<PAGE>
As filed with the Securities and Exchange Commission on October 11, 1996
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
Teleport Communications Group Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3173139
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE TELEPORT DRIVE 10311-1033
STATEN ISLAND NEW YORK, NEW YORK (Zip Code)
(Address of Principal Executive Offices)
-------------------------
TELEPORT COMMUNICATIONS GROUP INC.
DIRECTORS STOCK PLAN
(Full title of plan)
-------------------------
JOHN W. THOMSON, ESQ.
Vice President and Secretary
Teleport Communications Group Inc.
One Teleport Drive
Staten Island, New York 10311-1011
(718) 355-2000
-------------------------
Telephone number of agent for service:
(718) 355-2000
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
maximum offering maximum
Title of security Amount being price per aggregate offering Amount of
being registered registered share price registration fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
$.01 Par Value
Per Share......... 50,000 $22.81 $1,140,500 $394
=========================================================================================
</TABLE>
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Teleport Communications Group Inc. (the "Company") hereby
incorporates, or will be deemed to have incorporated, herein by reference the
following documents:
(1) The Company's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933 for the fiscal year ended December 31, 1995, the
Company's Quarterly Report on Form 10-Q for the period ending June 30, 1996 and
all other reports filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, (the "Exchange Act") since June 30, 1996.
(2) The description of the Company's Class A Common Stock contained in
the Company's most recent Exchange Act registration statement, including any
amendment thereto or report filed for the purpose of updating such description;
and
(3) All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement 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.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article V of the Amended and Restated Certificate of Incorporation of
the Company, (the "Certificate of Incorporation"), provides that to the fullest
extent of Section 102 of the General Corporation Law of the State of Delaware
(the "DGCL"), a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director.
Section 102(b)(7) of the DGCL, provides that a corporation (in its
original certificate of incorporation or an amendment thereto) may eliminate or
limit the personal liability of a director (or certain persons who, pursuant to
the provisions of the certificate of incorporation, exercise or perform duties
conferred or imposed upon directors by the DGCL) to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provisions shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which the director derived an improper personal benefit.
Under Section 145 of the DGCL, in general, a corporation may indemnify
its directors, officers, employees or agents against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by them in connection with any action, suit or proceeding
brought by third parties to which they may be made parties by reason of their
being or having been directors, officers, employees or agents and shall so
indemnify such persons if they acted in good faith and in a manner they
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 their conduct was unlawful. Article VIII of the
Certificate of Incorporation provides that the Company shall indemnify its
officers, directors, employees and agents to the full extent permitted by
Delaware law.
<PAGE>
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
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;
(2) that, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each filing of the
registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
Annual Report pursuant to Section 15(d) of the Exchange Act) 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 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.
<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 to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York on the 10th day of
October, 1996.
TELEPORT COMMUNICATIONS GROUP INC.
By: /s/ Robert Annunziata
------------------------------
Robert Annunziata
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ----------------------- ------------------------------ -----------------
<S> <C> <C>
/s/ Robert Annunziata Chairman of the Board October 10, 1996
- ----------------------- Directors, President, Chief
Robert Annunziata Executive Officer, and Chief
Operating Officer
/s/ John A. Scarpati Senior Vice President and October 9, 1996
- ------------------------- Chief Executive Officer
John A. Scarpati (Principal Financial Officer)
/s/ Maria Terranova-Evans Vice President and Controller October 8, 1996
- ------------------------- (Principal Accounting
Maria Terranova-Evans Officer)
/s/ James O. Robbins
- ------------------------- Director October 10, 1996
James O. Robbins
/s/ Brendan R. Clouston
- ----------------------- Director October 9, 1996
Brendan R. Clouston
/s/ John R. Dillon
- ----------------------- Director October 8, 1996
John R. Dillon
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Gerald W. Gaines
- ------------------------ Director October 9, 1996
Gerald W. Gaines
/s/ Lawrence S. Smith
- ------------------------ Director October 7, 1996
Lawrence S. Smith
/s/ Larry E. Romrell
- ------------------------ Director October 7, 1996
Larry E. Romrell
/s/ James Bruce Llewelyn
- ------------------------ Director October 7, 1996
James Bruce Llewelyn
/s/ C.B. Rogers, Jr.
- ------------------------ Director October 7, 1996
C.B. Rogers, Jr.
/s/ Jimmy W. Hayes
- ------------------------ Director October 8, 1996
Jimmy W. Hayes
/s/ Bernard W. Schotters
- ------------------------ Director October 8, 1996
Bernard W. Schotters
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
*3.6 Amended and Restated Certificate of Incorporation of TCGI, as revised
*3.7 Amended and Restated By-laws of TCGI, as revised
*4.2 Form of Amended and Restated Stockholders' Agreement (incorporated by
reference to Exhibit E of Exhibit 2.1 hereof)
*4.3 Form of Indenture between TCGI and United States Trust Company of New
York, as Trustee, relating to the 111/8% Senior Discount Notes due 2007 of
TCGI
*4.4 Form of Indenture between TCGI and United States Trust Company of New
York, as Trustee, relating to 9 7/8% Senior Notes due 2006 of TCGI
*4.5 Form of Stock Certificate for Teleport Communications Group Inc.
5 Opinion of Dow, Lohnes & Albertson
23(i) Consent of Deloitte & Touche LLP
23(ii) Consent of Dow, Lohnes & Albertson
(contained in their opinion in Exhibit 5)
</TABLE>
*Incorporated by reference to the corresponding exhibit of TCGI's Registration
Statements on Form S-1 (File Nos. 333-3850 and 333-3984)
<PAGE>
Exhibit 5
[FIRM LETTERHEAD APPEARS HERE]
October 9, 1996
Teleport Communications Group Inc.
One Teleport Drive
Staten Island New York, New York 10311-1033
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel for Teleport Communications Group Inc., a
Delaware corporation ("Teleport"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") pertaining to
50,000 shares (the "Shares") of Teleport Class A Common Stock, $.01 par value
per share, being issued by Teleport pursuant to the Teleport Communications
Group Inc. Directors Stock Plan (the "Plan").
To prepare this opinion we have examined and reviewed such documents and
made such investigations of law as we have considered necessary or appropriate
to render the opinions expressed below. We have reviewed (a) the Registration
Statement; (b) Teleport's Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws; and (c) certain records of Teleport's corporate
proceedings as reflected in its minute and stock books.
As to matters of fact relevant to our opinion, we have relied upon
certificates of officers of Teleport without further investigations. With
respect to the foregoing documents, we have assumed: (i) the authenticity of
all documents submitted to us as originals, the conformity with authentic
original documents of all documents submitted to us as copies or forms, the
genuineness of all signatures and the legal capacity of natural persons, and
(ii) that the foregoing documents, in the forms thereof submitted for our
review, have not been altered, amended or repealed in any respect material to
our opinion as stated herein. We have not reviewed any documents other than the
documents listed above for purposes of rendering our opinion as expressed
herein, and we assume that there exists no provisions of any such other
documents that bear upon or are inconsistent with our opinion as expressed
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we assume to be true, complete and accurate in all material
respects.
<PAGE>
Teleport Communications Group Inc.
October 4, 1996
Page 2
Our opinion is limited to matters of law of the District of Columbia, the
General Corporation Law of the State of Delaware, and the United States of
America insofar as such laws apply, and we express no opinion as to conflicts of
law rules, or the laws of any states or jurisdictions, including federal laws
regulating securities or other federal laws, or the rules and regulations of
stock exchanges or any other regulatory body, other than as specified above.
Based upon and subject to the foregoing and any other qualifications stated
herein, we are of the opinion that the Shares, when and to the extent issued and
paid for pursuant to the provisions of the Plan, will be validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, provided, however, that in giving such consent we do not
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the Rules and Regulations of
the Commission thereunder. Except as provided for hereinabove, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose.
Very truly yours,
DOW, LOHNES & ALBERTSON
By: /s/ Paul R. Lang
-------------------------
Paul R. Lang
Member of the Firm
<PAGE>
Exhibit 23(i)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Teleport Communications Group Inc. on Form S-8 of our report on the combined
financial statements of Teleport Communications Group Inc. and subsidiaries and
TCG Partners dated February 16, 1996 (April 24, 1996 as to Note 1, May 13, 1996
as to Note 12 and June 25, 1996 as to Note 6), and appearing in Registration
Statements Nos. 333-3850 and 333-3984 of Teleport Communications Group Inc. on
Form S-1.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
October 8, 1996
