registration Statement on Form S-8 (No. 033-48683), which was filed with the SEC on June 17, 1992;

(16) Registration Statement on Form S-8 (No. 033-42972), which was filed with the SEC on September 25, 1991;

(17) Registration Statement on Form S-8 (No. 033-41682), which was filed with the SEC on July 12, 1991;

(18) Registration Statement on Form S-8 (No. 033-39566), which was filed with the SEC on March 26, 1991;

(19) Registration Statement on Form S-8 (No. 033-39455), which was filed with the SEC on March 20, 1991; and

(20) Registration Statement on Form S-8 (No. 033-37602), which was filed with the SEC on November 2, 1990

On April 14, 2020, the Company and all of its subsidiaries filed voluntary cases under chapter 11 (the “Chapter 11 Cases”) of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Chapter 11 Cases are being jointly administered under the caption In re Frontier Communications Corporation, et. al ., Case no. 20-22476 (RDD). On April 30, 2021, the Company emerged from the Chapter 11 Cases, pursuant to that certain Fifth Amended Joint Plan of Reorganization of Frontier Communications Corporation and Its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code , which was confirmed by the Bankruptcy Court on August 27, 2020.

In connection with the foregoing, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of each offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.

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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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Norwalk, Connecticut, on April 30, 2021.

	FRONTIER COMMUNICATIONS CORPORATION
By:	/s/ Mark D. Nielsen
	Mark D. Nielsen
	Executive Vice President, Chief Legal Officer and Chief Transaction Officer

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