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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1998
REGISTRATION NO. 333-
================================================================================
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 84-1342022
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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)
NETCOM ON-LINE COMMUNICATION SERVICES, INC.
AMENDED AND RESTATED 1993 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
__________________
H. DON TEAGUE, GENERAL COUNSEL AND SECRETARY
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:
LESLIE NICHOLS, ESQ.
SHERMAN & HOWARD L.L.C.
633 17TH STREET, SUITE 3000
DENVER, COLORADO 80202
(303) 297-2900
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Offering Maximum Amount of
Title of Securities to be Amount to be Price Per Share (1) Aggregate Registration Fee
Registered Registered Offering Price (1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 8078 Shares $25.00 $201,950 $60.00
value per share
- -----------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined pursuant to Rule 457(h)(1) of the Securities Act of 1933, based
upon the average high and low prices of the Common Stock in the Nasdaq
National Market System on January 27, 1998.
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INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT
This Registration Statement is being filed pursuant to General Instruction E.
of Form S-8 for the purpose of increasing the number of securities of the same
class as other securities for which a Registration Statement of the Registrant
on Form S-8 relating to the same employee benefit plan is effective.
The Registrant's Registration Statement on Form S-8 filed with the Securities
and Exchange Commission on January 23, 1998 (Registration Statement No. 333-
39737) is hereby incorporated by reference
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
See Exhibit Index and Exhibits at the end of this Registration
Statement.
1
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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 this 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 January 28,
1998.
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 H. Don Teague, 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 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 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:
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. Laggett Chairman of the Board January 28, 1998
- --------------------------- of Directors
William J. Laggett
/s/ J. Shelby Bryan President, Chief Executive January 28, 1998
- --------------------------- Officer and Director
J. Shelby Bryan (Principal Executive Officer)
</TABLE>
2
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ James D. Grenfell Executive Vice President and January 28, 1998
- --------------------------- Chief Financial Officer (Principal
James D. Grenfell Financial Officer)
/s/ Richard Bambach Vice President and January 28, 1998
- --------------------------- Corporate Controller
Richard Bambach (Principal Accounting Officer)
/s/ Harry R. Herbst Director January 28, 1998
- ---------------------------
Harry R. Herbst
/s/ Stan McLelland Director January 28, 1998
- ---------------------------
Stan McLelland
/s/ Leontis Teryazos Director January 28, 1998
- ---------------------------
Leontis Teryazos
/s/ Walter Threadgill Director January 28, 1998
- ---------------------------
Walter Threadgill
</TABLE>
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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)
24 Powers of Attorney (included in signature page of this
Registration Statement)
4
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Exhibit 5.1
January 29, 1998
ICG Communications, Inc.
9605 East Maroon Circle
P.O. Box 6742
Englewood, Colorado 80155-6742
Attn: William J. Laggett, Chairman of the Board
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 8078 shares of ICG Communications, Inc. Common Stock, $.01 par
value per share ("Common Stock"), that may be purchased pursuant to grants made
under the NETCOM On-Line Communication Services, Inc. Amended and Restated 1993
Stock Option 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,
Sherman & Howard L.L.C.
<PAGE>
Exhibit 23.1
Consent of Independent Auditors
-------------------------------
The Board of Directors
ICG Communications, Inc.:
We consent to the incorporation by reference of our reports included herein.
Our reports refer to a change in the method of accounting for long-term telecom
services contracts during the year ended September 30, 1996.
KPMG Peat Marwick LLP
Denver, Colorado
January 29, 1998
