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As Filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-
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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 incorporation or (I.R.S. Employer
organization) Identification Number)
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
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Proposed Maximum
Amount to be Offering Price Per Proposed Maximum Aggregate Amount of
Title of Securities to be Registered Registered Share (a) Offering Price (a) Registration Fee (a)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value per share 21,000,000 $28.60 $600,600,000 $158,558.40
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(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 June 13, 2000.
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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, 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.
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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
23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit
5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings
Not required to be filed with this Registration Statement pursuant to
General Instruction E for registration statements on Form S-8.
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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-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 15th day of
June, 2000.
Global Crossing Ltd.
(Registrant)
By /s/ Leo J. Hindery, Jr.
--------------------------------
Name: Leo J. Hindery, Jr.
Title: Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints each of Leo J. Hindery,
Jr. and Dan J. Cohrs, severally, 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 sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and all 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 anything appropriate or necessary to be done, as fully and for 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 or
substitutes may lawfully do or cause to be done by virtue thereof.
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 Title Date
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<S> <C> <C>
/s/ GARY WINNICK Chairman of the Board and Director June 15, 2000
----------------------------
Gary Winnick
/s/ LODWRICK M. COOK Co-Chairman of the Board and Director June 15, 2000
----------------------------
Lodwrick M. Cook
/s/ THOMAS J. CASEY Vice Chairman of the Board and Director June 15, 2000
----------------------------
Thomas J. Casey
/s/ JACK M. SCANLON Director June 15, 2000
----------------------------
Jack M. Scanlon
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<S> <C> <C>
/s/ LEO J. HINDERY, JR. Chief Executive Officer and Director June 15, 2000
----------------------------
Leo J. Hindery, Jr.
/s/ JOSEPH P. CLAYTON Director; President, Global Crossing North June 15, 2000
---------------------------- America
Joseph P. Clayton
/s/ DAN J. COHRS Chief Financial Officer June 15, 2000
---------------------------- (principal financial officer and
Dan J. Cohrs principal accounting officer)
Director June 15, 2000
----------------------------
Jay R. Bloom
/s/ NORMAN BROWNSTEIN Director June 15, 2000
----------------------------
Norman Brownstein
/s/ WILLIAM E. CONWAY Director June 15, 2000
----------------------------
William E. Conway
/s/ ERIC HIPPEAU Director June 15, 2000
----------------------------
Eric Hippeau
Director June 15, 2000
----------------------------
Dean C. Kehler
/s/ GEOFFREY J.W. KENT Director June 15, 2000
----------------------------
Geoffrey J.W. Kent
/s/ DAVID L. LEE Director June 15, 2000
----------------------------
David L. Lee
/s/ DOUGLAS H. MCCORKINDALE Director June 15, 2000
----------------------------
Douglas H. McCorkindale
/s/ JAMES F. MCDONALD Director June 15, 2000
----------------------------
James F. McDonald
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<S> <C> <C>
Director June 15, 2000
----------------------------
Bruce Raben
/s/ MICHAEL R. STEED Director June 15, 2000
----------------------------
Michael R. Steed
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen
23.2 Consent of Appleby, Spurling & Kempe (included in
Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
