<PAGE>
As filed with the Securities and Exchange Commission on August 4, 2000
Registration No. 333-
================================================================================
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.
Employee Stock Purchase Plan
(Full title of the plan)
-------------------
Avery S. Fischer, Esq. Copy to:
Vice President of Legal Robert L. Kohl, Esq.
Affairs and General Counsel Rosenman & Colin LLP
810 Seventh Avenue 575 Madison Avenue
New York, New York 10019 New York, New York 10022
(212) 445-7400 (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 $0.00457
per share...... 4,000,000 $ 4.8125 $ 19,250,000 $ 5,082
================================================================================================================================
</TABLE>
* 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 3, 2000. 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) Amended Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1999, filed on April 4, 2000;
(b) Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed on May 15, 2000;
(c) Current Report on Form 8-K, filed on April 18, 2000;
(d) Current Report on Form 8-K, filed on May 12, 2000;
(e) Current Report on Form 8-K, filed on June 8, 2000;
(f) Current Report on Form 8-K, filed on July 17, 2000;
(g) Current Report on Form 8-K, filed on July 24, 2000;
(h) Current Report on Form 8-K, filed on August 3, 2000;
and
(i) 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
<PAGE>
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 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
----------- -----------
4.1 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))
4.2 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))
4.3 Bye-Laws of RSL Communications, Ltd., as amended (incorporated
by reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999)
4.4 Certificate of Designation relating to 7 1/2% Series A
Convertible Preferred Shares (incorporated by reference to the
Registrant's Registration Statement on Form S-3 (Registration
No. 333-35864))
4.5 RSL Communications, Ltd. Employee Stock Purchase Plan
(incorporated by reference to the Registrant's Definitive
Proxy Statement filed with the Commission on April 28, 2000)
4.6 Form of Class A Common Share (incorporated by reference to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333-34281))
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Exhibit No. Description
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5 Opinion of Conyers, Dill & Pearman (filed herewith)
23.1 Consent of Deloitte & Touche LLP (filed herewith)
23.2 Consent of Conyers, Dill & Pearman (filed herewith and
included in Exhibit 5)
24 Power of Attorney (included on page II-5)
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.
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<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 this 3rd day of
August, 2000.
RSL COMMUNICATIONS, LTD.
By /s/ Itzhak Fisher
-------------------------------------
Itzhak Fisher
Chief Executive Officer and President
II-4
<PAGE>
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 3, 2000
--------------------------------------------
Ronald S. Lauder
/s/ Itzhak Fisher President; Chief Executive Officer; Director August 3, 2000
-------------------------------------------- (Principal Executive Officer)
Itzhak Fisher
/s/ Donald Shassian Chief Operating Officer; Executive Vice August 3, 2000
-------------------------------------------- President, and Treasurer
Donald Shassian
/s/ Steven F. Schiffman Chief Financial Officer (Principal Financial August 3, 2000
-------------------------------------------- Officer)
Steven F. Schiffman
/s/ Joel Beckoff Global Controller (Controller and Principal August 3, 2000
-------------------------------------------- Accounting Officer)
Joel Beckoff
/s/ Gustavo Cisneros Director August 3, 2000
--------------------------------------------
Gustavo Cisneros
/s/ Fred H. Langhammer Director August 3, 2000
--------------------------------------------
Fred H. Langhammer
/s/ Leonard A. Lauder Director August 3, 2000
--------------------------------------------
Leonard A. Lauder
/s/ Jacob Z. Schuster Director August 3, 2000
--------------------------------------------
Jacob Z. Schuster
/s/ Eugene Sekulow Director August 3, 2000
--------------------------------------------
Eugene Sekulow
/s/ Nicolas G. Trollope Director August 3, 2000
--------------------------------------------
Nicolas G. Trollope
</TABLE>
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