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As Filed with the Securities and Exchange Commission on June 14, 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)
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<S> <C>
Bermuda 98-0189783
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
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Wessex House
45 Reid Street
Hamilton HM12, Bermuda
(441) 296-8600
(Address, including zip code, of Registrant's principal executive office)
The Global Crossing Ltd. Deferred Compensation Plan for Directors
The Global Crossing Ltd. Deferred Compensation Plan for Executives
(Full title of the Plans)
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 360 North Crescent Drive
New York, New York 10017-3954 Beverly Hills, California 90210
(212) 455-2000 (310) 385-5200
______________________
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CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Amount to be Offering Price Aggregate Offering Registration
Title of Securities to be Registered (b) Registered Per Unit Price (a) Fee
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<S> <C> <C> <C> <C>
Director Deferred Compensation Obligations $ 3,000,000 100% $ 3,000,000 $ 792
Executive Deferred Compensation Obligations $26,000,000 100% $26,000,000 $6,864
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(a) Estimated solely for purposes of determining the registration fee.
(b) The Director Deferred Compensation Obligations and the Executive Deferred
Compensation Obligations are unsecured general obligations of Global
Crossing Ltd. to pay deferred compensation in the future in accordance with
the terms of The Global Crossing Ltd. Deferred Compensation Plan for
Directors and The Global Crossing Ltd. Deferred Compensation Plan for
Executives, respectively.
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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
The following documents filed by Global Crossing Ltd. (the "Registrant") with
the Securities and Exchange Commission (the "Commission") are incorporated in
this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K filed on March 17, 2000.
(b) The Registrant's Current Reports on Form 8-K filed on January 11, 2000,
January 19, 2000 (Amended Current Report), February 18, 2000, March 2, 2000 and
March 3, 2000.
(c) The description of the Registrant's capital stock contained in the
Registrant's Registration Statement on Form S-3 (Registration No. 333-32810)
filed on March 20, 2000, as amended.
All documents filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from their respective dates of filing.
Item 4. Description of Securities
Under The Global Crossing Ltd. Deferred Compensation Plan for Directors and
The Global Crossing Ltd. Deferred Compensation Plan for Executives (each, a
"Plan" and, collectively, the "Plans"), the Registrant will allow certain non-
employee directors (the "Directors") and certain key management employees (the
"Employees" and together with the Directors, the "Participants") to defer their
receipt of specified amounts of board retainer and meeting fees (in the case of
Directors), annual salary and annual bonuses (in the case of Employees) and
common stock of the Registrant issuable pursuant to stock options (in either
case).
The Registrant will establish and maintain an individual bookkeeping account
(the "Account") for each Participant who elects to participate in the Plan for
which he or she is eligible. The Registrant intends to invest the deferred
compensation amounts in annuity contracts, and the Participants will allocate
the deemed amounts in their Accounts among certain earnings crediting options
that provide rates of return based upon the actual performance of such
investments. A Participant's Account will be credited with earnings in
accordance with the earning crediting options selected; provided, however, that
the Registrant shall not be obligated to invest any deferred amounts in such
investments.
The Participant's deemed investment in the Registrant's common stock shall be
adjusted to reflect stock splits, combinations or subdivisions of shares,
recapitalization or other stock-related events that affect the number of shares
of the Registrant's common stock. In addition, dividends paid on the
Registrant's common stock shall be deemed paid in cash and deferred into the
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Participants' Accounts in earnings crediting options other than deemed
investments in the Registrant's common stock.
All distributions will be made in cash, except that distributions from
deferred stock option awards will be made in shares of the Registrant's common
stock. Participants may elect to receive a distribution of their Account balance
either in a lump sum or in a series of distributions following retirement or
earlier termination of employment. In addition, upon entry into the relevant
Plan, Participants have a one-time opportunity to select future dates during
their expected tenure of employment (but not sooner than the fourth year of Plan
participation) at which time pre-determined percentages of their Accounts (or
specified amounts) are to be disbursed. Once received by the Registrant, the
distribution elections of Participants are irrevocable, except in certain
circumstances and in the Registrant's discretion.
Distributions may also be made upon application by a Participant and a
determination made by the Registrant that the Participant has a financial
emergency that warrants an immediate lump sum payment of amounts previously
deferred under the relevant Plan. Participants may also receive in-service
distributions prior to their termination or retirement for any reason, provided
that the requested distribution amount will be reduced by a penalty equal to 10%
of the requested amount, such that the Participant will receive 90% of the
requested amount and 10% of the requested amount will be forfeited to the
Registrant.
Distributions under the Plans are payable only out of the general assets of
the Registrant, and the Registrant will not segregate any assets whatsoever in
order to fund its obligations under the Plans; provided that the Registrant may
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form a grantor trust or trusts to assist it in meeting its obligations under the
Plans. Whether or not such a grantor trust is established, Participants have no
greater rights to receive distributions under the Plans than those of general
unsecured creditors of the Registrant. As such, the Participants' rights to
receive distributions are subordinated to all indebtedness of the Registrant
other than the Registrant's other general unsecured obligations. The documents
incorporated by reference into this Registration Statement pursuant to Item 3
above include a description of the amount and terms of the Registrant's
consolidated indebtedness.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. 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 Registrant's bye-laws or in a contract or arrangement between
the Registrant 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 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
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4.1 The Global Crossing Ltd. Deferred Compensation Plan for Directors
4.2 The Global Crossing Ltd. Deferred Compensation Plan for Executives
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of Arthur Andersen
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings
(a) The 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
Securities Act of 1933 (the "1933 Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the 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 the registration statement;
and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934
Act that are incorporated by reference in the registration statement; and
(2) That, for the purpose of determining any liability under the 1933
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.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) 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 that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933
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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
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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 14/th/ day
of June, 2000.
Global Crossing Ltd.
(Registrant)
By /s/ Leo J. Hindery, Jr.
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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/ Gary Winnick Chairman of the Board and Director June 14, 2000
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Gary Winnick
/s/ Lodwrick M. Cook Co-Chairman of the Board and Director June 14, 2000
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Lodwrick M. Cook
/s/ Thomas J. Casey Vice Chairman of the Board and Director June 14, 2000
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Thomas J. Casey
/s/ Jack M. Scanlon Director June 14, 2000
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Jack M. Scanlon
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/s/ Leo J. Hindery, Jr. Chief Executive Officer and Director June 14, 2000
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Leo J. Hindery, Jr.
/s/ Joseph P. Clayton Director; President, Global Crossing June 14, 2000
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Joseph P. Clayton North America
/s/ Dan J. Cohrs Chief Financial Officer (principal June 14, 2000
------------------------------ financial officer and principal
Dan J. Cohrs accounting officer)
/s/ Robert Annunziata Director June 14, 2000
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Robert Annunziata
/s/ Jay R. Bloom Director June 14, 2000
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Jay R. Bloom
/s/ Norman Brownstein Director June 14, 2000
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Norman Brownstein
/s/ William E. Conway Director June 14, 2000
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William E. Conway
/s/ Canning Fok Kin-ning Director June 14, 2000
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Canning Fok Kin-ning
/s/ Eric Hippeau Director June 14, 2000
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Eric Hippeau
Director June 14, 2000
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Dean C. Kehler
/s/ Geoffrey J.W. Kent Director June 14, 2000
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Geoffrey J.W. Kent
/s/ David L. Lee Director June 14, 2000
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David L. Lee
/s/ Douglas H. McCorkindale Director June 14, 2000
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Douglas H. McCorkindale
/s/ James F. McDonald Director June 14, 2000
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James F. McDonald
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Director June 14, 2000
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Barry Porter
/s/ Bruce Raben Director June 14, 2000
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Bruce Raben
/s/ Michael R. Steed Director June 14, 2000
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Michael R. Steed
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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4.1 The Global Crossing Ltd. Deferred Compensation Plan for Directors
4.2 The Global Crossing Ltd. Deferred Compensation Plan for Executives
5.1 Opinion of Simpson Thacher & Bartlett
23.1 Consent of Arthur Andersen
23.2 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
