<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 14, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
GLOBAL CROSSING LTD.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
BERMUDA 98-0189783
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
WESSEX HOUSE
45 REID STREET
HAMILTON HM12, BERMUDA
(441) 296-8600
(Address, including zip code, of Registrant's principal executive office)
1998 Global Crossing Ltd. Stock Incentive Plan
(Full title of the Plan)
CT Corporation
1633 Broadway, 23/rd/ Floor
New York, New York 10019
(212) 479-8200
(Name, address, including zip code and telephone number, including area code,
of agent for service)
COPIES TO:
D. RHETT BRANDON, ESQ. JAMES C. GORTON, ESQ.
SIMPSON THACHER & BARTLETT GLOBAL CROSSING LTD.
425 LEXINGTON AVENUE 150 EL CAMINO DRIVE, SUITE 204
NEW YORK, NEW YORK 10017-3954 BEVERLY HILLS, CALIFORNIA 90212
(212) 455-2000 (310) 385-5200
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
PROPOSED
AMOUNT TO MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (a) PRICE (a) FEE (a)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 16,607,865 $40.3125 $669,504,558 $186,122
============================================================================================================
</TABLE>
(a) Pursuant to Rule 457(h)(1) under the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering
price and the amount of registration fee have been computed on the basis of
the average of the bid and asked price of the Common Stock quoted on the
Nasdaq National Market System on December 9, 1998.
<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 "Act") and Note to Part
I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by Global Crossing Ltd. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form S-4 (Registration No. 333-
61457) filed on August 14, 1998, as amended.
(b) The Company's Quarterly Report on Form 10-Q filed for the quarter ended
September 30, 1998.
(c) The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-4 (Registration No. 333-
61457) filed on August 14, 1998, as amended.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. Description of Securities
Not required.
ITEM 5. Interests of Named Experts and Counsel
Not required.
ITEM 6. Indemnification of Directors and Officers
No provision is made in Bermuda statutory law for indemnification of officers
and directors.
The Bye-Laws of the Registrant provide for indemnification of the
Registrant's officers and directors against all liabilities, loss, damage or
expense incurred or suffered by such party as an officer or director of the
Registrant; provided that such indemnification shall not extend to any other
matter which would render it void pursuant to the Companies Acts as in effect
from time to time in Bermuda.
<PAGE>
The directors and officers of the Company are covered by directors' and
officers' insurance policies maintained by the Company.
ITEM 7. Exemption from Registration Claimed
Not applicable.
ITEM 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
3.1 Memorandum of Association of Global Crossing Ltd., dated March 5, 1998 (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-
53393) filed on May 22, 1998, as amended)
3.2 Amended and Restated Bye-Laws of Global Crossing Ltd. (incorporated herein by reference to
Exhibit 3.4 to the Company's Registration Statement on Form S-4 (Registration No. 333-61457) filed
on August 14, 1998, as amended)
4.1 1998 Global Crossing Ltd. Stock Incentive Plan
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
ITEM 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement;
(i) to include any prospectus required by Section 10(a)(3) of the Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this 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 this Registration Statement
(except to the extent the information required to be included by clauses (i) or
(ii) is contained in periodic reports filed by the Company pursuant to Section
13 or 15(d) of the Exchange Act that are incorporated by reference into this
Registration Statement);
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
(2) That, for the purposes of determining any liability under the Act, 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 Act, each filing
of the Registrant's annual report pursuant to Section
<PAGE>
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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the 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 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 Act and
will be governed by the final adjudication of such issue.
<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 Los Angeles, State of California, on this 14th day of
December, 1998.
GLOBAL CROSSING LTD.
(Registrant)
By /s/ John M. Scanlon
--------------------------------------
NAME: JOHN M. SCANLON
TITLE: CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and
directors of GLOBAL CROSSING LTD. (the "Company") in their respective capacities
set forth below constitutes and appoints GARY WINNICK, LODWRICK COOK, JOHN
SCANLON, ABBOTT BROWN and DAN J. COHRS, as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to do any and all acts and
all things and to execute any and all instruments which said attorney and agent
may deem necessary or desirable to enable the Company to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission thereunder in connection with the
registration under such Act of shares of Common Stock of the Company ("Common
Stock") issuable to employees pursuant to the Company's 1998 Stock Incentive
Plan to the extent that any such registration may be required in the opinion of
the executive officers of the Company, upon the advice of counsel, including
without limitation, the power and authority to sign the name of the undersigned
individual in the capacity indicated below opposite the name of such individual
to the Registration Statement on Form S-8 or any Form relating to the
registration of such Common Stock, to be filed with the Securities and Exchange
Commission with respect to said Common Stock, to sign any and all amendments
(including post-effective amendments) and supplements to such 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 attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute, 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 on December 14, 1998 by or on behalf of
the following persons in the capacities indicated with the registrant.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Gary Winnick Co-Chairman of the Board and Director
- -----------------------------------------
Gary Winnick
/s/ Lodwrick Cook Co-Chairman of the Board and Director
- -----------------------------------------
Lodwrick Cook
</TABLE>
<PAGE>
<TABLE>
<S> <C>
/s/ Thomas J. Casey Vice-Chairman of the Board and Managing Director
- -----------------------------------------
Thomas J. Casey
/s/ John M. Scanlon Chief Executive Officer and Director
- -----------------------------------------
John M. Scanlon
/s/ David Lee President, Chief Operating Officer and Director
- -----------------------------------------
David Lee
/s/ Barry Porter Senior Vice President and Director
- -----------------------------------------
Barry Porter
/s/ Abbott Brown Senior Vice President and Director
- -----------------------------------------
Abbott Brown
/s/ Dan J. Cohrs Senior Vice President and Chief Financial Officer
- -----------------------------------------
Dan J. Cohrs
/s/ Jay Bloom Director
- -----------------------------------------
Jay Bloom
/s/ William E. Conway Director
- -----------------------------------------
William E. Conway
/s/ Dean Kehler Director
- -----------------------------------------
Dean Kehler
/s/ Geoffrey J.W. Kent Director
- -----------------------------------------
Geoffrey J.W. Kent
/s/ Jay Levine Director
- -----------------------------------------
Jay Levine
/s/ Toshiaki Ogasawara Director
- -----------------------------------------
Toshiaki Ogasawara
/s/ William Phoenix Director
- -----------------------------------------
William Phoenix
/s/ Bruce Raben Director
- -----------------------------------------
Bruce Raben
/s/ Michael Steed Director
- -----------------------------------------
Michael Steed
</TABLE>
<PAGE>
/s/ Hillel Weinberger Director
- -----------------------------------------
Hillel Weinberger
<PAGE>
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below on the City of Los Angeles, State
of California on December 14, 1998 by the undersigned as the duly authorized
representative of the registrant in the United States.
/s/ John M. Scanlon
---------------------------------------
John M. Scanlon
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
3.1 Memorandum of Association of Global Crossing Ltd., dated March 5, 1998 (incorporated herein by
reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 (Registration No. 333-
53393) filed on May 22, 1998, as amended)
3.2 Amended and Restated Bye-Laws of Global Crossing Ltd. (incorporated herein by reference to
Exhibit 3.4 to the Company's Registration Statement on Form S-4 (Registration No. 333-61457) filed
on August 14, 1998, as amended)
4.1 1998 Global Crossing Ltd. Stock Incentive Plan
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen & Co
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
<PAGE>
EXHIBIT 4.1
- --------------------------------------------------------------------------------
LOGO GLOBAL CROSSING
1998 GLOBAL CROSSING LTD.
STOCK INCENTIVE PLAN
1. PURPOSE OF THE PLAN
The purpose of the Plan is to aid the Company and its Subsidiaries in recruiting
and retaining key individuals of outstanding ability and to motivate such
individuals to exert their best efforts on behalf of the Company and its
Subsidiaries by providing incentives through the granting of Awards. The
Company expects that it will benefit from the added interest which such key
individuals will have in the welfare of the Company as a result of their
proprietary interest in the Company's success.
2. DEFINITIONS
The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:
(a) Act: The Securities Exchange Act of 1934, as amended, or any successor
---
thereto.
(b) Award: An Option, Stock Appreciation Right or Other Stock-Based Award
-----
granted pursuant to the Plan.
(c) Beneficial Owner: A "beneficial owner", as such term is defined in Rule
----------------
13d-3 under the Act (or any successor rule thereto).
(d) Board: The Board of Directors of the Company.
-----
(e) Change in Control: The occurrence of any of the following events:
-----------------
(i) any Person (other than a Person holding securities representing 10% or
more of the combined voting power of the Company's outstanding
securities as of the Effective Date, the Company, any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company, or any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same proportions as
their ownership of stock of the Company), becomes the Beneficial
Owner, directly or indirectly, of securities of the Company, (a) in
excess of
1
<PAGE>
the interest in the Company held by the shareholders of the
Company as of the Effective Date (or their heirs or distributors by
will or the laws of descent and distribution) and (b) representing 30%
or more of the combined voting power of the Company's then-outstanding
securities;
(ii) during any period of twenty-four months (not including any period
prior to the Effective Date), individuals who at the beginning of such
period constitute the Board, and any new director (other than (A) a
director nominated by a Person who has entered into an agreement with
the Company to effect a transaction described in Sections 2(e)(i),
(iii) or (iv) of the Plan, (B) a director nominated by any Person
(including the Company) who publicly announces an intention to take or
to consider taking actions (including, but not limited to, an actual
or threatened proxy contest) which if consummated would constitute a
Change in Control or (C) a director nominated by any Person who is the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 10% or more of the combined voting power of the Company's
securities) whose election by the Board or nomination for election by
the Company's shareholders was approved in advance by a vote of at
least two-thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election
or nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof;
(iii) the shareholders of the Company approve any transaction or series
of transactions under which the Company is merged or consolidated with
any other company, other than a merger or consolidation which would
result in the shareholders of the Company immediately prior thereto
continuing to own (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than
65% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such
merger or consolidation; or
(iv) the shareholders of the Company approve a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets, other
than a liquidation of the Company into a wholly-owned subsidiary.
(f) Code: The Internal Revenue Code of 1986, as amended, or any successor
----
thereto.
(g) Committee: The Board.
---------
(h) Company: Global Crossing Ltd.
--------
(i) Disability: Inability to engage in any substantial gainful activity by
----------
reason of a medically determinable physical or mental impairment which
constitutes a permanent and total disability, as defined in Section
22(e)(3) of the Code (or any successor section thereto).
2
<PAGE>
The determination whether a Participant has suffered a Disability shall be
made by the Committee based upon such evidence as it deems necessary and
appropriate. A Participant shall not be considered disabled unless he or
she furnishes such medical or other evidence of the existence of the
Disability as the Committee, in its sole discretion, may require.
(j) Effective Date: July 1, 1998
--------------
(k) Fair Market Value: On a given date, the arithmetic mean of the high and low
-----------------
prices of the Shares as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares are listed or
admitted to trading, or, if no Composite Tape exists for such national
securities exchange on such date, then on the principal national securities
exchange on which such Shares are listed or admitted to trading, or, if the
Shares are not listed or admitted on a national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing
asked price on such date as quoted on the National Association of
Securities Dealers Automated Quotation System (or such market in which such
prices are regularly quoted), or, if there is no market on which the Shares
are regularly quoted, the Fair Market Value shall be the value established
by the Committee in good faith. If no sale of Shares shall have been
reported on such Composite Tape or such national securities exchange on
such date or quoted on the National Association of Securities Dealer
Automated Quotation System on such date, then the immediately preceding
date on which sales of the Shares have been so reported or quoted shall be
used.
(l) IS0: An Option that is also an incentive stock option granted pursuant to
---
Section 6(d) of the Plan.
(m) LSAR: A limited stock appreciation right granted pursuant to Section 7(d)
----
of the Plan.
(n) Other Stock-Based Awards: Awards granted pursuant to Section 8 of the Plan.
------------------------
(o) Option: A stock option granted pursuant to Section 6 of the Plan.
------
(p) Option Price: The purchase price per Share of an Option, as determined
------------
pursuant to Section 6(a) of the Plan.
(q) Participant: An individual who is selected by the Committee to participate
-----------
in the Plan.
(r) Performance-Based Awards: Certain Other Stock-Based Awards granted pursuant
------------------------
to Section 8(b) of the Plan.
(s) Person: A "person", as such term is used for purposes of Section 13(d) or
------
14(d) of the Act (or any successor section thereto).
(t) Plan: The 1998 Global Crossing Ltd. Stock Incentive Plan.
----
(u) Public Offering: A sale of shares of the Company's common stock to the
---------------
public pursuant to
3
<PAGE>
a registration statement under the Securities Act of 1933, as amended, that
has been declared effective by the Securities and Exchange Commission
(other than a registration statement on Form S-4 or Form S-8, or any other
successor or other forms promulgated for similar purposes, or a
registration statement in connection with an offering to employees of the
Company and its Subsidiaries) that results in an active trading market in
the Company's common stock; provided, that there shall be deemed to be an
--------
"active trading market" if the Company's common stock is listed or quoted
on a national stock exchange or the NASDAQ National Market.
(v) Shares: Common Shares of the Company, par value $0.01 per Share.
------
(w) Stock Appreciation Right: A stock appreciation right granted pursuant to
------------------------
Section 7 of the Plan.
(x) Subsidiary: A subsidiary corporation, as defined in Section 424(f) of the
----------
Code (or any successor section thereto).
3. SHARES SUBJECT TO THE PLAN
The total number of Shares which may be issued under the Plan is
16,607,865. The maximum number of Shares for which Awards may be granted during
a calendar year to any Participant shall be as determined by the Committee from
time to time. The Shares may consist, in whole or in part, of unissued Shares
or Shares that were issued and subsequently cancelled. The issuance of Shares
or the payment of cash upon the exercise of an Award shall reduce the total
number of Shares available under the Plan, as applicable. Shares which are
subject to Awards which terminate or lapse may be granted again under the Plan.
4. ADMINISTRATION
The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who are each "non-employee directors" within
the meaning of Rule 16b-3 under the Act (or any successor rule thereto) and
"outside directors" within the meaning of Section 162(m) of the Code (or any
successor section thereto). The Committee is authorized to interpret the Plan,
to establish, amend and rescind any rules and regulations relating to the Plan,
and to make any other determinations that it deems necessary or desirable for
the administration of the Plan. The Committee may correct any defect or supply
any omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the
Committee in the interpretation and administration of the Plan, as described
herein, shall lie within its sole and absolute discretion and shall be final,
conclusive and binding on all parties concerned (including, but not limited to,
Participants and their beneficiaries or successors). The Committee shall
require payment of any amount it may determine to be necessary to withhold for
federal, state, local or other taxes as a result of the exercise of an Award.
Unless the Committee specifies otherwise, the Participant may elect to pay a
portion or all of such withholding taxes by (a) delivery in Shares or (b) having
Shares withheld by the Company from any Shares that would have otherwise been
received by the Participant.
4
<PAGE>
5. LIMITATIONS
No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.
6. TERMS AND CONDITIONS OF OPTIONS
Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:
(a) Option Price. The Option Price per Share shall be determined by
------------
the Committee.
(b) Exercisability. Options granted under the Plan shall be
--------------
exercisable at such time and upon such terms and conditions as may be determined
by the Committee, but in no event shall an Option be exercisable more than ten
years after the date it is granted.
(c) Exercise of Options. Except as otherwise provided in the Plan or
-------------------
in an Award agreement, an Option may be exercised for all, or from time to time
any part, of the Shares for which it is then exercisable. For purposes of
Section 6 of the Plan, the exercise date of an Option shall be the later of the
date a notice of exercise is received by the Company and, if applicable, the
date payment is received by the Company pursuant to clauses (i), (ii) or (iii)
in the following sentence. The purchase price for the Shares as to which an
Option is exercised shall be paid to the Company in full at the time of exercise
at the election of the Participant (i) in cash, (ii) in Shares having a Fair
Market Value equal to the aggregate Option Price for the Shares being purchased
and satisfying such other requirements as may be imposed by the Committee;
provided, that such Shares have been held by the Participant for no less than
- --------
six months, (iii) partly in cash and partly in such Shares, (iv) through the
withholding of Shares (which would otherwise be delivered to the Participant)
with an aggregate Fair Market Value on the exercise date equal to the aggregate
Option Price or (v) through the delivery of irrevocable instruments to a broker
to deliver promptly to the Company an amount equal to the aggregate option price
for the shares being purchased. No Participant shall have any rights to
dividends or other rights of a stockholder with respect to Shares subject to an
Option until the Participant has given written notice of exercise of the Option,
paid in full for such Shares and, if applicable, has satisfied any other
conditions imposed by the Committee pursuant to the Plan.
(d) ISOs. The Committee may grant Options under the Plan that are
----
intended to be ISOs. Such ISOs shall comply with the requirements of Section
422 of the Code (or any successor section thereto). No ISO may be granted to
any Participant who at the time of such grant, owns more than ten percent of the
total combined voting power of all classes of stock of the Company or
5
<PAGE>
of any Subsidiary, unless (i) the Option Price for such ISO is at least 110% of
the Fair Market Value of a Share on the date the ISO is granted and (ii) the
date on which such ISO terminates is a date not later than the day preceding the
fifth anniversary of the date on which the ISO is granted. Any Participant who
disposes of Shares acquired upon the exercise of an ISO either (i) within two
years after the date of grant of such ISO or (ii) within one year after the
transfer of such Shares to the Participant, shall notify the Company of such
disposition and of the amount realized upon such disposition.
7. TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
(a) Grants. The Committee also may grant (i) a Stock Appreciation
------
Right independent of an Option or (ii) a Stock Appreciation Right in connection
with an Option, or a portion thereof. A Stock Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time
the related Option is granted or at any time prior to the exercise or
cancellation of the related Option, (B) shall cover the same Shares covered by
an Option (or such lesser number of Shares as the Committee may determine) and
(C) shall be subject to the same terms and conditions as such Option except for
such additional limitations as are contemplated by this Section 8 (or such
additional limitations as may be included in an Award agreement).
(b) Terms. The exercise price per Share of a Stock Appreciation
-----
Right shall be an amount determined by the Committee but in no event shall such
amount be less than the greater of (i) the Fair Market Value of a Share on the
date the Stock Appreciation Right is granted or, in the case of a Stock
Appreciation Right granted in conjunction with an Option, or a portion thereof,
the Option Price of the related Option and (ii) an amount permitted by
applicable laws, rules, by-laws or policies of regulatory authorities or stock
exchanges. Each Stock Appreciation Right granted independent of an Option shall
entitle a Participant upon exercise to an amount equal to (i) the excess of (A)
the Fair Market Value on the exercise date of one Share over (B) the exercise
price per Share, times (ii) the number of Shares covered by the Stock
Appreciation Right. Each Stock Appreciation Right granted in conjunction with
an Option, or a portion thereof, shall entitle a Participant to surrender to the
Company the unexercised Option, or any portion thereof, and to receive from the
Company in exchange therefor an amount equal to (i) the excess of (A) the Fair
Market Value on the exercise date of one Share over (B) the Option Price per
Share, times (ii) the number of Shares covered by the Option, or portion
thereof, which is surrendered. The date a notice of exercise is received by the
Company shall be the exercise date. Payment shall be made in Shares or in cash,
or partly in Shares and partly in cash (any such Shares valued at such Fair
Market Value), all as shall be determined by the Committee. Stock Appreciation
Rights may be exercised from time to time upon actual receipt by the Company of
written notice of exercise stating the number of Shares with respect to which
the Stock Appreciation Right is being exercised. No fractional Shares will be
issued in payment for Stock Appreciation Rights, but instead cash will be paid
for a fraction or, if the Committee should so determine, the number of Shares
will be rounded downward to the next whole Share.
(c) Limitations. The Committee may impose, in its discretion, such
-----------
conditions upon the exercisability or transferability of Stock Appreciation
Rights as it may deem fit.
6
<PAGE>
(d) Limited Stock Appreciation Rights. The Committee may grant LSARs
---------------------------------
that are exercisable upon the occurrence of specified contingent events. Such
LSARs may provide for a different method of determining appreciation, may
specify that payment will be made only in cash and may provide that any related
Awards are not exercisable while such LSARs are exercisable. Unless the context
otherwise requires, whenever the term "Stock Appreciation Right" is used in the
Plan, such term shall include LSARs.
8. OTHER STOCK-BASED AWARDS
(a) Generally. The Committee, in its sole discretion, may grant
---------
Awards of Shares, Awards of restricted Shares and Awards that are valued in
whole or in part by reference to, or are otherwise based on the Fair Market
Value of, Shares ("Other Stock-Based Awards"). Such Other Stock-Based Awards
shall be in such form, and dependent on such conditions, as the Committee shall
determine, including, without limitation, the right to receive one or more
Shares (or the equivalent cash value of such Shares) upon the completion of a
specified period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Stock-Based Awards may be granted alone or in
addition to any other Awards granted under the Plan. Subject to the provisions
of the Plan, the Committee shall determine to whom and when Other Stock-Based
Awards will be made, the number of Shares to be awarded under (or otherwise
related to) such Other Stock-Based Awards; whether such Other Stock-Based Awards
shall be settled in cash, Shares or a combination of cash and Shares; and all
other terms and conditions of such Awards (including, without limitation, the
vesting provisions thereof and provisions ensuring that all Shares so awarded
and issued shall be fully paid and non-assessable).
(b) Performance-Based Awards. Notwithstanding anything to the
------------------------
contrary herein, certain Other Stock-Based Awards granted under this Section 8
may be granted in a manner which is deductible by the Company under Section
162(m) of the Code (or any successor section thereto) ("Performance-Based
Awards"). A Participant's Performance-Based Award shall be determined based on
the attainment of written performance goals approved by the Committee for a
performance period established by the Committee (i) while the outcome for that
performance period is substantially uncertain and (ii) no more than 90 days
after the commencement of the performance period to which the performance goal
relates or, if less, the number of days which is equal to 25 percent of the
relevant performance period. The performance goals, which must be objective,
shall be based upon one or more of the following criteria: (i) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization); (ii) net income; (iii) operating income; (iv)
earnings per Share; (v) book value per Share; (vi) return on shareholders'
equity; (vii) expense management; (viii) return on investment; (ix) improvements
in capital structure; (x) profitability of an identifiable business unit or
product; (xi) maintenance or improvement of profit margins; (xii) stock price;
(xiii) market share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow;
(xvii) working capital and (xviii) return on assets. The foregoing criteria may
relate to the Company, one or more of its Subsidiaries or one or more of its
divisions or units, or any combination of the foregoing, and may be applied on
an absolute basis and/or be relative to one or more peer group companies or
indices, or any combination thereof, all as the Committee shall determine. In
addition, to the degree consistent with Section 162(m) of the Code (or any
7
<PAGE>
successor section thereto), the performance goals may be calculated without
regard to extraordinary items. The maximum amount of a Performance-Based Award
during a calendar year to any Participant shall be 500,000 Shares. The
Committee shall determine whether, with respect to a performance period, the
applicable performance goals have been met with respect to a given Participant
and, if they have, to so certify and ascertain the amount of the applicable
Performance-Based Award. No Performance-Based Awards will be paid for such
performance period until such certification is made by the Committee. The
amount of the Performance-Based Award actually paid to a given Participant may
be less than the amount determined by the applicable performance goal formula,
at the discretion of the Committee. The amount of the Performance-Based Award
determined by the Committee for a performance period shall be paid to the
Participant at such time as determined by the Committee in its sole discretion
after the end of such performance period; provided, however, that a Participant
-------- -------
may, if and to the extent permitted by the Committee and consistent with the
provisions of Section 162(m) of the Code, elect to defer payment of a
Performance-Based Award.
9. ADJUSTMENTS UPON CERTAIN EVENTS
Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:
(a) Generally. In the event of any change in the outstanding Shares
---------
after the Effective Date by reason of any Share dividend or split,
reorganization, recapitalization, merger, consolidation, spin-off, combination
or exchange of Shares or other corporate exchange, or any distribution to
shareholders of Shares other than regular cash dividends, the Committee in its
sole discretion and without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to (i) the number or kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan or pursuant to outstanding Awards, (ii) the Option Price and/or (iii) any
other affected terms of such Awards.
(b) Change in Control. Except as otherwise provided in an Award
-----------------
agreement, in the event of a Change in Control, the Committee in its sole
discretion and without liability to any person may take such actions, if any, as
it deems necessary or desirable with respect to any Award (including, without
limitation, (i) the acceleration of an Award, (ii) the payment of a cash amount
in exchange for the cancellation of an Award and/or (iii) the requiring of the
issuance of substitute Awards that will substantially preserve the value, rights
and benefits of any affected Awards previously granted hereunder) as of the date
of the consummation of the Change in Control.
10. NO RIGHT TO EMPLOYMENT
The granting of an Award under the Plan shall impose no obligation on
the Company or any Subsidiary to continue the employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
employment of such Participant.
8
<PAGE>
11. SUCCESSORS AND ASSIGNS
The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.
12. NONTRANSFERABILITY OF AWARDS
Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.
13. AMENDMENTS OR TERMINATION
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the shareholders of the Company, would (except as is provided in Section 10 of
the Plan), increase the total number of Shares reserved for the purposes of the
Plan or change the maximum number of Shares for which Awards may be granted to
any Participant or (b) without the consent of a Participant, would impair any of
the rights or obligations under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend the
-------- -------
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws. Notwithstanding
anything to the contrary herein, the Board may not amend, alter or discontinue
the provisions relating to Section 9(b) of the Plan after the occurrence of a
Change in Control.
14. INTERNATIONAL PARTICIPANTS
With respect to Participants who reside or work outside the United
States of America and who are not (and who are not expected to be) "covered
employees" within the meaning of Section 162(m) of the Code, the Committee may,
in its sole discretion, amend the terms of the Plan or Awards with respect to
such Participants in order to conform such terms with the requirements of local
law.
15. CHOICE OF LAW
The Plan shall be governed by and construed in accordance with the
laws of the State of New York.
16. EFFECTIVENESS OF THE PLAN
The Plan shall be effective as of the Effective Date. If the Plan is
not approved by the shareholders of the Company prior to the first anniversary
of the Effective Date, no Awards may be granted thereafter.
9
<PAGE>
EXHIBIT 5.1
11th December, 1998
GLOBAL CROSSING LTD
WESSEX HOUSE
45 REID STREET
HAMILTON HM 12
BERMUDA
Dear Sirs,
RE: GLOBAL CROSSING LTD (THE "COMPANY")
- ----------------------------------------
We have acted as legal counsel in Bermuda to the Company and this opinion as to
Bermuda law is addressed to you in connection with the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (The "Securities Act"), a Registration Statement and related documents
in relation to 16,607,865 common shares of the Company at par value US$0.01 (the
"Common Stock") which may be issued in accordance with The 1998 Global Crossing
Ltd. Stock Incentive Plan (the "Equity Plan")
For the purposes of this opinion we have examined and relied upon the documents
listed (which in some cases, are also defined in the Schedule to this opinion
(the "Documents")). Unless otherwise defined herein, capitalised terms have the
meanings assigned to them in the Equity Plan.
ASSUMPTIONS
- -----------
In stating our opinion we have assumed:-
(a) the authenticity, accuracy and completeness of all Documents submitted to
us as originals and the conformity to authentic original Documents of all
Documents submitted to us as certified, conformed, notarised or photostatic
copies;
(b) the genuineness of all signatures on the Documents;
(c) the authority, capacity and power of natural persons signing the Documents;
<PAGE>
2
(d) that any factual statements made in any of the Documents are true, accurate
and complete;
(e) that the Equity Plan constitutes the legal, valid and binding obligations
of each of the parties thereto, other than the Company, under the laws of
its jurisdiction of incorporation or its jurisdiction of formation;
(f) that there are no provisions of the laws or regulations of any jurisdiction
other than Bermuda which would have any implication in relation to the
opinion expressed herein and that, in so far as any obligation under, or
action to be taken under, the Equity Plan is required to be performed or
taken in any jurisdiction outside Bermuda, the performance of such
obligation or the taking of such action will constitute a valid and binding
obligation of each of the parties thereto under the laws of that
jurisdiction and will not be illegal by virtue of the laws of that
jurisdiction;
(g) that the Resolutions are in full force and effect and have not been
rescinded, either in whole or in part, and accurately record the
resolutions passed by the Board of Directors of the Company in a meeting
which was duly convened and at which a duly constituted quorum was present
and voting throughout;
(h) that each Director of the Company, when the Board of Directors of the
Company passed the Resolutions, discharged his fiduciary duty owed to the
Company and acted honestly and in good faith with a view to the best
interests of the Company;
(i) that the Company has entered into its obligations under the Equity Plan in
good faith for the purpose of carrying on its business and that, at the
time it did so, there were reasonable grounds for believing that the
transactions contemplated by the Equity Plan would benefit the Company;
(j) that the Equity Plan is valid, binding and enforceable under the laws of
the State of New York by which it is expressed to be governed;
(k) that the approval of the issues of any Common Stock pursuant to the Equity
Plan is made at a duly convened and quorate meeting of the Committee in a
manner complying with the terms of the Resolutions and the Constitutional
Documents and within the authority given to the Committee;
(l) that when the Committee authorises the issue of any Common Stock, the issue
price will not be less than the par value of the Common Stock and the
Company will have sufficient authorised capital to effect the issue.
<PAGE>
3
OPINION
- -------
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that when
duly authorised by the Committee appointed pursuant to the Resolutions in
accordance with the authority granted to it by the Resolutions, and when duly
issued and paid for pursuant to and in accordance with the terms of the Equity
Plan, the Resolutions, the authority and terms set by the Committee, and as
contemplated by the Registration Statement and the Related Prospectus the Common
Stock will be validly issued, fully paid, non-assessable shares of the Company.
RESERVATIONS
- ------------
We have the following reservations:-
(a) We express no opinion as to any law other than Bermuda law and none of the
opinions expressed herein relates to compliance with or matters governed by
the laws of any jurisdiction except Bermuda. This opinion is limited to
Bermuda law as applied by the Courts of Bermuda at the date hereof.
(b) Any reference in this opinion to shares being "non-assessable" shall mean,
in relation to fully-paid shares of the company and subject to any contrary
provision in any agreement in writing between such company and the holder
of shares, that: no shareholder shall be obliged to contribute further
amounts to the capital of the company, either in order to complete payment
for their shares, to satisfy claims of creditors of the company, or
otherwise; and no shareholder shall be bound by an alteration of the
Memorandum of Association or Bye-Laws of the company after the date on
which he became a shareholder, if and so far as the alteration requires him
to take, or subscribe for additional shares, or in any way increases his
liability to contribute to the share capital of, or otherwise to pay money
to, the company.
DISCLOSURE
- ----------
This opinion is addressed to you in connection with the Registration Statement
and is not to be made available to, or relied on by any other person or entity,
or for any other
<PAGE>
4
purpose, without our prior written consent. We consent to the filing of this
opinion as an exhibit to the Registration Statement of the Company.
This opinion is addressed to you solely for your benefit and is neither to be
transmitted to any other person, nor relied upon by any other person or for any
other purpose nor quoted or referred to in any public document nor filed with
any governmental agency or person, without our prior written consent, except as
may be required by law or regulatory authority. Further, this opinion speaks as
of its date and is strictly limited to the matters stated herein and we assume
no obligation to review or update this opinion if applicable laws or the
existing facts or circumstances should change.
This opinion is governed by and is to be construed in accordance with Bermuda
law. It is given on the basis that it will not give rise to any legal
proceedings with respect thereto in any jurisdiction other than Bermuda.
Yours faithfully,
/s/ Appleby, Spurling & Kempe
APPLEBY, SPURLING & KEMPE
<PAGE>
5
SCHEDULE
--------
1. A faxed copy of an original Registration Statement on Form S8 with respect
to the Common Stock including Exhibits but excluding the documents
incorporated by reference.
2. A faxed copy of an original document describing itself as part of a
prospectus, covering securities that have been registered under the
Securities Act of 1933, as amended (the "Related Prospectus").
3. A faxed copy of The 1998 Global Crossing Ltd. Stock Incentive Plan (the
"Equity Plan").
4. A Certified copy of the Minutes of the Meeting of the Board of Directors of
the Company held on 1st July, 1998, approving the terms of the 1998 Stock
Incentive Plan (the "Resolutions").
5. A certified copy of the Memorandum of Increase of Share Capital.
6. Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-laws for the Company (collectively referred to as the
"Constitutional Documents").
7. An Officer's Certificate (the "Certificate") dated 10th December and signed
by Lorraine Dean, Resident Secretary of the Company, confirming the
authorised and issued capital of the Company as at the date of the opinion.
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 and in the related
Prospectus of Global Crossing Ltd. of our report dated April 21, 1998 on the
consolidated financial statements of Global Crossing Ltd., which report is
included in the Registration Statement on Form S-4 (Registration No. 333-61457)
and to all references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
- -----------------------------------
Arthur Andersen LLP
Hamilton, Bermuda
December 11 , 1998
