As filed with the Securities and Exchange Commission on January 11, 1999
Registration No. 333-35377
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXCEL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2720091
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
8750 North Central Expressway
Suite 2000
Dallas, Texas 75231
(Address, including zip code,
of Registrant's principal executive offices)
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Excelcom, Inc. 1995 Stock Option Plan
Excelcom, Inc. 1997 Director Stock Option Plan
Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
Telco Communications Group, Inc. Amended and Restated 1994 Stock Option Plan
(Full title of the plan)
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Chris Kelly, Esq.
Director of Legal Affairs
Excel Communications, Inc.
8750 North Central Expressway, Suite 2000
Dallas, Texas 75231
(Name and address of agent for service)
(214) 863-8000
(Telephone number, including area code, of agent for service)
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REMOVING SHARES FROM REGISTRATION
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REMOVAL OF SHARES FROM REGISTRATION
EXCEL Communications, Inc., a Delaware Corporation (the "Company"),
hereby amends this Registration Statement on Form S-8, File No. 333-35377
(the "Registration Statement"), filed in connection with the Excelcom, Inc.
1995 Stock Option Plan, the Excelcom, Inc. 1997 Director Stock Option Plan,
the Excelcom, Inc. Director Stock Option Agreement with Ronald A. McDougall,
and the Telco Communications Group, Inc. Amended and Restated 1994 Stock
Option Plan (collectively, the "Plans") to withdraw from registration all the
shares of Common Stock, par value $.001 per share, of the Company registered
under the Registration Statement with respect to which options have not been
granted or have been granted but not exercised under the Plans.
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
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on this 8th day of December, 1998.
EXCEL COMMUNICATIONS, INC.
By: /s/ Kenny A. Troutt
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Name: Kenny A. Troutt
Title: Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement on Form S-8 has been signed below
by the following persons in the capacities and on the date indicated.
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Signature Capacity
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/s/ Kenny A. Troutt Chairman and Chief Executive Officer, Director
- --------------------------- (Principal Executive Officer)
Kenny A. Troutt
/s/ Craig E. Holmes Executive Vice-President and Chief Financial
- ---------------------------- Officer
Craig E. Holmes (Principal Financial Officer and Principal
Accounting Officer)
/s/ Charles Sirois Director
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Charles Sirois
/s/ Stephen R. Smith Director
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Stephen R. Smith
/s/ Claude Seguin Director
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Claude Seguin
December 8, 1998
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