<PAGE>
As filed with the Securities and Exchange Commission on May 16, 2000
Registration No. 333-_______
================================================================================
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
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)
----------------------------
2160 East Grand Avenue
El Segundo, California 90245-1022
(Address of Principal Executive Offices including Zip Code)
----------------------------
1998 STOCK OPTION PLAN AND
1999 STOCK OPTION PLAN
(Full Title of the Plan)
----------------------------
ERNEST U. GAMBARO, ESQ. Copy to:
Senior Vice President, General Counsel William J. Cernius, Esq.
and Secretary Paul A. Galleberg, Esq.
INFONET SERVICES CORPORATION LATHAM & WATKINS
2160 East Grand Avenue 650 Town Center Drive, Twentieth Floor
El Segundo, California 90245-1022 Costa Mesa, California 92626
(310) 335-2600 (714) 540-1235
----------------------------
(Name and Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
----------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Amount Maximum Maximum
to be Offering Price Aggregate Amount of
Registered (2) Per Share (1) Offering Registration
Price (1) Fee
- --------------------------------------------------------------------------------
Class B Common Stock 19,014,362 $17.00 $323,244,154 $85,337
- --------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) and (c) under the Securities Act of 1933, as amended
(the "Securities Act"), and is based on (i) the per share weighted average
exercise price ($.84) of previously granted options under the 1998 Stock
Option Plan exercisable for 3,144,362 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 May 10, 2000 ($15.44) for the 5,260,000 shares
issuable under the 1998 Stock Option Plan, plus (iii) the per share
weighted average exercise price ($22.57) of previously granted options under
the 1999 Stock Option Plan for 10,610,000 shares, plus
(2) Represents 8,404,362 shares issuable under the 1998 Stock Option Plan and
10,610,000 shares issuable under the 1999 Stock Option Plan.
- --------------------------------------------------------------------------------
================================================================================
Proposed sale to take place as soon after the effective date of the Registration
Statement as outstanding options are exercised.
Total Pages 8
Exhibit Index on Page 6
<PAGE>
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 (File No. 001-15475 );
(b) The Company's prospectus filed with the Commission on December 16, 1999
(File No. 333-88799) pursuant to Rule 424(b) of the Securities Act of
1933, as amended; and
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 1999.
In addition, all documents which we file pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, 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
deregisters 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 Registration Statement on Form S-1
as of March 31, 1998 and 1999 and for each of the years in the three year period
ended March 31, 1999 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.
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
2
<PAGE>
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.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
See Index to Exhibits on page 6.
Item 9. Undertakings
------------
(a) The Company 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, as amended (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of this 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 this 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
3
<PAGE>
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in this 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 termination
of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company'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 this
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
Company pursuant to the foregoing provisions, or otherwise, the Company 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 expenses incurred or paid by a
director, officer or controlling person of the Company 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
Company 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
<PAGE>
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 May 12, 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
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 May 12, 2000.
Signature Title
--------- -----
/s/ JOSE A. COLLAZO Chairman of the Board and President
- ----------------------------- (Principal Executive Officer)
Jose A. Collazo
/s/ AKBAR H. FIRDOSY Vice President and Chief Financial
- ----------------------------- Officer (Principal Financial Officer)
Akbar H. Firdosy
Director
- -----------------------------
Douglas Campbell
Director
- -----------------------------
Eric M. deJong
Director
- -----------------------------
Morgan Ekberg
/s/ MASAO KOJIMA Director
- -----------------------------
Masao Kojima
/s/ JOSEPH NANCOZ Director
- -----------------------------
Joseph Nancoz
/s/ RAFAEL SANGRARIO Director
- -----------------------------
Rafael Sangrario
5
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
- ------- ----
4.1 Restated Certificate of Incorporation. Note (1)
5.1 Opinion of Latham & Watkins. 7
10.1 1998 Stock Option Plan Note (1)
10.2 1999 Stock Option Plan Note (1)
23.1 Consent of Latham & Watkins (included in Exhibit 5.1). 7
23.2 Consent of Deloitte & Touche LLP 8
24 Power of Attorney (included in the signature page to
this Registration Statement). 5
- ----------------
(1) Incorporated by reference in the Company's Registration Statement on Form
S-1 (No. 333-88799).
6
<PAGE>
EXHIBIT 5.1
[LATHAM & WATKINS LETTERHEAD]
May 12, 2000
Infonet Services Corporation
2100 East Grand Avenue
El Segundo, California 90245-1022
Attn: Board of Directors
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
This opinion is rendered in connection with the filing by Infonet Services
Corporation, a Delaware corporation (the "Company"), of a registration statement
on Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
offer and sale of up to 19,014,362 shares of the Company's Common Stock, par
value $0.01 per share (the "Shares"), pursuant to the exercise of options
granted under the 1998 Stock Option Plan and the 1999 Stock Option Plan
(collectively, the "Plans"). We acted as counsel to the Company in connection
with the preparation of the Registration Statement.
We have examined such matters of fact and question of law as we have
considered appropriate for purposes of rendering the opinion expressed below.
We are opining herein as to the effect on the subject transaction of only
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and we express no opinion with respect to
the applicability thereto or the effect thereon of any other laws or as to any
matters of municipal law or any other local agencies within any state.
Subject to the foregoing and in reliance thereon, we are of the opinion
that, upon the issuance and sale of the Shares in the manner contemplated by the
Registration Statement and in accordance with the respective terms of the Plans,
and subject to the Company completing all action and proceedings required on its
part to be taken prior to the issuance of the Shares pursuant to the respective
terms of the Plans and the Registration Statement, including, without
limitation, collection of required payment for the Shares, the Shares will be
legally and validly issued, fully paid and nonassessable securities of the
Company.
We consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ LATHAM & WATKINS
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
-----------------------------
We consent to the incorporation by reference in this Registration Statement
of Infonet Services Corporation on Form S-8 of our report dated June 14, 1999
(November 19, 1999 as to Note 16 and December 15, 1999 as to the last paragraph
of Note 17), appearing in the Prospectus of Infonet Services Corporation filed
with the Securities and Exchange Commission on December 16, 1999 (File No. 333-
88799) pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
We also consent to the reference to us under the heading "Named Experts and
Counsel" in this Registration Statement of Infonet Services Corporation on Form
S-8.
/s/ Deloitte & Touche LLP
Los Angeles, California
May 15, 2000
