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As filed with the Securities and Exchange Commission on September 25, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFONET SERVICES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-4148675
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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2160 East Grand Avenue
El Segundo, California 90245-1022
(Address of Principal Executive Offices including Zip Code)
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2000 OMNIBUS STOCK PLAN
(Full Title of the Plan)
-----------------------------
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<S> <C>
ERNEST U. GAMBARO, ESQ. Copy to:
Senior Vice President, General Counsel William J. Cernius, Esq.
and Secretary LATHAM & WATKINS
INFONET SERVICES CORPORATION 650 Town Center Drive, Twentieth Floor
2160 East Grand Avenue Costa Mesa, California 92626
El Segundo, California 90245-1022 (714) 540-1235
(310) 335-2600
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(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
-----------------------------
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Registered (2) Per Share (1) Offering Registration
Price (1) Fee
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<S> <C> <C> <C> <C>
Class B Common Stock 6,000,000 $ 9.81 $58,860,000 $ 15,539
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(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended
(the "Securities Act"), and is based on (i) the per share weighted average
exercise price ($8.9918) of previously granted options under the 2000
Omnibus Stock Plan exercisable for 4,088,957 shares, plus (ii) the average
of the high and low sales price of the Common Stock, as reported on the New
York Stock Exchange on September 20, 2000 ($11.5625) for the 1,911,043
shares issuable under the 2000 Omnibus Stock Plan
(2) Represents 6,000,000 shares issuable under the 2000 Omnibus Stock Plan.
================================================================================
Proposed sale to take place as soon after the effective date of the Registration
Statement as outstanding options are exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of the Form S-8 is not being filed
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by us with the Commission are incorporated
herein by reference:
(a) The description of our Class B Common Stock, par value $.01 per share,
contained in our registration statement on Form 8-A filed with the
Commission on November 17, 1999 (Registration No. 001-15475 );
(b) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000 (Registration No. 88799);
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1999; and
(d) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2000.
In addition, all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which reregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part of it from the respective dates of
filing 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 other 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 applicable.
Item 5. Named Experts and Counsel
-------------------------
The consolidated financial statements of Infonet Services Corporation
and its subsidiaries appearing in the Company's Annual Report (Form 10-K) for
the year ended March 31, 2000 have been audited by Deloitte & Touche LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are,
and audited financial statements to be included in subsequently filed documents
will be, incorporated herein by reference in reliance upon the reports of that
firm given upon its authority as experts in accounting and auditing.
2
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Item 6. Indemnification of Directors and Officers
-----------------------------------------
Our certificate of incorporation provides that, except to the extent
prohibited by the Delaware General Corporation Law, our directors are not
personally liable to us or our stockholders for monetary damages for any breach
of fiduciary duty as our directors. Under the Delaware General Corporation Law,
our directors have a fiduciary duty to us that is not eliminated by this
provision of our certificate of incorporation and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of nonmonetary relief will
remain available. In addition, each director will continue to be subject to
liability under the Delaware General Corporation Law for breach of the
director's duty of loyalty to us or our stockholders, for acts or omissions
which are found by a court of competent jurisdiction to be not in good faith or
that involve intentional misconduct, or knowing violations of law, for actions
leading to improper personal benefit to the director, and for payment of
dividends or approval of stock repurchases or redemptions that are prohibited by
the Delaware General Corporation Law. This provision also does not affect the
directors' responsibilities under any other laws, such as the Federal securities
laws or state or Federal environmental laws.
The Delaware General Corporation Law provides further that any
indemnification will not be deemed exclusive of any other rights to which the
directors and officers may be entitled under a corporation's bylaws, any
agreement, a vote of stockholders or otherwise. Our certificate of incorporation
eliminates the personal liability of directors to the fullest extent permitted
by the Delaware General Corporation Law and provides that we may fully indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of ours or is or was serving at our
request as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action,
suit or proceeding.
We have entered into agreements to indemnify our directors and
executive officers, in addition to the indemnification provided for in our
bylaws. We believe that these provisions and agreements are necessary to attract
and retain qualified directors and executive officers. Our bylaws also permit us
to secure insurance on behalf of any officer, director, employee or other agent
for any liability arising out of his or her actions, regardless of whether the
Delaware General Corporation Law would permit indemnification. We have liability
insurance for our officers and directors.
The Company has in effect insurance policies covering all of its
directors and officers.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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See Index to Exhibits on page 7.
Item 9. Undertakings
------------
(a) 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 Securities 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
3
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statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(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;
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 Exchange Act
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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 Securities
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 Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by 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 Securities Act and will be governed by the final adjudication
of such issue.
4
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company 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 El Segundo, State of California, on September 19, 2000.
INFONET SERVICES CORPORATION
By: /s/ Jose A. Collazo
------------------------------------
Jose A. Collazo, Chairman of the Board and
President
By: /s/ Akbar H. Firdosy
------------------------------------
Akbar H. Firdosy, Vice President and
Chief Financial Officer
5
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POWER OF ATTORNEY
Each person whose signature appears below hereby authorizes and appoints
Jose A. Collazo, Ernest U. Gambaro and Akbar H. Firdosy as attorneys-in-fact and
agents, each acting alone, with full powers of substitution to sign on his
behalf, individually and in the capacities stated below, and to file any and all
amendments, including post-effective amendments, to this registration statement
and other documents in connection therewith, with the Securities and Exchange
Commission, granting to said attorneys-in-fact and agents full power and
authority to perform any other act on behalf of the undersigned required to be
done.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of September 19, 2000.
Signature Title
--------- -----
/s/ Jose A. Collazo Chairman of the Board and President
---------------------------------
Jose A. Collazo (Principal Executive Officer)
/s/ Akbar H. Firdosy Vice President and Chief Financial
---------------------------------
Akbar H. Firdosy Officer (Principal Financial Officer)
---------------------------------
Douglas Campbell Director
/s/ Eric M. deJong
---------------------------------
Eric M. deJong Director
/s/ Morgan Ekberg
---------------------------------
Morgan Ekberg Director
/s/ Timothy Hartman
---------------------------------
Timothy Hartman Director
/s/ Heinz Karrer
---------------------------------
Heinz Karrer Director
/s/ Masao Kojima
---------------------------------
Masao Kojima Director
/s/ Matthew O'Rourke
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Matthew O'Rourke Director
/s/ Rafael Sangrario
---------------------------------
Rafael Sangrario Director
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT PAGE
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<S> <C> <C>
4.1 Restated Certificate of Incorporation. Note (1)
5.1 Opinion of Latham & Watkins. 8
23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 8
23.2 Consent of Deloitte & Touche LLP 9
24 Power of Attorney (included in the signature page to this Registration 6
Statement).
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__________________
(1) Incorporated by reference in the Company's Registration Statement on Form S-
1 (No. 333-88799).
7
