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As filed with the Securities and Exchange Commission on May 3, 2000
Registration No.: 333-35100
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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PRE-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Global Crossing Ltd.
(Exact name of registrant as specified in its charter)
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<CAPTION>
Bermuda 4813 98-0189783
<S> <C> <C>
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
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<CAPTION>
<S> <C> <C>
Wessex House CT Corporation
45 Reid Street 1633 Broadway
Hamilton HM12, Bermuda New York, New York 10019
Telephone: (441) 296-8600 Telephone: (212) 479-8200
(Address including zip code, and telephone (Name, address, including zip code, and
number, including area code, of registrant's telephone number, including area code, of
principal executive office) agent for service)
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Copies to:
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<S> <C> <C>
TODD H. BAKER, ESQ. ANDREW R. KELLER, ESQ. WILLIAM H. HINMAN, ESQ.
Gibson, Dunn & Crutcher LLP Simpson Thacher & Bartlett Shearman & Sterling
One Montgomery Street, 26th Floor 425 Lexington Avenue 555 California Street
San Francisco, CA 94104 New York, New York 10017 San Francisco, CA 94104
Telephone: (415) 393-8200 Telephone: (212) 455-2000 Telephone: (415) 616-1221
Facsimile: (415) 986-5309 Facsimile: (212) 455-2502 Facsimile: (415) 616-1199
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Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
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list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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Please note that, in this pre-effective amendment no. 1, we are only filing
Part II of this registration statement. You may find a copy of the prospectus
that is a part of this registration statement in our filing of this registration
statement dated April 19, 2000.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The registrant estimates that expenses in connection with the offering
described in this Registration Statement will be as follows:
SEC registration fee............................................ $ 26,400
Nasdaq National Market listing fee.............................. 1,000
Bermuda Stock Exchange listing fee.............................. *
Printing and engraving expenses................................. *
Legal fees and expenses......................................... *
Accounting fees and expenses.................................... *
Blue Sky fees and expenses...................................... *
Transfer agent and registrar fees............................... *
Miscellaneous................................................... *
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Total......................................................... $ *
=========
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*To be completed by amendment
Item 15. Indemnification of Directors and Officers.
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 matter
which would render it void pursuant to the Companies Act of 1981 as in effect
from time to time in Bermuda.
The Companies Act provides that a Bermuda company may indemnify its
directors in respect of any loss arising or liability attaching to them as a
result of any negligence, default, breach of duty or breach of trust of which
they may be guilty. However, the Companies Act also provides that any
provision, whether contained in the company's bye-laws or in a contract or
arrangement between the company and the director, indemnifying a director
against any liability which would attach to him in respect of his fraud or
dishonesty will be void.
The directors and officers of the Registrant are covered by directors' and
officers' insurance policies maintained by the Registrant.
Item 16. Exhibits.
The following is a complete list of Exhibits filed as part of this
Registration Statement, which are incorporated herein:
Exhibit
Number Exhibit Description
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1.1 Form of Underwriting Agreement (to be filed by amendment).
3.1 Memorandum of Association of the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's Registration Statement on Form S1/A
filed on July 2, 1998).
3.2 Certificate of Incorporation of Change of Name of the Registrant dated
April 30, 1998 (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1/A filed on July 23,
1998 (the "July 23, 1998 S-1/A")).
3.3 Memorandum of Increase of Share Capital of the Registrant dated July
9, 1998 (incorporated by reference to Exhibit 3.4 to the July 23, 1998
S-1/A).
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Exhibit
Number Exhibit Description
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3.4 Memorandum of Increase of Share Capital of the Registrant dated
September 27, 1999 (incorporated by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q filed on November 15, 1999
(the "November 15, 1999 10-Q")).
3.5 Bye-laws of the Registrant as in effect on October 14, 1999
(incorporated by reference to Exhibit 3.2 to the November 15, 1999 10-
Q).
3.6 Form of Certificate of Designations of Global Crossing Group Stock and
GlobalCenter Group Stock (previously filed).
3.7 Form of Policy Statement Regarding Global Crossing Group and
GlobalCenter Group Matters (previously filed).
4.1 Form of Global Crossing Group Stock Certificate (to be filed by
amendment).
4.2 Form of GlobalCenter Group Stock Certificate (to be filed by amendment).
5.1 Opinion of Appleby, Spurling & Kempe (to be filed by amendment).
8.1 Tax opinion of Simpson Thacher & Bartlett (to be filed by amendment).
10.1 GlobalCenter Management Stock Plan (to be filed by amendment).
10.2 GlobalCenter 2000 Stock Incentive Plan (to be filed by amendment).
10.3 Form of Tax Sharing Agreement dated as of , 2000 between the
GlobalCenter Inc. and Global Crossing North America Inc. (to be filed by
amendment).
23.1 Consent of Arthur Andersen LLP re: GlobalCenter (previously filed).
23.2 Consent of Arthur Andersen re: Global Crossing Ltd. (previously filed).
23.3 Consent of PricewaterhouseCoopers LLP (previously filed).
23.4 Consent of KPMG Audit Plc (previously filed).
23.5 Consent of Deloitte & Touche (previously filed).
23.6 Consent of PricewaterhouseCoopers (previously filed).
23.7 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1).
23.8 Consent of Simpson Thacher & Bartlett (included in Exhibit 8.1).
24.1 Power of Attorney of the Registrant (previously filed).
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
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employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions referred to in Item 15 or otherwise
(other than the insurance policies referred to therein), the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 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 against the
registrant by such director,
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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 of 1933 and will be
governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
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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-3 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 May 3,
2000.
Global Crossing Ltd.
/s/ Leo J. Hindery, Jr.
By: _________________________________
Name: Leo J. Hindery, Jr.
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Capacity Date
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<S> <C> <C>
/*/ Chairman of the Board and Director May 3, 2000
______________________________________
Gary Winnick
/*/ Co-Chairman of the Board and May 3, 2000
______________________________________ Director
Lodwrick M. Cook
/*/ Vice Chairman of the Board and May 3, 2000
______________________________________ Director
Thomas J. Casey
/*/ Director; Vice Chairman of the May 3, 2000
______________________________________ Board, Asia Global Crossing
Jack M. Scanlon
/s/ Leo J. Hindery, Jr. Chief Executive Officer and May 3, 2000
______________________________________ Director; Chairman and Chief
Leo J. Hindery, Jr. Executive Officer, GlobalCenter,
Inc.
President, Chief Operating Officer
______________________________________ and Director
David L. Lee
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Signature Capacity Date
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<S> <C> <C>
Director; President,
______________________________________ Global Crossing North
Joseph P. Clayton America
Senior Vice President and
______________________________________ Director
Barry Porter
/s/ Dan J. Cohrs Senior Vice President and May 3, 2000
______________________________________ Chief Financial Officer
Dan J. Cohrs (principal financial
officer and principal
accounting officer)
/*/ Director May 3, 2000
______________________________________
Robert Annunziata
Director
______________________________________
Jay R. Bloom
/*/ Director May 3, 2000
______________________________________
William E. Conway, Jr.
/*/ Director May 3, 2000
______________________________________
Canning Fok
/*/ Director May 3, 2000
______________________________________
Eric Hippeau
Director
______________________________________
Dean C. Kehler
/*/ Director May 3, 2000
______________________________________
Geoffrey J.W. Kent
/*/ Director May 3, 2000
______________________________________
James F. McDonald
/*/ Director May 3, 2000
______________________________________
Douglas H. McCorkindale
Director
______________________________________
Bruce Raben
/*/ Director May 3, 2000
______________________________________
Michael R. Steed
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* By Power-of-Attorney
<S> <C> <C>
/s/ Dan J. Cohrs Attorney-in-Fact May 3, 2000
______________________________________
Dan J. Cohrs
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