<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 9, 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. 1997 SPECIAL EXECUTIVE STOCK PLAN
(Full title of the plan)
------------------------
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.
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 500,000 $27.50 $13,750,000 $4,057
$.01 per share
- --------------------------------------------------------------------------------------------------------------
</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(h). The proposed maximum aggregate offering price
is based upon the actual exercise price of $27.50.
<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 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 (the "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 Current Reports on Form 8-K dated January 8, 1998,
January 30, 1998, February 2, 1998, March 2, 1998, March 30, 1998 and April 2,
1998.
(4) 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.
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 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 ("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
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
II-1
<PAGE> 3
in good faith in a manner he or she reasonably believed to be in or not opposed
to 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.
4.1 Specimen Certificate of the Company's Common Stock**
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 Powers of Attorney (included on the signature page hereto).
** Previously filed with the Company's Form S-1 and incorporated herein by
reference.
II-2
<PAGE> 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:
(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-3
<PAGE> 5
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 April 8, 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 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 and
/s/ Benjamin L. Scott Director April 8, 1998
- -----------------------------------------
Benjamin L. Scott
/s/ Ralph J. Swett Chairman and Director April 8, 1998
- -----------------------------------------
Ralph J. Swett
Executive Vice President and Chief
Financial Officer (Principal Financial
/s/ James F. Guthrie and Accounting Officer) April 8, 1998
- -----------------------------------------
James F. Guthrie
/s/ Richard D. Irwin Director April 8, 1998
- -----------------------------------------
Richard D. Irwin
/s/ Wolfe H. Bragin Director April 8, 1998
- -----------------------------------------
Wolfe H. Bragin
/s/ Carl W. McKinzie Director April 8, 1998
- -----------------------------------------
Carl W. McKinzie
/s/ Joe C. Culp Director April 8, 1998
- -----------------------------------------
Joe C. Culp
/s/ Phillip L. Williams Director April 8, 1998
- -----------------------------------------
Phillip L. Williams
</TABLE>
II-4
<PAGE> 6
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description
- ------- -----------
4.1 Specimen Certificate of the Company's Common Stock**
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 Powers of Attorney (included on the signature page hereto)
** Previously filed with the Company's Form S-1 and incorporated herein by
reference.
II-5
<PAGE> 1
EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
695 TOWN CENTER DRIVE, SUITE 1500
COSTA MESA, CALIFORNIA 92626
April 9, 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 500,000 shares of
common stock (the "Shares") of IXC Communications, Inc., a Delaware corporation
(the "Company"), which are available to be issued upon the exercise of stock
options or the purchase of restricted stock under the Company's 1997 Special
Executive Stock Plan (the "Plan").
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, to
be filed 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 Plan, (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 the Plan.
Based upon the foregoing examinations and subject to compliance with the
applicable state securities and "blue sky" laws, we are of the opinion that the
Shares, when offered, sold and paid for pursuant to the exercise of stock
options or the purchase of restricted stock pursuant to the 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. 1997 Special Executive
Stock Plan of our report dated February 28, 1998, with respect to the
consolidated financial statements of IXC Communications, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Austin, Texas
April 9, 1998
