<PAGE>
As filed with the Securities and Exchange Commission on
October 14, 1996
Registration No. 33
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8 REGISTRATION STATEMENT
Under the Securities Act of 1933
________________
ICG COMMUNICATIONS, INC.
(Exact name of registrant as specified in its Charter)
Delaware 4813, 4899
84-1342022
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
(Primary Standard Industrial Classification Code Number)
9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
(303) 572-5960
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
ICG COMMUNICATIONS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
__________________
John D. Field
Executive Vice President
ICG Communications,Inc.
9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
(303) 572-5960
(Name, address, including zip code,and telephone number, including area
code, of agent for service)
_____________
Copy to:
Martin E. Freidel,Esq.
Vice President and General Counsel
ICG Communications, Inc.
9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80115-6742
(303) 572-5960
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed
Title of Proposed Maximum Amount of
Securities to Amount to be Maximum Offering Aggregate Registration
be Registered Registered Price Per Share Offering Price (1)
<S> <C> <C> <C> <C>
Common Stock 1,000,000 $ $19,687,500 $6,788.79
par value $.01
per share(2)
<FN>
(1)Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933,
based upon the average high and low prices reported on October 9, 1996.
(2)In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of this Form and the statement of availability of
registrant information and other information required by Item 2 of this Form
will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").In accordance
with Rule 428(a) and the requirements of Part I of Form S8, such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The Registrant shall maintain a file of such documents in
accordance with the provisions of Rule 428(a)(2) under the Securities Act.
Upon request, the Registrant shall furnish to the Commission or its staff a
copy or copies of all the documents included in such file.
The Registrant was incorporated in 1996 for the purpose of effecting a
plan of arrangement under which the Registrant became the parent of ICG
Holdings (Canada), Inc., a Canadian federal corporation formerly known as
IntelCom Group, Inc. ("Holdings-Canada"), and ICG Holdings, Inc., a Colorado
corporation formerly known as IntelCom Group (U.S.A.), Inc. ("Holdings-USA")
(the "Arrangement"). The Arrangement was effective on August 5, 1996. In
connection with the Arrangement, Holdings-Canada changed its name to ICG
Holdings (Canada), Inc. and Holdings-USA changed its name to ICG Holdings,
Inc. Unless the context indicates otherwise, as used in this Prospectus the
terms "Registrant" or "Company" mean, on and after August 5, 1996, ICG
Communications, Inc. and, before August 5, 1996, Holdings-Canada, and its
respective consolidated subsidiaries.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by ICG Communications, Inc. (the
"Registrant" or the "Company") with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated herein
by reference:
(a) (1) The Company's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act; or
(2) The latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial
statements for the Company's latest fiscal year for
which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by
the registrant document referred to in (a) above.
(c) The description of the common stock, $.01 par value, of the Company
contained in a registration statement filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a),13(c),14
and 15(d) of the Exchange Act, as amended, 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 remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part
thereof from the date of the filing of such documents (such documents and
the documents enumerated above, being hereinafter referred to as
"Incorporated Documents"); provided, however, that the documents enumerated
above or subsequently filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act in each year during which the offering made
by this registration statement is in effect prior to the filing with the
Commission of the Company's Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
<PAGE>
Item 4. Description of Securities.
All of the securities being registered are either registered under
section 12 of the Exchange Act or are plan interests.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law provides,generally,
that a corporation shall have the power to indemnify any person who was or
is a party or is threatened to be made a party to any action, suit or
proceeding (except actions by or in the right of the corporation) by reason
of the fact that such person is or was a director or officer of the
corporation against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful. A corporation may
similarly indemnify such person for expenses actually and reasonably
incurred by him in connection with the defense or settlement of any action or
suit by or in the right of the corporation, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, in the case of claims, issues
and matters as to which such person shall have been adjudged liable to the
corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which such court shall deem proper. Section
102(b)(7) of the Delaware General Corporation Law provides, generally, that
the certificate of incorporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision may 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 Title 8, or (iv) for any transaction from which
the director derived an improper personal benefit. No such provision may
eliminate or limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes effective.
Articles Eighth and Tenth of the Company's Certificate of Incorporation
provide as follows:
<PAGE>
EIGHTH: A director of the Corporation shall not be liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except or liability (i) for 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
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the Delaware General Corporation Law, as so
amended.
Any repeal or modification of the foregoing paragraph by the stockholders
shall not adversely affect any right or protection of a director of the
Corporation existing at the time of such repeal or modification.
TENTH: The Corporation shall indemnify any person 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, or by or in the right of the Corporation
to procure judgment in its favor, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, in accordance with and to the full extent
permitted by applicable law. Expenses (including attorneys'fees) incurred in
defending any civil, criminal administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding as authorized by the Board of Directors in
the specific case upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this section. The indemnification provided by
this section shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under these Articles or any
agreement or vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.
<PAGE>
Article VIII, Section 8.1 of the Company's bylaws provide as follows:
Indemnification. The Corporation shall indemnify to the fullest
extent permitted by law any person made or threatened to be made a party to
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a person of whom
he or she is the legal representative, is or was a director, officer,
employee or agent of the Corporation or any predecessor of the Corporation,
or serves or served any other enterprise as a director, officer, employee or
agent at the request of the Corporation or any predecessor of the Corporation.
The Corporation shall pay any expenses reasonably incurred by a
director or officer in defending a civil or criminal action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he or she is not entitled to be indemnified by the Corporation under this
Article or otherwise. The Corporation may, by action of its Board of
Directors, provide for the payment of such expenses incurred by employees and
agents of the Corporation asit deems appropriate.
The rights conferred on any person under this Article shall not be
deemed exclusive of any other rights that such person may have or hereafter
acquire under any statute, provision of the Corporation's Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise. All rights to indemnification and to the
advancement of expenses under this Article shall be deemed to be provided by
a contract between the Corporation and the director, officer, employee or
agent who serves in such capacity at any time while these By-Laws and any
other relevant provisions of the Delaware General Corporation Law and any
other applicable law, if any, are in effect. Any repeal or modification
thereof shall not affect any rights or obligations then existing.
For purposes of this Article, references to "the Corporation" shall be
deemed to include any subsidiary of the Corporation now or hereafter
organized under the laws of the State of Delaware.
The Company has purchased liability insurance policies covering its
directors and officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
<PAGE>
Item 8. Exhibits.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers orsales 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 (1) (i) and (1) (ii) do not apply if
the information srequired to be included in a posteffective amendment by those
paragraphs is contained in periodic reports filed 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.
(4) 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)and each filing of
the annual report of the Plan 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
<PAGE>
at that time shall be deemed to be the initial bona fide offering
thereof.
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 Securities Act of 1933 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 of 1933 and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Englewood, State of
Colorado, on October 14, 1996.
ICG COMMUNICATIONS, INC.
By:
/s/ J. Shelby Bryan
J. Shelby Bryan,
President, Chief Executive Officer
and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Shelby Bryan and John D. Field, and each of
them, his true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including post-
effective 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 attorneysinfact 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 either 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, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
<PAGE>
Signature Title Date
/s/ J. Shelby Bryan
____________________________ President,Chief Executive October 10, 1996
J. Shelby Bryan Officer and Director
(Principal Executive Officer)
/s/ James D. Grenfell
____________________________ Executive Vice President and October 10, 1996
James D. Grenfell Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ John D. Field
____________________________ Executive Vice President October 10, 1996
John D. Field and Secretary
/s/ Harry R. Herbst
___________________________ Director October 10, 1996
Harry R. Herbst
/s/ Jay E. Ricks
___________________________ Director October 11, 1996
Jay E. Ricks
/s/ Leontis Teryazos
___________________________ Director October 11, 1996
Leontis Teryazos
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
persons who administer the Plan have duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Englewood, State of Colorado, on October 14, 1996.
/s/ John D. Field
By:____________________________________________
ICG Communications, Inc., Plan Administrator
John D. Field, Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibits
5.1 Opinion of Counsel
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Counsel(included in Exhibit 5)
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
THE BOARD OF DIRECTORS
ICG COMMUNICATIONS, INC.:
We consent to incorporation by reference in this registration statement on
Form S-8 of ICG Communications, Inc. of our reports dated December 8, 1995,
relating to the consolidated balance sheets of IntelCom Group Inc. (now
known as ICG Holdings (Canada), Inc.), and subsidiaries as of September 30,
1995 and 1994, and the related consolidated statements of operations,
shareholders' equity, and cash flows for each of the years in the three-year
period ended September 30, 1995, and the related schedule, which reports
appear in the September 30, 1995 annual report on Form 10-K of IntelCom
Group Inc. (now known as ICG Holdings (Canada), Inc.).
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Denver, Colorado
October 10, 1996
<PAGE>
Exhibit 5.1
Sherman & Howard L.L.C.
October 11, 1996
ICG Communications, Inc.
9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
Attn: William J. Laggett, Chairman of the Board of Directors
Dear Mr. Laggett:
We have acted as special counsel for ICG Communications, Inc.(the "Company")
in connection with the preparation, execution and filing of a Registration
Statement under the Securities Act of 1933 on Form S-8 relating to the
registration of 1,000,000 shares of ICG Communications, Inc. Common Stock,
$.01 par value ("Common Stock"), which may be purchased for the accounts of
participants in the 1996 ICG Communications, Inc. Employee Stock Purchase
Plan (the "Plan").
In connection with the opinion expressed below, we have made such factual
inquiries and have examined or caused to be examined such questions of law as
we have considered necessary or appropriate for the purpose of such opinion.
On the basis of such inquiries or examinations, it is our opinion that any
newly issued shares of Common Stock purchased from the Company pursuant to
the Plan, when paid for as contemplated by the Plan, will be duly authorized,
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above.
Very truly yours,
/s/ Sherman & Howard L.L.C.
