Registration
No.
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D.C. 20549
FORM
S-3
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 Incorporation or Organization)
|
(I.R.S.
Employer Identification No)
|
140
West
Street
New
York,
New York 10007
(212)
395-1000
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Catherine
T. Webster
Senior
Vice President and Treasurer
Verizon
Communications Inc.
140
West
Street
New
York,
New York 10007
(212)
395-1000
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
to:
David
S.
Kauffman, Esq.
Vice
President and Associate General Counsel
Verizon
Communications Inc.
One
Verizon Way
Basking
Ridge, New Jersey 07920
(908)
559-6174
Approximate
date of commencement of proposed sale to the public: From time to time after
the
effective date of the Registration Statement.
If
the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. o
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier registration
statement for the same offering. o
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. x
If
this
Form is a post-effective amendment to a registration statement filed pursuant
to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
CALCULATION
OF REGISTRATION FEE
|
Title
of Each Class
|
Amount
to be
|
Proposed
Maximum
|
Proposed
Maximum
|
Amount
of
|
|
of
Securities to be
|
Registered
|
Offering
Price Per
|
Aggregate
|
Offering
|
|
Registered
|
|
Unit
|
Price
*
|
Registration
Fee**
|
|
Common
Stock,
|
||||
|
Par
value $.10 per share
|
30,000,000
|
$35.77
|
$1,073,100,000.00
|
$114,822.00
|
*
Estimated pursuant to paragraph (c) 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 November 10, 2006, as
reported on the New York Stock Exchange.
** Pursuant
to Rule 457(p) under the Securities Act
of 1933, as amended, the registration fee of $114,822.00 is offset by
registration fees previously paid by the Registrant in connection
with Registration Statement No. 333-138627, filed by the Registrant on
November 13, 2006 and withdrawn on November 14, 2006.
As
permitted by Rule 429 under the Securities Act of 1933, as amended, the
prospectus contained in this Registration Statement also covers 1,391,501
shares of Common Stock previously registered and unissued (Registration
Statement No. 333-106750). The Registrant previously paid a filing fee of
$78,928.06 with such registration statement ($4,393 of which is associated
with
the 1,391,501 shares of Common Stock also covered by the prospectus
contained in this Registration Statement).
A
Direct
Stock Purchase and Share Ownership Plan for Common Stock of Verizon
Communications Inc.
VERIZON
COMMUNICATIONS
DIRECT
INVEST
o
Purchase Verizon Communications shares conveniently.
o
Build
your ownership systematically by reinvesting dividends and by making
additional
investments.
o
Access
your account online to review and manage your investment.
o
Protect
your Verizon Communications stock certificates by turning them in for share
safekeeping at no cost.
o
Establish an IRA that invests in Verizon Communications shares.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of the securities discussed in this prospectus, or
determined if this prospectus is truthful or complete. Any representation to
the
contrary is a criminal offense.
Prospectus
dated November 13, 2006.
Initial
Investment - If you are not a registered Verizon Communications shareowner,
you
may enroll by investing at least $500 or by authorizing the Plan Administrator
to automatically deduct five (5) $100 monthly payments from your U.S. bank
account.
Dividend
Reinvestment - Dividends on all or a portion of your Plan shares will be
automatically reinvested in Verizon Communications common shares.
Additional
Investments - You can make additional investments by authorizing the Plan
Administrator to automatically deduct $50 or more from your U.S. bank account
each month.
Share
Safekeeping - Whether you participate in the Plan or not, if you own shares
of
Verizon Communications and you hold them in certificate form, you may send
them
to the Plan Administrator for share safekeeping. There is no cost to you for
this service.
Periodic
Statements - Each time you invest, you will receive a statement that will show
you the status of your account.
Participant
Fees - You will pay certain fees in connection with the Plan. These fees are
described further in this prospectus.
2
Table
of
Contents
VERIZON
COMMUNICATIONS
DIRECT
INVEST - THE PLAN
|
Administration
and Contact Information
|
4
|
|
Who
Can Join
|
4
|
|
Enrollment
|
5
|
|
Participant
Fees
|
7
|
|
How
Shares are Purchased and Priced
|
8
|
|
Investment
Methods and Timing
|
9
|
|
Account
Statements
|
11
|
|
Share
Safekeeping
|
11
|
|
IRA
Accounts
|
12
|
|
Gift
or Transfer of Shares
|
12
|
|
Sales
|
13
|
|
Withdrawal
from the Plan
|
13
|
|
Adverse
Market Conditions
|
14
|
|
Tax
Consequences
|
14
|
|
Voting
of Proxies
|
15
|
|
Stock
Splits and Other Distributions
|
15
|
|
Changes
to the Plan
|
16
|
|
Responsibilities
of Verizon Communications and the Plan
Administrator
|
16
|
|
Governing
Law
|
17
|
|
Use
of Proceeds
|
17
|
|
Experts
|
17
|
|
Legal
Matters
|
17
|
|
Indemnification
|
18
|
|
Where
You Can Find More Information
|
18
|
3
You
may
contact the Plan Administrator, Computershare Trust Company, N.A.,
by:
o
INTERNET:
www.computershare.com/verizon
o
TELEPHONE:
1-800-631-2355
o
MAIL:
Verizon
Communications Direct Invest
c/o
Computershare Trust Company, N.A.
P.O.
Box
43078
Providence,
RI 02940-3078
Unless
otherwise specified, Plan transactions can be handled via the Internet, by
telephone or through the mail. Computershare Trust Company, N.A. is a federally
chartered trust institution in affiliation with Computershare Shareholder
Services, Inc., a transfer agent registered with the Securities and Exchange
Commission.
o
Registered shareowners of Verizon Communications are eligible to join the
Plan.
o
New
investors who would like to become registered shareowners may join by making
an
initial investment of at least $500.
o
Non-U.S. residents are eligible to participate as long as their participation
would not violate applicable laws in their home countries.
4
MINIMUM
AND MAXIMUM INVESTMENT AMOUNTS
Minimum
Initial Investment
Registered
Shareowners: $0
New
Investors: $500
Automatic
Deduction: $100
per
month for five (5) consecutive months
Minimum
Additional Investment
Cash
and
One-time Online Deduction: $50
per
payment
Automatic
Deduction: $50
per
month
Maximum
Investment - $200,000 per calendar year
Registered
Shareowners - If you are a Verizon Communications registered shareowner, and
you
have already established online account access, you can enroll immediately
via
the Internet. Otherwise, you need to call the Plan Administrator to enroll
in
the Plan over the telephone or to request a Shareowner Authorization Form to
enroll by mail. If the Plan Administrator receives your enrollment request
prior
to a given dividend record date, you will be enrolled in the Plan and the
requested dividends will be reinvested for that dividend payment date. If your
enrollment request is not received in time, your dividend reinvestment election
may not be processed until the next dividend payment date.
5
New
Investors - If you do not already own Verizon Communications shares, or if
you
wish to establish a separate account (for example, a joint account with your
spouse, or as a custodian for a minor), you may:
| o |
Go
to www.computershare.com/verizon and follow the instructions for
opening a
Verizon Communications shareowner account online. You may enroll
in the
Plan
by authorizing a one-time deduction from your U.S. bank account for
an
initial investment of at least $500 or by establishing an automatic
monthly deduction from your U.S. bank account for a minimum of $100
per
transaction for at least five (5) consecutive months; or
|
| o |
Contact
the Plan Administrator to obtain an Initial Enrollment Form, complete
the
form and return it to the address provided. You can
either:
|
| > |
Enclose
a check for a minimum investment of $500. Please make sure your check
is
payable to "Computershare - Verizon;"
or,
|
| > |
Authorize
an automatic monthly deduction from your U.S. bank account for a
minimum
of $100 per transaction for at least five (5) consecutive months.
Automatic investment enrollment is provided on the reverse side of
the
Initial Enrollment Form.
|
If
you
wish to make your initial investment through automatic monthly deductions,
you
must agree to continue the deductions until the $500 minimum initial investment
is reached. Please note, such automatic monthly deductions continue indefinitely
beyond the initial investment until you notify the Plan Administrator to stop
your monthly deductions.
Beneficial
("Street Name") Owners - If your shares are held in the name of a bank, broker
or other nominee (that is, in "street name"), you should direct your bank,
broker or other nominee to have your shares of Verizon Communications registered
directly in your name. You can then enroll in the Plan as a registered
shareowner.
Dividend
Reinvestment Options - Quarterly cash dividends on some or all of your shares
will be automatically reinvested in additional Verizon Communications shares.
| o |
Full
Reinvestment - If you wish to reinvest the dividends on all your
shares,
elect the Full Dividend Reinvestment
option.
|
| o |
Partial
Reinvestment - If you wish to reinvest the dividends on less than
all your
shares, elect the Partial Dividend Reinvestment option and specify
the
number of whole shares for which you would like to receive a dividend
check. The dividends on the remaining shares will be reinvested in
additional shares of Verizon
Communications.
|
6
| One-time Account Setup Fee - $5.00 | |
| Investment Fees | |
| Dividend Reinvestment | 5% of Amount Invested |
| ($1.00 Min./$2.00 Max.) | |
| Additional Investments - Per Transaction | |
| Via check | $2.50 |
| Via Internet: one-time purchase | $2.50 |
| Via automatic monthly deduction | $1.00 |
| Sale Fee | $10.00 per sale |
| Brokerage Commissions and/or Fees | |
| On Sales | $0.07 per share |
| On Purchases | $0.03 per share |
| Other fees may apply - See below |
New
Investors - There is a one-time account setup fee of $5.00 if you are making
a
first-time purchase of Verizon Communications shares or establishing a new
investment account.
Dividend
Reinvestment - The fee for reinvesting each quarterly dividend is 5% of the
amount invested, with a minimum fee of $1.00 and a maximum fee of $2.00. (In
other words, if your quarterly dividend is $20 or less, the Plan Administrator's
fee will be $1.00. If your quarterly dividend is $25, the Plan Administrator's
fee will be $1.25. If your quarterly dividend is $40 or more, the Plan
Administrator's fee is capped at $2.00).
7
Additional
Investments - If you send a check to purchase additional shares of Verizon
Communications through the Plan, or if you authorize a one-time deduction from
your U.S. bank account via the Internet, the Plan Administrator will deduct
a
processing fee of $2.50 per investment.
Automatic
Monthly Deductions - If you authorize automatic monthly deductions from your
U.S. bank account, the fee is $1.00 per investment.
Brokerage
Commissions and/or Fees - Currently, a sale commission of $0.07 per share will
be deducted from the sales proceeds. A purchase commission of $0.03 per share
will be deducted from the purchase amount, except when new shares or treasury
shares are purchased from Verizon Communications.
Other
Fees - The Plan Administrator may charge a fee for each of the following:
returned payments, check copy, retrieval of certain archived data, prior year
tax form, overnight delivery, certain market price information, and confirmation
of account balance for party other than holder.
Cash
dividends elected for reinvestment, together with additional investments, will
be used to purchase Verizon Communications shares. At the sole discretion of
Verizon Communications, the shares purchased for the Plan will either be newly
issued shares, treasury shares, shares acquired in the open market by the Plan
Administrator or any combination of the foregoing.
8
| o |
Purchases
from Verizon Communications - The price of new and/or treasury shares
purchased directly from Verizon Communications will be the average
of the
high and low prices of Verizon Communications stock on the purchase
date
(based on the New York Stock Exchange Composite Transaction Listing)
or
the prior trading day, if the New York Stock Exchange is closed on
the
purchase date. Customarily, the purchase date for dividends will
be the
dividend payment
date; for additional investments, the purchase date will be the first
business day of each week. Although no brokerage commissions and/or
fees
will be charged to Plan participants for shares purchased directly
from
Verizon Communications, the investment fees listed in the "Participant
Fees" section of this prospectus will still
apply.
|
| o |
Purchases
in the Open Market - The price of shares purchased in the open market
will
be the weighted average price per share paid by the Plan Administrator
during the purchase period. For reinvested dividends, purchases may
begin
four (4) business days prior to the dividend payment date and end
thirty
(30) days after the dividend payment
date.
|
| o |
Combined
Purchases - If within a single investment period, the Plan Administrator
purchases shares both directly from Verizon Communications and in
the open
market, the price of shares will be the weighted average of the price
of
all shares purchased directly from Verizon Communications and the
price of
all shares purchased in the open market during that investment
period.
|
Investment
Methods and Timing
| o |
Reinvested
Dividends - The Plan Administrator will follow the procedures above
to
acquire shares for dividend reinvestment, based on the source of
the
shares, as Verizon Communications may decide from time to
time.
|
| o |
Initial
and Additional Investments - Customarily, all funds will be used
to
purchase shares on the first business day of each week, regardless
of the
source of the shares. If you are investing online, please refer
to your
Confirmation Page for the estimated debit date and investment date
for
your one-time deduction. If you are investing by mail, the Plan
Administrator must receive your check at least two (2) business
days prior
to an investment date in order to purchase shares
on such date. All funds, whether by check or automatic deduction
from your
bank account, must be payable in U.S. funds, and drawn on a U.S.
bank.
Checks should be made payable to "Computershare - Verizon." Cash,
money
orders, traveler's checks and third party checks will not be
accepted.
|
| o |
Automatic
Monthly Investments - If you wish to elect this investment option,
the
Plan Administrator must receive your request via the Internet at
www.computershare.com/verizon or by mail on an enrollment form, at
least
three (3) business days before the end of the month, in order to
begin
deductions the following month. Funds will be transferred on the
25th of
each month. If the 25th is not a banking business day, your funds
will be
transferred on the prior banking business day. Once deducted, the
Plan
Administrator will invest these funds on the first investment date
of the
following month. You can change the dollar amount or stop the automatic
monthly investments by contacting the Plan Administrator. The Plan
Administrator must receive your request at least seven (7) business
days
before the funds transfer date.
|
9
Due
to
the frequency of investments, the Plan Administrator will not return any
additional cash payments but will use the funds to purchase Verizon
Communications shares.
The
Plan
Administrator may sell such shares in your account, as necessary, to collect
any
amount due in the event that a payment is returned unpaid. The Plan
Administrator may also collect a fee for each payment returned unpaid and may
sell additional shares in your account to cover this fee.
Total
investments cannot exceed $200,000 per calendar year. For purposes of applying
this limit, all deposits (including initial investments, automatic monthly
deductions, and additional investments, but excluding dividend reinvestment
and
share deposits) are aggregated.
Please
note that you will not be able to instruct the Plan Administrator to purchase
shares at a specific time or
at a
specific price. Therefore, you will not be able to time precisely your purchase
through the Plan, and you will bear the market risk associated with fluctuations
in the market price of Verizon Communications shares. That is, if you send
in an
initial or additional investment or authorize automatic deductions, it is
possible that the market price of Verizon Communications shares could increase
or decrease before the Plan Administrator purchases shares with your funds.
In
addition, you will not earn interest on investments for the period before the
shares are purchased.
10
The
Plan
Administrator will send you a statement showing the status of your account
each
time you purchase shares, whether by dividend reinvestment, additional
investments or automatic deductions. You may also view your account information
online.
Shares
of
Verizon Communications purchased under the Plan will be maintained in your
Plan
account for safekeeping. Commonly known as "book-entry" ownership, this method
of shareowner registration saves you the time, cost and inconvenience of having
to care for stock certificates that can be easily damaged, lost or stolen.
Once
your shares are in safekeeping, you can conveniently transfer and sell them
by
contacting the Plan Administrator.
In
addition, whether you participate in the Plan or not, if you own shares of
Verizon Communications and you hold them in certificate form, you may send
them
to the Plan Administrator for safekeeping. Shareowners using this service who
are not participating in the Plan will continue to receive their dividends
in
cash.
All
shareowners that take advantage of this service will receive a detailed
statement each time there is activity in their account. To use the safekeeping
service, send
your
certificates along with a letter of instruction to the Plan Administrator.
There
is no cost to you for this service.
11
We
recommend that you use Registered Mail - return receipt requested - insured
for
up to 3% of the market value when sending certificates to the Plan
Administrator. Do not endorse the certificates or complete the assignment
section.
To
obtain
a stock certificate for a portion of your shares, you may contact the Plan
Administrator. Certificates will be issued for full shares only. Please allow
up
to five (5) business days once the Plan Administrator receives your request
to
issue the certificate.
You
may
establish an Individual Retirement Account (IRA) consisting of Verizon
Communications shares through the Plan by investing $500 or more. This service
has an annual fee. You may obtain more information regarding IRAs by calling
1-800-472-7428. If you would like to simply request an IRA enrollment form,
you
may call the Plan Administrator at 1-800-631-2355.
To
gift
or transfer some or all of your Verizon Communications shares to another person,
you will need to call the Plan Administrator to request "Transfer Instructions."
Transfer forms may also be downloaded from the Internet at www.computershare.com/verizon.
The completed transfer form must be signed and your signature must be guaranteed
by a financial institution participating in the Medallion Guarantee program.
Once your completed transfer instructions are received, your request will be
processed promptly by the Plan Administrator. You are not charged any fees
to
gift or transfer shares under the Plan.
12
You
can
sell some or all of the shares you have accumulated in the Plan by contacting
the Plan Administrator. If the dollar value of the sale is expected to exceed
$100,000, you must submit your sale request to the Plan Administrator in writing
by completing and mailing the form attached to your account statement. You
must
also submit any sale request within thirty (30) days of an address change in
writing to the Plan Administrator. The Plan Administrator reserves the right
to
decline to process a sale if it determines, in its sole discretion, that
supporting legal documentation is required.
The
sales
price per share will be the weighted average price per share received by the
Plan Administrator for all sales made that day for Plan participants and
non-participants using the "safekeeping" service, less brokerage commissions
and/or fees. The cash proceeds that you will receive will be equal to the number
of shares sold multiplied by the sales price on the date of sale, minus a $10.00
sales fee per transaction.
The
Plan
Administrator will sell shares as soon as practicable, generally within five
(5)
business days of receipt of your request. Please note that the Plan
Administrator is not able to accept instructions to sell on a specific day
or at
a specific price. If you prefer to have complete control as to the exact timing
and sales prices, you can withdraw the shares that you wish to sell and sell
them through a broker of your own choosing.
Please
note that if you choose to sell all of the shares you have accumulated in the
Plan, you will no longer be a participant. See "Withdrawal from the
Plan."
You
can
withdraw from the Plan and stop reinvesting your dividends at any time by
accessing your account online
at
www.computershare.com/verizon. Alternatively, you may contact the Plan
Administrator in writing or by telephone. In your request, you must instruct
the
Plan Administrator to terminate your participation by:
13
| > |
Continuing
to hold your full shares in "safekeeping" and selling any fraction
of a
share; or,
|
| > |
Issuing
a certificate for the full shares held in the Plan account and selling
any
fraction of a share; or
|
| > |
Selling
all shares, including any fraction of a share, held in your Plan
account.
|
The
Plan
Administrator will process a proper and complete request for withdrawal as
soon
as practicable (typically within five (5) business days after receipt). In
order
to be effective for a particular dividend date, the Plan Administrator should
receive your request prior to the dividend record date. If the request is
not received prior to the dividend record date, your request will be processed
but may not include any additional shares purchased with reinvested
dividends.
Please
note that if your Plan account contains less than one share of Verizon
Communications stock, the Plan Administrator is authorized to terminate your
Plan account and mail you a check for the fractional share amount.
In
the
event of an adverse market condition, such as trading curbs or market closure,
the Plan Administrator will not be able to guarantee the execution of any
purchase or sale transactions according to the terms and conditions of the
Plan.
| o |
All
the dividends paid to you - whether or not they are reinvested
under the
Plan - are considered taxable
income to you in the year they are received. The total amount will
be
reported to you and to the Internal Revenue Service (IRS) each
year.
|
14
| o |
You
will not realize a gain or loss for U.S. Federal income tax purposes
upon
the transfer of shares to the Plan or the withdrawal of whole shares
from
the Plan.
|
| o |
All
shares that are sold through the Plan Administrator will also be
reported
to the IRS, as required by law. Any profit or loss you incur should
be
reflected when you file your income tax
returns.
|
This
summary is not a comprehensive summary of all the tax considerations that may
be
relevant to your participation in the Plan. In addition, special tax
considerations may apply to certain participants, such as non-U.S. persons
and
those persons participating through an IRA. Be sure to keep your account
statements for income tax purposes. If you have questions about the tax basis
or
ramifications of any transaction, please consult your own tax
advisor.
For
any
shareowner meeting, you will receive a proxy that will cover all the Verizon
Communications shares registered in your name. The proxy allows you to indicate
how you want to vote your shares. We will vote your shares only as you indicate.
If you return a signed and dated proxy card but do not indicate how the shares
are to be voted, however, the shares represented by your proxy card will be
voted as recommended by the Verizon Communications' Board of
Directors.
If
Verizon Communications declares a stock split or stock dividend, the new shares
of common stock will be added to your account or distributed in the form of
a
certificate, at the sole discretion of Verizon Communications.
15
In
the
event of a stock subscription or other offering of rights to shareowners, your
rights will be based on your registered holdings. Materials will be distributed
that will allow you to exercise your total rights.
Verizon
Communications reserves the right to add to, modify or terminate the Plan at
any
time. The Plan Administrator will send you written notice of any significant
changes. No modification or termination will affect your previously executed
transactions. The Plan Administrator also reserves the right to change any
administrative procedures of the Plan or add new and improved features to the
Plan without notifying Plan participants.
Visit www.computershare.com/verizon to see new Plan features.
Neither
Verizon Communications nor the Plan Administrator, Computershare Trust Company,
N.A., will be liable for any act, or for any failure to act, as long as they
have made good faith efforts to carry out the terms of the Plan, including,
without limitation, any claims of liability (a) arising out of failure to cease
reinvestment of dividends for you upon your death prior to receipt of written
notice of death from the appropriate fiduciary, and (b) with respect to the
prices or times at which shares are purchased or sold for your account, as
described in this prospectus and on the forms that are designed to accompany
each investment or activity. Additionally, neither Verizon Communications nor
the Plan Administrator will have any responsibility for the market value of
shares in your Plan account.
16
Governing
Law
Delaware
law governs the terms and conditions of the Plan, including those in this
document, as well as those that are described in detail on the enrollment forms
and account statements.
The
proceeds, if any, from the sale by Verizon Communications of newly issued and
treasury shares offered will be used for general corporate purposes. We are
unable to estimate the aggregate amount of these proceeds.
The
consolidated financial statements of Verizon Communications Inc. (Verizon)
incorporated by reference in Verizon's Annual Report (Form 10-K) for the year
ended December 31, 2005 (including the schedule appearing therein), and Verizon
management's assessment of the effectiveness of internal control over financial
reporting as of December 31, 2005 incorporated by reference therein, have been
audited by Ernst & Young LLP, independent registered public accounting firm,
as set forth in its reports thereon, incorporated by reference therein, and
incorporated herein by reference. Such consolidated financial statements and
management's assessment are incorporated herein by reference in reliance upon
such reports given on the authority of such firm as experts in accounting and
auditing.
Mr.
William P. Barr, Executive Vice President and General Counsel of Verizon
Communications Inc., passed upon the legality of the securities being offered
pursuant to the Plan. As of October 31, 2006, Mr. Barr was the beneficial owner
of approximately 13,739 shares of Verizon Communications Common Stock and had
options to purchase an aggregate of 1,435,700 shares within the next 60
days.
17
As
permitted by law, directors and officers of Verizon Communications Inc. are
entitled to indemnification under certain circumstances against liabilities
and
expenses incurred in connection with legal proceedings in which they become
involved as a result of serving as such director or officer. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may
be
permitted to directors, officers or persons controlling Verizon Communications
Inc. pursuant to the foregoing provisions, Verizon Communications Inc. has
been
informed 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.
Verizon
Communications Inc. files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(SEC). You may read and copy any reports, proxy statements or other information
we file at the SEC's public reference room at 100 F. Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on
the
public reference rooms. You may also access our SEC filings at the SEC's
Internet site (http://www.sec.gov).
18
This
prospectus is part of a Registration Statement on Form S-3 that we filed with
the SEC to register the shares offered under the Plan. As allowed by SEC rules,
this prospectus does not contain all information you can find in the
Registration Statement or the exhibits to the Registration Statement. The SEC
allows us to "incorporate by reference" information into this prospectus,
which means that we can disclose important information to you by referring
you
to another document filed separately with the SEC. The information incorporated
by reference is considered to be part of this prospectus and later information
filed with the SEC will update and supersede this information. We incorporate
by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until our offering is completed.
| o |
Annual
Report on Form 10-K for the fiscal year ended December 31,
2005;
|
| o |
Quarterly
Reports on Form 10-Q for the quarter ended March 31, 2006, June 30,
2006
and September 30, 2006;
|
| o |
Current
Reports on Form 8-K filed on January 6, 2006, January 6, 2006, January
9,
2006, January 12, 2006, January 17, 2006, January 20, 2006, January
24,
2006, January 26, 2006, January 27, 2006, February 2, 2006, February
9,
2006, February 21, 2006, February 27, 2006, February 28, 2006, March
7,
2006, April 4, 2006, May 9, 2006, July 3, 2006, July 7, 2006, July
24,
2006, August 15, 2006, August 23, 2006, September 28, 2006 and October
18,
2006; and
|
| o |
The
description of the registrant's Common Stock contained in the registration
statement on September 23, 2003 on Form S-3, File No. 333-109028,
and any
amendment filed for the purpose of updating this
description.
|
To
receive a copy of any documents that we incorporate by reference at no cost
contact us at:
Verizon
Communications Inc.
Shareowner
Services
One
Verizon Way
Basking
Ridge, NJ 07920
Telephone
(212) 395-1525
Internet
site: www.verizon.com/investor
You
should rely only on the information contained or incorporated by reference
in
this prospectus. We have authorized no one to provide you with different
information. You should not assume that the information in this prospectus
is
accurate as of any date other than the date hereof.
19
|
V2-DIP3-11/06
002CS60106
|
| o |
Ticker
symbol (NYSE): VZ
|
| o |
Internet
site:
http://www.verizon.com/investor
|
| o |
Plan
Administrator:
Computershare
Trust Company, N.A.
Telephone
1-800-631-2355
www.computershare.com/verizon
|
20
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
Other Expenses of Issuance and Distribution.
The
following is a statement of estimated expenses in connection with the
issuance
and distribution of the securities being registered, other than underwriting
discounts and commission.
|
1.
Registration fee
|
$
|
114,822
|
||
|
2.
Cost of printing
|
35,000
|
|||
|
3.
Accounting fees
|
20,000
|
|||
|
4.
Miscellaneous
|
5,178
|
|||
|
$
|
175,000
|
Item
15.
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 Communications Inc. ("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.
21
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
16.
Exhibits.
See
Exhibit Index on Page E-1.
Item
17.
Undertakings.
The
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 (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. 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 and of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in
the effective 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 (i), (ii) and (iii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration
statement.
22
| 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 which remain unsold at the termination
of the
offering.
|
| 4) |
That,
for the purpose of determining liability under the Act to any
purchaser:
|
(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall
be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration statement;
and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or
(b)(7) as part of a registration statement in reliance on Rule 430B relating
to
an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Act shall be
deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in rule 430B, for liability purposes of the
issuer and any person that is at the date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating
to the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities in that time shall be deemed to be the initial
bona
fide
offering thereof. Provided,
however,
that no
statement made in a registration statement or the prospectus that is part
of the
registration statement or made in a document incorporated or deemed incorporated
or deemed incorporated by referenced into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date; or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant
to
Rule 424(b) as part of a registration statement relating to an offering,
other
than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included
in
the registration statement as of the date it is first used after effectiveness.
Provided,
however,
that no
statement made in a registration statement or prospectus that is part of
the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of
the
registration statement will, as to a purchaser with a time of contract of
sale
prior to such first use, supersede or modify any statement that was made
in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
| 5) | That, for the purpose of determining liability of the Registrant under the Act to any purchaser in the initial distribution of the securities: |
The
undersigned Registrant undertakes that in a primary offering of securities
of
the undersigned Registrant pursuant to this Registration Statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned Registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned Registrant relating
to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of
the undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned Registrant or its
securities provided by or on behalf of the undersigned Registrant;
and
(iv)
Any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
Insofar
as indemnification for liabilities arising under the Act may be permitted to
officers, directors and controlling persons of the Registrant pursuant to any
charter provision, by-law 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 payment by the Registrant of expenses incurred or paid by an officer,
director or controlling person of the Registrant 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, 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.
23
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-3 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 the 14th day of November,
2006.
|
VERIZON
COMMUNICATIONS INC.
(Registrant)
|
||
| |
|
|
| By: | /s/ Catherine T. Webster | |
|
Catherine T. Webster |
||
| Senior Vice President and Treasurer | ||
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 dates indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
*
|
||||
|
James
R. Barker
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Richard
L. Carrión
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Robert
W. Lane
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Sandra
O. Moose
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Joseph
Neubauer
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Donald
T. Nicolaisen
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Thomas
H. O'Brien
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Clarence
Otis, Jr.
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Hugh
B. Price
|
Director
|
November
14,
2006
|
24
|
SIGNATURE
|
TITLE
|
DATE
|
||
|
*
|
||||
|
Ivan
G. Seidenberg
|
Chairman
and Chief Executive Officer
(principal
executive officer)
|
November
14, 2006
|
||
|
|
||||
|
*
|
||||
|
Walter
V. Shipley
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
John
R. Stafford
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Robert
D. Storey
|
Director
|
November
14, 2006
|
||
|
*
|
||||
|
Doreen
A. Toben
|
Executive
Vice President and
Chief
Financial
Officer
(principal
financial officer)
|
November
14, 2006
|
||
|
|
|
|||
|
|
|
|||
|
*
|
||||
|
Thomas
A. Bartlett
|
Senior
Vice President and Controller
(principal
accounting officer)
|
November
14,
2006
|
*By:
/s/ Catherine T. Webster
Catherine
T. Webster
(as
attorney-in-fact)
25
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 William P. Barr (Included in Exhibit
5).
|
| 24 |
Powers
of Attorney
|
26