<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 1996
REGISTRATION NO. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
IXC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 74-2644120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5000 Plaza on the Lake, Suite 200
Austin, Texas 78746
(512) 328-1112
(Address of Principal Executive Offices)
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IXC COMMUNICATIONS, INC. 1996 STOCK PLAN
IXC COMMUNICATIONS, INC. AMENDED AND RESTATED 1994 STOCK PLAN
(Full title of the plans)
------------------------
John J. Willingham
Senior Vice President, Chief Financial Officer and Secretary
IXC Communications, Inc.
5000 Plaza on the Lake, Suite 200
Austin, Texas 78746
(512) 427-3737
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
Michael P. Whalen, Esq.
Elaine R. Levin, Esq.
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, California 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,047,800 shares $ 3.01 $3,153,878
$.01 per share 278,000 shares 15.375 $4,274,250
2,008,437 shares 18.625 $37,407,139
- ----------------------------------------------------------------------------------------------------------
Total 3,334,237 shares $44,835,267 $15,461
==========================================================================================================
</TABLE>
(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to the number of
shares of Common Stock stated above, such additional shares of Common Stock to
be offered or issued to prevent dilution as a result of future stock dividends
or stock splits.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457. With respect to options heretofore granted to purchase
1,047,800 shares and 278,000 shares, the proposed maximum aggregate offering
price is based on the actual exercise price of $3.01 and $15.375, respectively,
and (ii) with respect to the remaining 2,008,437 shares, the proposed maximum
aggregate offering price is based on the average of the high and low sales
prices of the Company's Common Stock, as reported on the Nasdaq National Market
on August 29, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by IXC Communications,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference into this Registration Statement:
(1) The Prospectus used in the United States and Canada of the Company
dated July 2, 1996, as filed with the Commission on July 3, 1996 pursuant to
Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-4061).
(2) The description of the Company's Common Stock, beginning on page 55
of the Prospectus which forms a part of the Company's Amendment No. 2 to
Registration Statement on Form S-1, as filed with the Commission on June 28,
1996 (File No. 333-4061), under the caption "Description of Capital Stock."
(3) The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1996.
(4) All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part thereof from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein, modified or superseded such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered hereby has been
passed upon for the Company by Riordan & McKinzie, a Professional Law
Corporation ("Riordan & McKinzie"). Carl W. McKinzie, a director and stockholder
of the Company, is a principal of Riordan & McKinzie. The Company has granted an
option covering shares of the Company's common stock to another principal of
Riordan & McKinzie. Also, certain attorneys of Riordan & McKinzie beneficially
own additional shares of the Company's common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Article VII, Section 8 of the
Company's Bylaws provides that the Company shall indemnify its officers,
directors, employees and agents to the fullest extent permitted by the Delaware
General Corporation Law ("DGCL"). Section 145 of the DGCL provides that a
Delaware corporation has the power to indemnify its officers and directors in
certain circumstances.
Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation),
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding provided that such director or officer acted in good faith in
a manner he or she reasonably believed to be in or not opposed to
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the best interests of the corporation, and, with respect to any criminal action
or proceeding, provided that such director or officer had no cause to believe
his or her conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses actually and reasonably incurred in connection with the
defense or settlement of such action or suit provided that such director or
officer acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such director or officer shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action was brought shall determine that despite the
adjudication of liability, but in view of all the circumstances of the case,
such director or officer is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsections (a) and (b) or in the defense of any
claim, issue or matter therein, he or she shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith; that indemnification provided for by Section 145 shall not
be deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the corporation shall have power to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against him or her or incurred by him or her in any such
capacity or arising out of his or her status as such whether or not the
corporation would have the power to indemnify him or her against such
liabilities under Section 145.
Article Tenth of the Company's Restated Certificate of Incorporation
currently provides that each director shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except for liability: (i) for any breach of the director's duty of
loyalty to the Company or its stockholders; (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) for unlawful payment of dividends or unlawful stock repurchases or
redemptions as provided under Section 174 of the DGCL; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company carries directors' and officers' liability insurance
covering its directors and officers.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Riordan & McKinzie, a Professional Law Corporation.
23.1 Consent of Riordan & McKinzie, a Professional Law Corporation -
included in Exhibit 5.1.
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on page II-4).
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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:
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(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(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;
(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) and (ii) above do 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 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer 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.
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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 this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Austin, State of Texas, on September 4, 1996.
IXC COMMUNICATIONS, INC.
By: /s/ John J. Willingham
--------------------------------------------------
John J. Willingham
Senior Vice President, Chief Financial Officer and
Secretary
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John J. Willingham and Ralph J. Swett and
each of them, his or her true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for each person and in his or her
name, place and stead, in any and all capacities, to sign any and all 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, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman of the Board, Chief
/s/ Ralph J. Swett Executive Officer, and Director
- --------------------------- (Principal Executive Officer) September 4, 1996
Ralph J. Swett
Senior Vice President, Chief Financial
/s/ John J. Willingham Officer and Secretary (Principal
- --------------------------- Financial and Accounting Officer) September 4, 1996
John J. Willingham
/s/ Richard D. Irwin
- --------------------------- Director September 4, 1996
Richard D. Irwin
/s/ Wolfe H. Bragin
- --------------------------- Director September 4, 1996
Wolfe H. Bragin
/s/ Carl W. McKinzie
- --------------------------- Director September 4, 1996
Carl W. McKinzie
/s/ Joe C. Culp
- --------------------------- Director September 4, 1996
Joe C. Culp
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ Phillip L. Williams
- --------------------------- Director September 4, 1996
Phillip L. Williams
</TABLE>
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description
- ------------ -----------
5.1 Opinion of Riordan & McKinzie, a Professional Law Corporation
23.1 Consent of Riordan & McKinzie, a Professional Law Corporation -
included in Exhibit 5.1
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on page II-4)
<PAGE> 1
EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
September 5, 1996
9-098-001
IXC Communications, Inc.
5000 Plaza on the Lake, Suite 200
Austin, Texas 78746
Ladies and Gentlemen:
You have requested our opinion with respect to the 3,334,237 shares of
common stock (the "Stock Option Shares") of IXC Communications, Inc., a Delaware
corporation (the "Company"), 2,121,787 and 1,212,450 shares of which are
remaining to be issued upon the exercise of stock options granted, or to be
granted, under the Company's 1996 Stock Plan (the "1996 Plan") and the Company's
Amended and Restated 1994 Stock Plan (the "1994 Plan"), respectively
(collectively, the "Stock Option Plans").
The Stock Option Shares are the subject of a Registration Statement on
Form S-8 (the "Registration Statement"), to which this opinion is attached as an
exhibit, to be filed with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933, as amended.
We have examined (i) the Company's Certificate of Incorporation, as
amended and restated and currently in effect, (ii) the Company's Bylaws, as
amended to date, (iii) each of the Stock Option Plans, (iv) the Registration
Statement and (v) the originals or copies, certified to our satisfaction, of
such records, documents, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have also examined the records of corporate proceedings
taken in connection with the adoption of each of the Stock Option Plans.
Based upon the foregoing examinations and subject to compliance with
the applicable state securities and "blue sky" laws, we are of the opinion that
(i) the 2,121,787 shares of the Company's common stock, when offered, sold and
paid for pursuant to the exercise of stock options granted pursuant to the 1996
Plan, will be duly authorized, validly issued, fully paid and non-assessable,
and (ii) the 1,212,450 shares of the Company's common stock, when offered, sold
and paid for pursuant to the exercise of stock options granted pursuant to the
1994 Plan, will be duly authorized, validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ RIORDAN & McKINZIE
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the IXC Communications, Inc. 1996 Stock Plan
and the IXC Communications, Inc. Amended and Restated 1994 Stock Plan of our
report dated March 1, 1996, except for Note 18, as to which the date is June 12,
1996, with respect to the consolidated financial statements included in the
Prospectus of IXC Communications, Inc. made a part of the Company's Amendment
No. 2 to the Registration Statement (Form S-1 No. 333-4061) filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Austin, Texas
September 3, 1996
