<PAGE>
As Filed with the Securities and Exchange Commission on January 18, 2000
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)
Bermuda 98-0189783
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
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, 23rd 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 360 North Crescent Drive
New York, New York 10017-3954 Beverly Hills, California 90210
(212) 455-2000 (310) 385-5200
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
=====================================================================================================================
<CAPTION>
Proposed
Maximum Proposed Maximum Amount of
Amount to 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 56,784,270 $46.44 $2,636,919,538.13 $696,146.76
=====================================================================================================================
</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 January 12, 2000.
<PAGE>
Pursuant to General Instruction E for registration statements on Form
S-8, the contents of the Registration Statement on Form S-8 of Global Crossing
Ltd., a Bermuda company, relating to the 1998 Global Crossing Ltd. Stock
Incentive Plan (the "Plan"), file number 333-68825, filed with the Securities
and Exchange Commission on December 14, 1998, are incorporated herein by
reference.
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
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
Item 4. Description of Securities
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
Item 5. Interests of Named Experts and Counsel
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
Item 6. Indemnification of Directors and Officers
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of KPMG Audit Plc
23.4 Consent of Deloitte & Touche
23.5 Consent of PricewaterhouseCoopers
23.6 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
24.1 Power of Attorney
Item 9. Undertakings
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
<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 18th day of
January, 2000.
GLOBAL CROSSING LTD.
(Registrant)
By /s/ Robert Annunziata
-------------------------------------
Name: Robert Annunziata
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on January 18, 2000 by or on behalf of
the following persons in the capacities indicated with the registrant.
Signature Title
--------- -----
* Chairman of the Board and Director
- ----------------------
Gary Winnick
* Co-Chairman of the Board and Director
- ----------------------
Lodwrick M. Cook
* Vice-Chairman of the Board and Managing Director
- ----------------------
Thomas J. Casey
* Vice-Chairman of the Board and Director
- ----------------------
Joseph P. Clayton
* Vice-Chairman of the Board and Director
- ----------------------
John M. Scanlon
/s/ Robert Annunziata Chief Executive Officer and Director
- ----------------------
Robert Annunziata
* President, Chief Operating Officer and Director
- ----------------------
David L. Lee
<PAGE>
* Senior Vice President and Director
---------------------
Barry Porter
* Senior Vice President and Director
----------------------
Abbott L. Brown
* Senior Vice President and Chief Financial Officer
----------------------
Dan J. Cohrs
* Director
----------------------
Jay R. Bloom
* Director
----------------------
William E. Conway
* Director
----------------------
Eric Hippeau
* Director
----------------------
Dean C. Kehler
* Director
----------------------
Geoffrey J.W. Kent
* Director
----------------------
Douglas H. McCorkindale
* Director
----------------------
James F. McDonald
* Director
----------------------
Bruce Raben
* Director
----------------------
Michael R. Steed
* Director
----------------------
Hillel Weinberger
*By: /s/ James C. Gorton
--------------------
James C. Gorton
Attorney-In-Fact
<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 January 18, 2000 by the undersigned as the duly
authorized representative of the registrant in the United States.
/s/ Robert Annunziata
-----------------------------------------
Robert Annunziata
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of KPMG Audit Plc
23.4 Consent of Deloitte & Touche
23.5 Consent of PricewaterhouseCoopers
23.6 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1)
24.1 Power of Attorney
<PAGE>
Exhibit 5.1
18 January 2000
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 56,784,270 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 as Amended and Restated as of December 7, 1999 (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;
<PAGE>
Global Crossing Ltd -2- 18 January 2000
(c) the authority, capacity and power of natural persons signing the Documents;
(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 purposes 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;
<PAGE>
Global Crossing Ltd -3- 18 January 2000
(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.
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 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 older 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 purpose, without our prior written consent. We consent to the
filing of this opinion as an exhibit to the Registration Statement of the
Company.
<PAGE>
Global Crossing Ltd -4- 18 January 2000
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
Appleby Spurling & Kempe
<PAGE>
Global Crossing Ltd -5- 18 January 2000
SCHEDULE
--------
1. A faxed copy of an original Registration Statement on Form S-8 dated
January 18, 2000 with respect to the Common Stock excluding Exhibits and
the documents incorporated by reference.
2. A faxed copy of The 1998 Global Crossing Ltd. Stock Incentive Plan amended
and restated as of December 7, 1999.
3. A Certified copy of the Minutes of the Meeting of the Board of Directors of
the Company held on 1 July 1998, approving the terms of the 1998 Stock
Incentive Plan and a certified copy of the Minutes of the Meeting of the
Board of Directors of the Company held on December 7, 1999 amending and
restating the terms of the 1998 Stock Incentive Plan (the "Resolutions").
4. Copies certified on the 11th of January 2000 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 18 January 2000 and
signed by Mitch Sussis, Secretary of the Company, confirming the authorised
and issued capital of the Company as at the date of this opinion.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or incorporated by
reference to this Registration Statement on Form S-8.
/s/ Arthur Andersen & Co.
January 14, 2000
Hamilton, Bermuda
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Global Crossing Ltd. of our report dated January 25,
1999 relating to the financial statements, which appears in Frontier
Corporation's 1998 Annual Report to Shareholders, which is incorporated by
reference in its Annual Report on Form 10-K for the year ended December 31,
1998, and which appears on Page 20 of the Frontier Corporation Current Report on
Form 8-K dated January 26, 1999. We also consent to the incorporation by
reference of our report dated January 25, 1999 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
- ----------------------------------
PricewaterhouseCoopers LLP
Rochester, New York
January 14, 2000
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion of our report dated 26 May 1999 with respect to
the balance sheets of Cable & Wireless Global Marine as of 31 March 1999 and
1998 and the results of their operations and cashflows for each of the years in
the three-year period ended 31 March 1999, incorporated by reference into this
Registration Statement on Form S-8, of Global Crossing Ltd.
Yours faithfully
/s/ KPMG Audit Plc
-------------------------------
KPMG Audit Plc
Ipswich, England
January 14, 2000
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the inclusion of our report dated 8 October 1999 with respect to
the combined balance sheets of Racal Telecommunications Limited, Racal
Telecommunications Networks Limited, Racal Internet Services Limited and Racal
Telecommunications Inc. (collectively "Racal Telecom") as of 31 March 1999 and
1998 and the combined results of their operations and cashflows for each of the
years in the three-year period ended 31 March 1999, incorporated by reference
into this Registration Statement on Form S-8 of Global Crossing Ltd.
Yours faithfully
/s/ Deloitte & Touche
-------------------------------
Deloitte & Touche
London, England
January 14, 2000
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Global Crossing Ltd. of our report dated December 15,
1999 relating to the financial statements of HCL Holdings Limited for each of
the three years ended December 31, 1998.
/s/ PricewaterhouseCoopers
- ----------------------------------
PricewaterhouseCoopers
Hong Kong
January 14, 2000
<PAGE>
EXHIBIT 24.1
GLOBAL CROSSING LTD.
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 JAMES C. GORTON
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.
IN WITNESS HEREOF, each of the undesigned has subscribed his
or her name as of the 7th day of December, 1999.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Gary Winnick Chairman of the Board and Director
---------------------------------------
Gary Winnick
/s/ Lodwrick M. Cook Co-Chairman of the Board and Director
---------------------------------------
Lodwrick M. Cook
/s/ Thomas J. Casey Vice-Chairman of the Board and Managing Director
---------------------------------------
Thomas J. Casey
</TABLE>
<PAGE>
2
<TABLE>
<S> <C>
/s/ Joseph P. Clayton Vice-Chairman of the Board and Director
---------------------------------------
Joseph P. Clayton
/s/ John M. Scanlon Vice-Chairman of the Board and Director
---------------------------------------
John M. Scanlon
/s/ Robert Annunziata Chief Executive Officer and Director
---------------------------------------
Robert Annunziata
/s/ David L. Lee President, Chief Operating Officer and Director
---------------------------------------
David L. Lee
/s/ Barry Porter Senior Vice President and Director
---------------------------------------
Barry Porter
/s/ Abbott L. Brown Senior Vice President and Director
---------------------------------------
Abbott L. Brown
/s/ Dan J. Cohrs Senior Vice President and Chief Financial Officer
---------------------------------------
Dan J. Cohrs
/s/ Jay R. Bloom Director
---------------------------------------
Jay R. Bloom
/s/ William E. Conway Director
---------------------------------------
William E. Conway
/s/ Eric Hippeau Director
---------------------------------------
Eric Hippeau
/s/ Dean C. Kehler Director
---------------------------------------
Dean C. Kehler
/s/ Geoffrey J.W. Kent Director
---------------------------------------
Geoffrey J.W. Kent
</TABLE>
<PAGE>
3
<TABLE>
<S> <C>
/s/ Douglas H. McCorkindale Director
---------------------------------------
Douglas H. McCorkindale
/s/ James F. McDonald Director
---------------------------------------
James F. McDonald
/s/ Bruce Raben Director
---------------------------------------
Bruce Raben
/s/ Michael R. Steed Director
---------------------------------------
Michael R. Steed
/s/ Hillel Weinberger Director
---------------------------------------
Hillel Weinberger
</TABLE>
