<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 30, 1998
REGISTRATION NO.
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)
------------------------
Delaware 74-2644120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1122 Capital of Texas Highway South
Austin, Texas 78746
(512) 328-1112
(Address of Principal Executive Offices)
------------------------
IXC COMMUNICATIONS, INC. 1998 STOCK PLAN
IXC COMMUNICATIONS, INC. OUTSIDE DIRECTORS' PHANTOM STOCK PLAN
(Full title of the plans)
------------------------
Jeffrey C. Smith, Esq.
Senior Vice President and General Counsel
IXC Communications, Inc.
1122 Capital of Texas Highway South
Austin, Texas 78746
(512) 427-3737
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
COPIES TO:
Karen C. Goodin, Esq.
Kirk F. Maldonado, Esq.
Michael P. Whalen, Esq.
Riordan & McKinzie
695 Town Center Drive, Suite 1500
Costa Mesa, California 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
TITLE OF PROPOSED PROPOSED
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 3,200,000 $34.22 $109,504,000 $32,304
$.01 per share
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933
(the "Securities Act"), this registration statement also 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 resulting from future stock dividends, stock splits or similar
transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act, 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 October 26, 1998.
<PAGE> 2
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 Company's Annual Report on Form 10-K (File No. 0-20803) for its
fiscal year ended December 31, 1997 as filed with the Commission on March 16,
1998.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 filed with the Commission on May 15, 1998.
(3) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998 filed with the Commission on August 12, 1998.
(4) The Company's Current Report on Form 8-K dated January 8, 1998 and
filed with the Commission on January 9, 1998.
(5) The Company's Current Report on Form 8-K dated January 30, 1998 and
filed with the Commission on February 2, 1998.
(6) The Company's Current Report on Form 8-K dated February 12, 1998
and filed with the Commission on February 13, 1998.
(7) The Company's Current Report on Form 8-K dated March 2, 1998 and
filed with the Commission on March 4, 1998.
(8) The Company's Current Report on Form 8-K dated March 18, 1998 and
filed with the Commission on March 18, 1998.
(9) The Company's Current Report on Form 8-K dated March 30, 1998 and
filed with the Commission on April 7, 1998.
(10) The Company's Current Report on Form 8-K dated April 2, 1998 and
filed with the Commission on April 7, 1998.
(11) The Company's Current Report on Form 8-K dated April 15, 1998 and
filed with the Commission on April 24, 1998.
(12) The Company's Current Report on Form 8-K dated April 17, 1998 and
filed with the Commission on April 21, 1998.
(13) The Company's Current Report on Form 8-K dated April 21, 1998 and
filed with the Commission on April 22, 1998.
(14) The Company's Current Report on Form 8-K dated April 23, 1998 and
filed with the Commission on April 24, 1998.
(15) The Company's Current Report on Form 8-K dated April 29, 1998 and
filed with the Commission on April 30, 1998.
(16) The Company's Current Report on Form 8-K dated May 27, 1998 and
filed with the Commission on May 29, 1998.
(17) The Company's Current Report on Form 8-K dated June 3, 1998 and
filed with the Commission on June 4, 1998.
(18) The Company's Current Report on Form 8-K dated June 23, 1998 and
filed with the Commission on June 23, 1998.
(19) The Company's Current Report on Form 8-K dated July 29, 1998 and
filed with the Commission on July 30, 1998.
(20) The Company's Current Report on Form 8-K dated July 30, 1998 and
filed with the Commission on July 31, 1998.
(21) The Company's Current Report on Form 8-K dated July 31, 1998 and
filed with the Commission on August 21, 1998.
(22) The Company's Current Report on Form 8-K dated August 21, 1998 and
filed with the Commission on August 21, 1998.
(23) The Company's Current Report on Form 8-K dated September 2, 1998
and filed with the Commission on September 3, 1998.
(24) The Company's Current Report on Form 8-K dated September 8, 1998
and filed with the Commission on September 11, 1998.
(25) The Company's Current Report on Form 8-K dated October 30, 1998
and filed with the Commission on October 30, 1998.
(26) The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A dated May 31, 1996 and filed with the
Commission on June 3, 1996 as amended by Form 8-A/A dated June 26, 1996 as
filed with the Commission on June 26, 1996.
(27) All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 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.
II-1
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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 ("Section 145")
provides that a Delaware corporation has the power to indemnify its officers and
directors in certain circumstances.
Subsection (a) of Section 145 empowers a corporation to indemnify any
person, including any director or officer, or a 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 by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the 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 reasonable cause to believe the person's conduct was
unlawful.
II-2
<PAGE> 4
Subsection (b) of Section 145 empowers a corporation to indemnify any
person, including any director or officer, or a 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 by
the person in connection with the defense or settlement of such action or suit
if the person acted in good faith and in a manner the person 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 person 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 person 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.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Deloitte & Touche LLP.
23.6 Consent of Yount, Hyde & Barbour, P.C.
23.7 Consent of Mayer Hoffman McCann L.C.
24.1 Powers of Attorney (included on the signature page hereto).
II-3
<PAGE> 5
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:
(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.
II-4
<PAGE> 6
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 October 29, 1998.
IXC COMMUNICATIONS, INC.
By: /s/ James F. Guthrie
---------------------
James F. Guthrie
Executive Vice President and Chief Financial Officer
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jeffrey C. Smith and Benjamin L. Scott
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>
President, Chief Executive Officer, Chairman
/s/ Benjamin L. Scott and Director (Principal Executive Officer) October 29, 1998
- -----------------------------------------
Benjamin L. Scott
Executive Vice President and Chief
Financial Officer (Principal Financial
/s/ James F. Guthrie and Accounting Officer) October 29, 1998
- -----------------------------------------
James F. Guthrie
/s/ Ralph J. Swett Director October 29, 1998
- -----------------------------------------
Ralph J. Swett
/s/ Richard D. Irwin Director October 29, 1998
- -----------------------------------------
Richard D. Irwin
/s/ Wolfe H. Bragin Director October 29, 1998
- -----------------------------------------
Wolfe H. Bragin
/s/ Carl W. McKinzie Director October 29, 1998
- -----------------------------------------
Carl W. McKinzie
/s/ Joe C. Culp Director October 29, 1998
- -----------------------------------------
Joe C. Culp
/s/ Phillip L. Williams Director October 29, 1998
- -----------------------------------------
Phillip L. Williams
</TABLE>
II-5
<PAGE> 7
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.
23.3 Consent of Arthur Andersen LLP.
23.4 Consent of KPMG Peat Marwick LLP.
23.5 Consent of Deloitte & Touche LLP.
23.6 Consent of Yount, Hyde & Barbour, P.C.
23.7 Consent of Mayer Hoffman McCann L.C.
24.1 Powers of Attorney (included on the signature page hereto).
II-6
<PAGE> 1
EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
(714) 433-2900
October 30, 1998
9-098-001
IXC Communications, Inc.
1122 Capital of Texas Highway South
Austin, Texas 78746
Ladies and Gentlemen:
You have requested our opinion with respect to the 3,200,000 shares (the
"Shares") of common stock (the "Common Stock") of IXC Communications, Inc., a
Delaware corporation (the "Company"), 3,150,000 of which are available to be
issued upon the exercise of stock options or the purchase of restricted stock
under the Company's 1998 Stock Plan (the "1998 Plan") and 50,000 of which are
available to be issued under the Company's Outside Directors' Phantom Stock Plan
1998 Restatement (the "Phantom Plan" and with the 1998 Plan, the "Plans").
The Shares are the subject of a Registration Statement on Form S-8 (the
"Registration Statement"), to which this opinion is attached as an exhibit which
is being filed on the date hereof with the Securities and Exchange 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) the 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,
amendment, restatement and/or administration of each of the Plans, as
applicable.
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 3,150,000 shares of Common Stock, when offered, sold and paid for pursuant
to the exercise of stock options or the purchase of restricted stock pursuant to
the 1998 Plan, will be duly authorized, validly issued, fully paid and
non-assessable and (ii) the 50,000 shares of Common Stock, when offered and sold
pursuant to the terms of the Phantom 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 for the registration of 3,200,000 shares of Common Stock related to
the IXC Communications, Inc. 1998 Stock Plan and IXC Communications, Inc.
Outside Directors' Phantom Stock Plan, of our report dated June 30, 1998, with
respect to the consolidated financial statements of IXC Communications, Inc.
included in the Current Report on Form 8-K for the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
Austin, Texas
October 29, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on Network Long Distance,
Inc. dated January 21, 1998 included in IXC Communications, Inc. Form 8-K dated
April 15, 1998 and the incorporation by reference in this registration statement
of our report on Network Long Distance, Inc. dated May 18, 1998 included in IXC
Communications, Inc. Form 8-K dated October 29, 1998.
/s/ ARTHUR ANDERSEN LLP
Jackson, Mississippi
October 29, 1998
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Network Long Distance, Inc.:
We consent to the incorporation by reference of our report dated June 5, 1997
with respect to the consolidated balance sheets of Eastern Telecom
International Corporation and subsidiaries as of March 31, 1997 and April 30,
1996, and the related consolidated statements of operations, changes in
redeemable preferred stock and shareholders' equity and cash flows for the
eleven month period ended March 31, 1997 and each of the years in the two year
period ended April 30, 1996, which report appears in the Form 8-K/A of Network
Long Distance, Inc. dated June 26, 1997 and to the reference to our firm under
the heading "Experts" in the prospectus.
/s/ KPMG PEAT MARWICK LLP
Norfolk, Virginia
October 29, 1998
<PAGE> 1
EXHIBIT 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 related to the IXC Communications, Inc. 1998 Stock Plan and Outside
Directors' Phantom Stock Plan of our report on National Teleservice, Inc. dated
July 28 , 1997, appearing in the Proxy Statement/Prospectus, which is part of
Amendment No. 1 to Registration Statement No. 333-48079 of IXC Communications,
Inc. on Form S-4 and of our report on National Teleservice, Inc. dated December
6, 1996 (May 12, 1997 as to Note 10) appearing in the current report on Form
8-K/A dated May 7, 1997, which is incorporated by reference in Amendment No. 1
to Registration Statement No. 333-48079 of IXC Communications, Inc. on Form
S-4, which are incorporated by reference in the current report on Form 8-K of
IXC Communications, Inc. dated April 15, 1998. We also consent to the
incorporation by reference in this Registration Statement of our report on
National Teleservice, Inc. dated July 28, 1997, appearing in the current report
on Form 8-K of IXC Communications, Inc. dated October 29, 1998.
/s/ DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
October 29, 1998
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated May 10,
1996 included in IXC Communications, Inc.'s (IXC) current report on Form 8-K
dated October 29, 1998 and previously included in IXC's current report on Form
8-K dated April 15, 1998 and the incorporation by reference in this registration
statement of our report dated May 10, 1996 included in Network Long Distance,
Inc.'s Form 10-K for the year ended March 31, 1997, and to all references to our
Firm included in this registration statement.
/s/ YOUNT, HYDE & BARBOUR, P.C.
Culpeper, Virginia
October 29, 1998
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report on United Wats, Inc.
dated March 11, 1996 included in IXC Communications, Inc. Form 8-K dated April
15, 1998 and the incorporation by reference in this registration statement of
our report on United Wats, Inc. dated March 11, 1996 included in IXC
Communications, Inc. Form 8-K dated on or about October 29, 1998.
/s/ MAYER HOFFMAN MCCANN L.C.
Kansas City, Missouri
October 29, 1998
