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As filed with the Securities and Exchange Commission on August 25, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RSL COMMUNICATIONS, LTD.
(Exact name of registrant as specified in its charter)
Bermuda N/A
(State or other jurisdiction of (I.R.S Employer
Incorporation or organization) Identification Number)
Clarendon House, Church Street
Hamilton HM CX, Bermuda
(Address of principal executive offices)
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RSL Communications, Ltd.
1997 Stock Incentive Plan
(Full title of the plan)
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Avery S. Fischer, Esq. Copy to:
Vice President of Legal Robert L. Kohl, Esq.
Affairs and General Counsel Rosenman & Colin LLP
767 Fifth Avenue, Suite 4300 575 Madison Avenue
New York, New York 10153 New York, New York 10022
(212) 317-1820 (212) 940-8800
(Name, address and telephone
number of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Title of securities to Proposed maximum Proposed maximum aggregate Amount of
be registered Amount to be offering price per offering price** registration fee
registered* share**
============================================================================================================================
<S> <C> <C> <C> <C>
Class A Common Shares
par value $0.0457
per share...... 5,000,000 $15.125 $75,625,000 $21,025
============================================================================================================================
</TABLE>
* As provided in Rule 429(a), this Registration Statement also relates to
Registration Statement No. 333-40085 previously filed with the Securities
Exchange Commission on November 12, 1997. The earlier Registration Statement
covered up to 3,100,000 Class A common shares issuable under the 1997 Stock
Incentive Plan and such shares are being carried forward hereby. The Company
previously paid a fee of $47,709 which fee included the amount due with respect
to the Class A common shares issuable under such plan.
** Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c) and (h), upon the basis of the average of the
high and low prices of the Class A common shares as quoted on The NASDAQ Stock
Market's National Market System on August 23, 1999. There are also registered
such indeterminate number of additional shares as may become available for sale
pursuant to anti-dilution provisions of such plan and the options thereunder.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- -----------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
RSL Communications, Ltd. (the "Registrant") is subject to the
informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission"). The
following documents, or portions thereof, filed by the Registrant with the
Commission pursuant to the Exchange Act are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the fiscal year ended December
31, 1998, filed on March 30, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended March 31,
1999, filed on May 17, 1999;
(c) Quarterly Report on Form 10-Q for the quarter ended June 30,
1999, filed on August 16, 1999; and
(d) The information in respect of the Registrant's Class A common
shares under the caption "Description of Capital Stock"
contained in the Registrant's Post-Effective Amendment No. 1
to Registration Statement on Form S-1 (Registration No.
333-46125) filed on May 5, 1999.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment hereto indicating that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part of this Registration Statement from the respective dates of filings of
such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Bermuda law and the Registrant's Memorandum of Association and
bye-laws, the directors, secretary and other officers for the time being of the
Registrant and the liquidator or trustees (if any) for the time being acting in
relation to any of the affairs of the Registrant and every one of them, and
their heirs, executors and administrators, shall be indemnified and secured
harmless out of the assets of the Registrant from and against all actions,
costs, charges, losses, damages and expenses which they or
<PAGE>
any of them, their heirs, executors or administrators, shall or may incur or
sustain by or by reason of any act done, concurred in or omitted in or about
the execution of their duty, or supposed duty, or in their respective offices
or trusts, and none of them shall be answerable for the acts, receipts,
neglects or defaults of the others of them or for joining in any receipts for
the sake of conformity, or for any bankers or other persons with whom any
moneys or effects belonging to the Registrant shall or may be lodged or
deposited for safe custody, or for insufficiency or deficiency of any security
upon which any moneys of or belonging to the Registrant shall be placed out on
or invested, or for any other loss, misfortune or damage which may happen in
the execution of their respective offices or trusts, or in relation thereto,
PROVIDED THAT this indemnity shall not extend to any matter in respect of any
fraud or dishonesty which may attach to any of said persons.
ITEM 8. EXHIBITS
Exhibit No. Description
4(a) RSL Communications, Ltd. 1997 Stock
Incentive Plan (incorporated by
reference to the Registrant's
Definitive Proxy Statement filed with
the Commission on April 30, 1999)
4(b) Certificate of Incorporation of RSL
Communications, Ltd., issued by the
Bermuda Registrar of Companies on
March 14, 1996 (incorporated by
reference to the Registrant's
Registration Statement on Form S-4
(Registration No. 333-25749))
4(c) Memorandum of Association of RSL
Communications Ltd., filed with the
Bermuda Registrar of Companies on
March 14, 1996 (incorporated by
reference to the Registrant's
Registration Statement on Form S-4
(Registration No. 333-25749))
4(d) Bye-Laws of RSL Communications, Ltd.
(as amended through June 1999)
(incorporated by reference to the
Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30,
1999, filed on August 16, 1999)
4(e) Form of Class A Common Share
(incorporated by reference to the
Registrant's Registration Statement on
Form S-1 (Registration No. 333-34281))
5 Opinion of Conyers, Dill & Pearman
(filed herewith)
23(a) Consent of Deloitte & Touche
(filed herewith)
23(b) Consent of Conyers, Dill & Pearman
(filed herewith and included in
Exhibit 5)
24 Power of Attorney (included on
page II-5)
II-2
<PAGE>
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes: (a) 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 of the securities being registered hereby not
previously disclosed in this Registration Statement or any material change to
such information in this Registration Statement; (b) 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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (c) 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.
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 15(d) of the Exchange
Act that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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 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.
II-3
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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 New York, State of New York, on this 23rd day
of August, 1999.
RSL COMMUNICATIONS, LTD.
By /s/
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Itzhak Fisher
Chief Executive Officer and President
II-4
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Itzhak Fisher, Donald Shassian and Avery
S. Fischer and each or either of them, his true and lawful attorney-in-fact and
agent, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all the exhibits thereto,
and other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, each acting alone, 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, each acting alone, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/
- ------------------
Ronald S. Lauder Chairman of the Board; Director August 23, 1999
/s/
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Itzhak Fisher President; Chief Executive Officer; Director August 23, 1999
/s/
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Donald Shassian Executive Vice President; Chief Financial August 23, 1999
Officer; Treasurer (Principal Financial Officer)
/s/
- ------------------
Jacob Z. Schuster Executive Vice President; Director August 23, 1999
/s/
- ------------------
Joel Beckoff Vice President - Controller (Principal August 23, 1999
Accounting Officer)
/s/
- ------------------
Gustavo Cisneros Director August 23, 1999
/s/
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Leonard A. Lauder Director August 23, 1999
/s/
- ------------------
Nicolas G. Trollope Director August 23, 1999
/s/
- ------------------
Eugene Sekulow Director August 23, 1999
</TABLE>
II-5
<PAGE>
August 23, 1999 Exhibit 5
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: RSL Communications, Ltd.
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Ladies/Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed by RSL Communications, Ltd. (the "Registrant"), a Bermuda
corporation, with the Securities and Exchange Commission with respect to the
registration of up to an aggregate of 5,000,000 shares of the Registrant's
Class A Common Shares, par value $0.00457 per share (the "Class A Common
Shares"), to be issued upon the exercise of awards granted under the
Registrant's 1997 Stock Incentive Plan.
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion, that, when the
Registration Statement has become effective under the United States Securities
Act of 1933, and when the Class A Common Shares to be issued are sold and paid
for in the manner described in the aforementioned Plan, the Class A Common
Shares will have been validly issued, fully paid and not subject to further
calls.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement.
Yours faithfully,
Conyers, Dill and Pearman
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
RSL Communications, Ltd.:
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated February 19, 1999, appearing in the Annual Report
on Form 10-K of RSL Communications, Ltd. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
New York, New York
August 24, 1999
