As filed with the Securities and Exchange Commission on February ___, 2000
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)
500 Airport Blvd., Suite 340
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)
Telephone Number, Including Area Code, of Agent For Service: (650) 375-6700
copy to
Laura D. Richman
Mayer, Brown & Platt
190 S. LaSalle Street
Chicago, Illinois 60603
-----------------------------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------
Proposed
Proposed Maximum
Titles of Securities Maximum Aggregate Amount of
to be Amount to be Offering Price Offering Registration
Registered Registered Per Share* Price* Fee
---------- ------------ -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 Shares $20.72 $10,360,070 $2,736
$.0001 par value
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
* Pursuant to Rule 457(h)(1), the Proposed Maximum Offering Price Per Share
is estimated as $20.72 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 February 8, 2000
<PAGE>
Pursuant to General Instruction E to Form S-8, the contents of the
Company's Registration Statements on Form S-8, File No. 333-24833 and File
No. 333-51699 (the "Prior Registration Statements") are incorporated
herein by reference. This Registration Statement covers 500,000 shares
which, together with the 4,000,000 shares being carried forward from the
Prior Registration Statements and upon which a fee has previously been
paid, constitute the 4,500,000 shares issuable under the 1997 Pacific
Gateway Exchange, Inc. 1997 Long-Term Incentive Plan.
PART II
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 or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Burlingame,
State of California, on this 10th day of February, 2000.
PACIFIC GATEWAY EXCHANGE, INC.
By: /s/ Sandra Grey
-----------------------
Sandra Grey
-2-
<PAGE>
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 or amendment thereto has been signed below by the
following persons in their respective capacities on this 10th day of
February, 2000.
Signature Title
- --------- -----
/s/ Howard A. Neckowitz President, Chief Executive Officer and
Howard A. Neckowitz Chairman of the Board and Director
(Principal Executive Officer)
/s/ Gail E. Granton Chief Operating Officer, Global Marketing and
Gail E. Granton Offshore Development, Secretary and Director
/s/ Sandra Grey Chief Financial Officer
Sandra Grey (Principal Financial Officer)
(Principal Accounting Officer)
/s/ Robert Calafell Director
Robert Calafell
/s/ Charles M. Dalfen Director
Charles M. Dalfen
/s/ James J. Junewicz Director
James J. Junewicz
/s/ Barry J. Volante Director
Barry J. Volante
-3-
<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 PricewaterhouseCoopers LLP
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 Quarterly Report on Form
10-Q for the quarter ended September 30, 1998 (File No.
000-21043), and incorporated into this Registration Statement on
Form S-8 by reference.
-4-
Exhibit 5
[MAYER, BROWN & PLATT LETTERHEAD]
February 10, 2000
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 500,000
additional 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 Statement on Form S-8
relating to the Common Stock to be issued under the Plan (the "Registration
Statement") 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 Statement.
Very truly yours,
MAYER, BROWN & PLATT
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 19, 1999, except for
Note 10, as to which the date is March 2, 1999, relating to the financial
statements, which appears in the 1998 Annual Report to Shareholders of
Pacific Gateway Exchange, Inc., which is incorporated by reference in
Pacific Gateway Exchange, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998. We also consent to the incorporation by reference
of our report dated February 19, 1999 relating to the financial statement
schedules, which appears in such Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
San Francisco, California
February 10, 2000
