As filed with the Securities and Exchange Commission on May 1, 1998
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Pacific Gateway Exchange, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3134065
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
533 Airport Blvd., Suite 505
Burlingame, California 94010
(Address of Principal Executive Offices) (Zip Code)
Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive Plan
(Full Title of the Plan)
Howard A. Neckowitz
President and Chief Executive Officer
533 Airport Blvd., Suite 505
Burlingame, California 94010
(Name and Address of Agent For Service)
(650) 375-6700
(Telephone Number, Including Area Code, of Agent For Service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Securities to be Amount to be Offering Price Aggregate Amount of
Registered Registered Per Share* Offering Price* Registration Fee
<S> <C> <C> <C> <C>
Common Stock, $.0001 par 3,703,255
value........................... Shares $52.375 $193,957,980.63 $57,217.61
======================================================================================================================
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* Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
is estimated as $52.375 solely for purposes of calculating the registration
fee on the basis of the average of the high and low prices of the Common
Stock as reported in The Wall Street Journal on April 27, 1998.
<PAGE>
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statement on Form S-8, File No. 333-24833, as
amended by Post-Effective Amendment No. 1 thereto (the "Prior Registration
Statement") are incorporated herein by reference. This Registration
Statement covers 3,703,255 shares which, together with the 296,745 shares
being carried forward from the Prior Registration Statement and upon which
a fee has previously been paid, constitute the 4,000,000 shares issuable
under the 1997 Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive
Plan.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index which is incorporated herein by reference.
1
<PAGE>
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 Burlingame, State of California,
on this 1st day of May, 1998.
PACIFIC GATEWAY EXCHANGE, INC.
By: /s/ Howard A. Neckowitz
------------------------
Howard A. Neckowitz
President, Chief Executive Officer and
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Howard A. Neckowitz or Gail E. Granton, the true and lawful
attorney-in-fact and agents of the undersigned, with full power of
substitution and resubstitution, for and in the name, place and stead of
the undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and
hereby grants to such attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to
be done, as fully to all intents and purposes as the undersigned might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
their respective capacities on this 1st day of May, 1998.
Signature Title
--------- -----
/s/ Howard A. Neckowitz President, Chief Executive Officer
Howard A. Neckowitz and Chairman of the Board and
Director (Principal Executive Officer)
/s/ Gail E. Granton Executive Vice President,
Gail E. Granton International Business Development,
Secretary and Director
/s/ Sandra Grey
Sandra Grey Chief Financial Officer
(Principal Financial Officer)
(Principal Accounting Officer)
/s/ Barry J. Volante
Barry J. Volante Director
/s/ Charles M. Dalfen
Charles M. Dalfen Director
/s/ James J. Junewicz
James J. Junewicz Director
S-1
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4(a) Amended and Restated Certificate of Incorporation
of Pacific Gateway Exchange, Inc., as amended
May 20, 1997. 1/
4(b) By-laws of Pacific Gateway Exchange, Inc., as
amended December 30, 1997. 2/
5 Opinion of Mayer, Brown & Platt.
23(a) Consent of Coopers & Lybrand L.L.P.
23(b) Consent of Mayer, Brown & Platt (contained in
Exhibit 5).
24 Powers of Attorney (included on the signature page
of the registration statement).
- ----------------
1/ Filed as Exhibit 3.1 to the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997 (File No. 000- 21043),
and incorporated into this Registration Statement on Form S-8 by
reference.
2/ Filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1997 (File No. 000-21043), and
incorporated into this Registration Statement on Form S-8 by
reference.
E-1
Exhibit 5
[MAYER, BROWN & PLATT LETTERHEAD]
May 1, 1998
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Pacific Gateway Exchange, Inc.
Registration Statements on Form S-8 -- 1997 Long-Term Incentive Plan
--------------------------------------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Pacific Gateway Exchange, Inc., a
Delaware corporation (the "Company"), and we are familiar with the
corporate proceedings taken and to be taken in connection with the
registration under the Securities Act of 1933, as amended, of 4,000,000
shares of Common Stock, $.0001 par value per share ("Common Stock"), of the
Company available for issuance under the Company's 1997 Long-Term Incentive
Plan (the "Plan").
We have examined the Company's Registration Statements on Form S-8 relating
to the Common Stock to be issued under the Plan (the "Registration
Statements") and are familiar with the Certificate of Incorporation and the
By-laws of the Company and the Plan. We have also examined such other
documents, records and certificates of the Company as we consider necessary
for the purpose of this opinion.
Based on the foregoing, we are of the opinion that the shares of Common
Stock to be issued pursuant to the Plan have been duly authorized and will,
upon due issuance and sale thereof, be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements.
Very truly yours,
Mayer, Brown & Platt
Exhibit 23(a)
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement
of Pacific Gateway Exchange, Inc. on Form S-8 and the related Prospectus
pertaining to the registration of 3,703,255 shares of Common Stock under
the Pacific Gateway Exchange, Inc. 1997 Long-Term Incentive Plan of our
report dated February 16, 1998, on our audits of the consolidated financial
statements and the financial statement schedules of Pacific Gateway Exchange
and Subsidiaries as of December 31, 1997 and 1996 and for the years
ended December 31, 1997, 1996, and 1995 which report is included in
Pacific Gateway Exchange, Inc.'s 1997 Annual Report on Form 10-K, amended
by Form 10-K/A Amendment No. 1.
COOPERS & LYBRAND L.L.P.
San Francisco, California
April 30, 1998
