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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTBER 29, 1999
REGISTRATION NO. _____________
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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
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(Address of Principal Executive Offices)
IXC COMMUNICATIONS, INC.
1998 STOCK PLAN, AS AMENDED
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(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) 328-1112
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Michael P. Whalen, Esq.
Kirk F. Maldonado, Esq.
Karen C. Goodin, Esq.
Riordan & McKinzie
600 Anton Blvd., 18th Floor
Costa Mesa, California 92626
(714) 433-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 2,500,000 $43.00 $107,500,000 $29,885
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457, 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 25, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 regarding the
registration of additional securities, the contents of the IXC Communications,
Inc. Registration Statements on Form S-8 filed with the Securities and Exchange
Commission on October 30, 1998 (File No. 333-66361) with respect to IXC
Communications, Inc. 1998 Stock Plan, As Amended, are incorporated by reference
into this Registration Statement. Except for the additional information provided
in Item 5 below, no additional information is required in this Registration
Statement that is not in the earlier Registration Statement filed on October 30,
1998 or incorporated by reference into such Registration Statement.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL.
The validity of the shares of Common Stock offered under this
registration statement 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 Mr. McKinzie and another principal of Riordan & McKinzie. Also,
certain attorneys of Riordan & McKinzie beneficially own additional shares of
the Company's common stock.
II-2
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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 October 29, 1999.
IXC COMMUNICATIONS, INC.
By: /s/ Jeffrey C. Smith
-------------------------------
Jeffrey C. Smith
Senior Vice President, Chief
Administrative Officer,
General Counsel and Secretary
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Zrno and Jeffrey C. Smith 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:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ John M. Zrno President, Chief Executive Officer, October 29, 1999
- -------------------------------------- and Director
John M. Zrno (Principal Executive Officer)
/s/ Stanley W. Katz Chief Financial Officer (Principal
- -------------------------------------- Financial and Accounting Officer) October 29, 1999
Stanley W. Katz
/s/ Richard D. Irwin Chairman and Director October 29, 1999
- --------------------------------------
Richard D. Irwin
/s/ Ralph J. Swett Director October 29, 1999
- --------------------------------------
Ralph J. Swett
/s/ Wolfe H. Bragin Director October 29, 1999
- --------------------------------------
Wolfe H. Bragin
/s/ Carl W. McKinzie Director October 29, 1999
- --------------------------------------
Carl W. McKinzie
/s/ Joe C. Culp Director October 29, 1999
- --------------------------------------
Joe C. Culp
/s/ Phillip L. Williams Director October 29, 1999
- --------------------------------------
Phillip L. Williams
</TABLE>
II-3
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Description
- ------------ -----------
5.1 Opinion of Riordan & McKinzie, a Professional Corporation
23.1 Consent of Riordan & McKinzie, a Professional Corporation -
included in Exhibit 5.1
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Ernst & Young LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on page II-2)
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EXHIBIT 5.1
RIORDAN & McKINZIE
A PROFESSIONAL LAW CORPORATION
600 ANTON BOULEVARD, 18TH FLOOR
COSTA MESA, CALIFORNIA 92626
October 29, 1999
IXC Communications, Inc.
1122 Capital of Texas Highway South
Austin, TX 78746-6426
Ladies and Gentlemen:
You have requested our opinion with respect to the additional 2,500,000
shares of common stock (the "Stock Option Shares") of IXC Communications, Inc.,
a Delaware corporation (the "Company"), which could be issued upon the exercise
of stock options granted, or to be granted, under the IXC Communications, Inc.
1998 Stock Plan, As Amended (the "Stock Option Plan").
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 (the
"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 Stock Option 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 and amendment of the Stock Option 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 Stock Option Shares, when offered, sold and paid for pursuant to the
exercise of stock options granted pursuant to the Stock Option Plan, will be
duly authorized, validly issued, fully paid and non-assessable.
We inform you that Carl W. McKinzie, a principal in our firm, is a
director and a stockholder of the Company. The Company has granted an option
covering shares of the Company's common stock to each of Mr. McKinzie and
another principal of Riordan & McKinzie. Also, certain attorneys of Riordan &
McKinzie beneficially own additional shares of the Company=s common stock.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Riordan & McKinzie
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
IXC Communications, Inc. on Form S-8 of our report on National Teleservices,
Inc. dated July 28, 1997, appearing in the Annual Report on Form 10-K of IXC
Communications, Inc. for the year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota,
October 27, 1999
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1998 Stock Plan, as amended, of IXC Communications, Inc.
of our report dated February 28, 1999 (except for Note 20 as to which the date
is March 10, 1999), 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, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
October 27, 1999
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EXHIBIT 23.4
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
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 18,
1998, included in IXC Communications, Inc.'s Form 10-K for year ended December
31, 1998 and to all references to our Firm included in this Registration
Statement.
/s/ Arthur Andersen LLP
Jackson, Mississippi,
October 27, 1999
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EXHIBIT 23.5
INDEPENDENT PUBLIC ACCOUNTANTS' CONSENT
The consolidated financial statements of Grupo Marcatel, S.A. de C.V. and
subsidiaries as of December 31, 1998 and for the year then ended, have been
audited by Aurthur Andersen, independent public accountants. Their reports have
been incorporated by reference in this registration statement in reliance upon
the authority of such firm as experts in accounting and auditing. Reference is
made to their report, which includes an explanatory paragraph with respect to
the uncertainty to continue as a going concern.
/s/ Arthur Andersen LLP
Monterrey, Nuevo Leon
October 27, 1999
