<PAGE>
As filed with the Securities and Exchange Commission on April 22, 1998
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.)
437 Ridge Road, Executive Building 3 08810
Dayton, New Jersey (Zip Code)
(Address of Principal Executive Offices)
___________________________
ACC CORP. EMPLOYEE LONG TERM INCENTIVE PLAN
ACC CORP. NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ACC CORP. UK SHARESAVE SCHEME
(Full title of plans)
___________________________
JOHN W. THOMSON, ESQ.
Vice President and Secretary
Teleport Communications Group Inc.
One Teleport Drive
Staten Island, New York 10311-1011
(Name and Address of agent for service)
___________________________
Telephone number of agent for service:
(718) 355-2000
___________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of Amount Proposed Proposed
security being being maximum maximum
registered registered* offering price aggregate Amount of
per share** offering price registration fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A
Common Stock,
$.01 Par Value 1,235,000 $58.09 $71,741,150 $21,165
================================================================================
</TABLE>
* Represents 1,120,000, 90,000 and 25,000 covered under the Long Term Incentive
Plan, the Non-Employee Directors' Plan and the UK Sharesave Scheme,
respectively. In addition, pursuant to Rule 416 under the Securities Act of
1933, this registration statement also covers an indeterminate number of
additional shares which may be offered and issued in accordance with the Plan
terms to prevent dilution from stock splits, stock dividends or similar
transaction.
** The maximum offering price per share is calculated pursuant to Rule 457(c)
and (h) using the average high and low prices of the security as of April 15,
1998 as reported in NASDAQ.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing information specified in the instructions to Part I of
Form S-8 will be sent or given to employees participating in the Plans as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Those documents and the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. 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 Annual Report on Form 10K for the fiscal year ended
December 31, 1997;
(2) The Company's Current Reports on Form 8-K filed on January 26, 1998,
February 9, 1998, March 11, 1998, 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 December 31, 1997;
(3) The description of the Company's Class A Common Stock contained in the
Company's most recent Exchange Act registration statement on Form 8-A filed on
June 21, 1996, including any amendment thereto or report filed for the purpose
of updating such description;
(4) The Company's Notice of Annual Stockholders Meeting and Proxy
Statement for its annual meeting of stockholders held on May 13, 1998, Proxy
filed pursuant to Section 14 of the Exchange Act; and
(5) All documents filed by the Company or the Plans 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.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. 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.
<PAGE>
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.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
*3.6 Amended and Restated Certificate of Incorporation of the Company,
as revised
*3.7 Amended and Restated By-laws of the Company, as revised
*4.2 Form of Amended and Restated Stockholders' Agreement
*4.3 Form of Indenture between the Company and United States Trust
Company of New York, as Trustee, relating to the 11 1/8% Senior
Discount Notes due 2007 of the Company
*4.4 Form of Indenture between the Company and United States Trust
Company of New York, as Trustee, relating to 9 7/8% Senior Notes
due 2006 of the Company
*4.5 Form of Stock Certificate for Teleport Communications Group Inc.
*4.6 Form of Global Security for 11 1/8 % Senior Discount Notes due 2007
of TCG
*4.7 Form of Global Security for 9 7/8 % Senior Notes due 2006 of TCG
5 Opinion of Dow, Lohnes & Albertson, PLLC
23.1 Consent of Deloitte & Touche LLP
23.2 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>
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 of 1933 (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 Securities 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
Securities 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 Dayton, State of New Jersey on the 22nd day of
April, 1998.
TELEPORT COMMUNICATIONS GROUP INC.
By: /s/ Robert Annunziata
-----------------------------
Robert Annunziata
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrators have duly caused this Registration Statement to be 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 of April 22, 1998
- ------------------------- Directors, President and Chief
Robert Annunziata Executive Officer
/s/ John A. Scarpati Senior Vice President and April 22, 1998
- ------------------------- Chief Financial Officer
John A. Scarpati (Principal Financial Officer)
/s/ Maria Terranova-Evans Vice President and Controller April 22, 1998
- ------------------------- (Principal Accounting
Maria Terranova-Evans Officer)
/s/ Gary S. Howard Director April 22, 1998
- -------------------------
Gary S. Howard
/s/ John R. Dillon Director April 22, 1998
- -------------------------
John R. Dillon
/s/ Gerald W. Gaines Director April 22, 1998
- -------------------------
Gerald W. Gaines
/s/ Lawrence S. Smith Director April 22, 1998
- -------------------------
Lawrence S. Smith
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Larry E. Romrell Director April 22, 1998
- -------------------------
Larry E. Romrell
/s/ David M. Woodrow Director April 22, 1998
- -------------------------
David M. Woodrow
/s/ James Bruce Llewellyn Director April 22, 1998
- -------------------------
James Bruce Llewellyn
/s/ C.B. Rogers, Jr. Director April 22, 1998
- -------------------------
C.B. Rogers, Jr.
/s/ Jimmy W. Hayes Director April 22, 1998
- -------------------------
Jimmy W. Hayes
/s/ Bernard W. Schotters Director April 22, 1998
- -------------------------
Bernard W. Schotters
</TABLE>
<PAGE>
Exhibit 5
[FIRM LETTERHEAD APPEARS HERE]
April 22, 1998
Teleport Communications Group Inc.
One Teleport Drive
Staten Island New York, New York 10311-1033
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
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
1,235,000 shares (the "Shares") of Teleport Class A Common Stock, $.01 par value
per share, to be issued in accordance with the terms of the ACC Corp. Employee
Long Term Incentive Plan, the ACC Corp. Non-Employee Directors' Stock Option
Plan and the ACC Corp. UK Sharesave Scheme (collectively, the "Plans").
In preparing this opinion, we have reviewed (a) the Registration Statement;
(b) Teleport's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws; (c) the Plans; and (d) 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 oral
representations of Teleport and its officers without further investigation. 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 provision of any such other document that bears upon
or is 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.
April 22, 1998
Page 2
Our opinion is limited to matters of law arising under the General
Corporation Law of the State of Delaware, insofar as such law applies, and we
express no opinion as to conflicts of law rules or the laws of any states or
jurisdictions, including federal laws regulating securities, 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 Plans, will be validly issued, fully
paid and non-assessable. Our opinions are limited to the matters stated herein.
The opinions stated herein are as of the date of this letter.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement, and to all references to our firm in the Registration
Statement, provided, 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 Securities and
Exchange 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, PLLC
By: /s/ Paul R. Lang
----------------------------
Paul R. Lang
Member of the Firm
<PAGE>
Exhibit 23.1
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 dated March 3,
1998, appearing in the Annual Report on Form 10-K of Teleport Communications
Group Inc. for the year ended December 31, 1997.
/s/ Deloitte & Touche LLP
- -------------------------
DELOITTE & TOUCHE LLP
New York, New York
April 17, 1998
