<PAGE>
REGISTRATION NO. 33-29547
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
MCI COMMUNICATIONS CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-0886267
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1801 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20006
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
MCI COMMUNICATIONS CORPORATION
1990 STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
JOHN R. WORTHINGTON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
MCI COMMUNICATIONS CORPORATION
1801 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20036
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE: (202) 872-1600
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
AMOUNT OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- -------------------------------------------------------------------------------
- -
<S> <C> <C> <C> <C>
Common Stock (par value
$.10 per share)....... 4,225,795 shares (a) -0-(b)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
APPROXIMATE DATE OF PROPOSED SALES: From time to time after effective date
of this Registration Statement.
- --------
(a) Price will be determined according to plan rules, using the fair market
value of the Common Stock as reported by the National Association of
Securities Dealers Inc. through its Automated Quotation System.
(b) No fee is required pursuant to 17 CFR 230.457(a).
Exhibit Index is located at page 13 of this document.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K
<TABLE>
<CAPTION>
ITEM
NO. ITEM IN FORM S-8 CAPTION IN PROSPECTUS
---- ---------------- ---------------------
<C> <S> <C>
PART I
1. Plan Information............................... Employee Handbook.
2. Registrant Information and Employee Plan Annual Employee Handbook.
Information................................ Registration
Statement.
PART II
3. Incorporation of Documents by Reference........ Employee Handbook.
4. Description of Securities...................... Employee Handbook.
5. Interests of Named Experts and Counsel......... Registration
Statement.
6. Indemnification of Directors and Officers...... Registration
Statement.
7. Exemption from Registration Claimed............ Not Applicable.
8. Exhibits....................................... Registration
Statement.
9. Undertakings................................... Registration
Statement.
</TABLE>
<PAGE>
PROSPECTUS
4,225,795 SHARES
MCI COMMUNICATIONS CORPORATION
COMMON STOCK
(PAR VALUE $.10 PER SHARE)
----------------
MCI COMMUNICATIONS CORPORATION
1990 STOCK PURCHASE PLAN
THIRD OFFER
----------------
This Prospectus covers a maximum of 4,225,795 shares of Common Stock, par
value $.10 per share ("Common Stock"), of MCI Communications Corporation (the
"Company") offered by the Company to employees of the Company and its
subsidiaries through its 1990 Stock Purchase Plan by permitting employees to
make periodic purchases of Common Stock through payroll deductions at prices
below the market prices then pertaining.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
----------------
THE DATE OF THIS PROSPECTUS IS FEBRUARY 2, 1994
(ORIGINAL PROSPECTUS DATED JULY 18, 1989)
1
<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference in this
Registration Statement, except to the extent that any statement or information
contained therein is modified, superseded or replaced by a statement or
information contained in any subsequently filed document incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended December
31, 1992.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1993 and Current Reports on Form 8-
K dated January 19, 1993, March 3, 1993, March 12, 1993, June 2, 1993,
June 11, 1993 (as amended June 14, 1993).
(c) The description of securities to be registered contained in the
Registration Statement filed pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "1934 Act") relating to the Registrant's
Common Stock, including any amendments or reports filed for the purpose
of updating such description.
(d) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment to the Registration Statement which indicates
that all securities offered hereby have been sold or which deregisters
all such securities remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby has been passed upon for the
Company by John R. Worthington, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At December 31, 1993,
Mr. Worthington owned 278,772 shares of Common Stock of the Company (not
including 151,790 shares of Common Stock owned by his wife, in which securities
he disclaims any beneficial interest). In addition, Mr. Worthington at such
time held exercisable options to purchase 348,750 shares of Common Stock under
the Company's stock option plans, and had 25,692 shares of Common Stock
credited to his accounts under the Company's employee stock ownership plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant has in effect an insurance policy covering officers' and
directors' legal liability containing a maximum limit of $25 million per loss
per policy year, including legal fees and expenses, with retained liability for
each loss for its officers and directors of $50,000 in the aggregate, and
$2,500,000 for the Registrant.
The Registrant's Certificate of Incorporation, at Section 8, provides as
follows:
(a) No director of this corporation shall be personally liable to this
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director; provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to this corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the General Corporation Law of the State of
Delaware, or (iv) for any transaction from which the director
derived an improper personal benefit. If the General Corporation Law
of the State of Delaware is amended after approval by the
stockholders of this paragraph (a) to authorize corporate action
further limiting or eliminating the personal liability of directors,
then the liability of a director of this corporation shall be
limited or eliminated to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended. No
amendment or repeal of this paragraph (a) shall apply to or have any
effect on the liability or
2
<PAGE>
alleged liability of any director of this corporation for or with
respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
(b) This corporation shall, to the fullest extent permitted by Delaware
law, as in effect from time to time, indemnify all persons who are or
were directors, officers and employees of this corporation or any
wholly owned subsidiary, and all such directors, officers and
employees who, at the request of this corporation, are or were at any
time serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity.
This corporation may also indemnify all other persons to the fullest
extent permitted by Delaware law.
The General Corporation Law of the State of Delaware, at Section 145,
provides, in pertinent part, that a corporation may 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 (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or serving another corporation at the
request of the corporation, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement, actually and reasonably
incurred by him if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Lack of good faith is not presumed from a
settlement or nolo contendere plea. In addition, the indemnification of
expenses (including attorneys' fees) is allowed in derivative actions, except
no indemnification is allowed in respect to any claim, issue or matter as to
which any such person has been adjudged to be liable to the corporation, unless
the Court of Chancery decides that indemnification is proper. To the extent
that any such person succeeds on the merits or otherwise, he shall be
indemnified against expenses (including attorneys' fees). The determination
that the person to be indemnified met the applicable standard of conduct, if
not made by the Court, is made by the board of directors of the corporation by
a majority vote of a quorum consisting of directors not party to such an
action, suit or proceeding or, if a quorum is not obtainable or a disinterested
quorum so directs, by independent legal counsel or by the stockholders.
Expenses may be paid in advance upon the receipt of undertakings to repay. A
corporation may purchase indemnity insurance.
The Registrant has indemnification agreements with each of its directors
which have been approved by stockholders. The indemnification under the
indemnification agreements differs from that provided in Section 8 of the
Registrant's Certificate of Incorporation in the following ways: (i) the
Registrant is obligated to advance litigation expenses to an indemnitee,
subject to reimbursement if the Reviewing Party (as defined in the
indemnification agreements) determines that the director would not be permitted
such indemnification under applicable laws; (ii) the Registrant must prove that
the applicable standard of conduct has not been met for indemnification if the
Registrant denies protection to a director; (iii) upon a potential change in
control (as defined in the indemnification agreements) the Registrant is
required to contribute an amount sufficient to pay all claims for which the
indemnitee is entitled to be indemnified to a trust for the benefit of the
indemnitee (subject to an overall maximum amount on such trusts); (iv) a
subsequent board of directors, hostile to an indemnitee entitled to
indemnification, will not have the right to make a final determination that the
indemnitee has not met the required standard of care; and (v) the period of
time in which the Registrant may sue an indemnitee for an action is limited to
two years from the date of accrual of such cause of action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4(a) Amended Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
Form S-8 Registration No. 33-35339).
4(b) By-laws of Registrant, as amended (incorporated by reference to
Exhibit 3(b) to the Registrant's Form S-3 Registration No. 33-
49387).
4(c) 1990 Stock Purchase Plan (incorporated by reference to Exhibit
4(e) to Registrant's Original Prospectus dated July 18, 1989).
5 Opinion of Counsel re Legality.
24(a) Consent of Independent Accountants.
24(b) Consent of Counsel (included in Exhibit 5).
</TABLE>
ITEM 9. UNDERTAKINGS.
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 of 1933, as amended (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;
(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) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.
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.
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.
The undersigned 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 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.
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,
4
<PAGE>
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.
5
<PAGE>
SIGNATURES
THE REGISTRANT
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, 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
WASHINGTON, DISTRICT OF COLUMBIA ON THIS 2ND DAY OF FEBRUARY, 1994.
MCI Communications Corporation
By: /s/ Bert C. Roberts, Jr.
---------------------------------
BERT C. ROBERTS, JR. CHAIRMAN
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THIS REGISTRATION STATEMENT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THIS 2ND
DAY OF FEBRUARY, 1994.
SIGNATURE TITLE
/s/ Bert C. Roberts, Jr. Principal Executive Officer,
- ------------------------------------- Director
BERT C. ROBERTS, JR.
/s/ Douglas L. Maine Principal Financial Officer
- -------------------------------------
DOUGLAS L. MAINE
/s/ Bradley E. Sparks Principal Accounting Officer
- -------------------------------------
BRADLEY E. SPARKS
/s/ Clifford L. Alexander, Jr. Director
- -------------------------------------
CLIFFORD L. ALEXANDER, JR.
/s/ Judith Areen Director
- -------------------------------------
JUDITH AREEN
/s/ Michael H. Bader Director
- -------------------------------------
MICHAEL H. BADER
/s/ Richard M. Jones Director
- -------------------------------------
RICHARD M. JONES
1
<PAGE>
SIGNATURE TITLE
/s/ Richard T. Liebhaber Director
- -------------------------------------
RICHARD T. LIEBHABER
/s/ Gordon S. Macklin Director
- -------------------------------------
GORDON S. MACKLIN
/s/ C.B. Rogers, Jr. Director
- -------------------------------------
C.B. ROGERS, JR.
/s/ Richard B. Sayford Director
- -------------------------------------
RICHARD B. SAYFORD
/s/ Judith Whittaker Director
- -------------------------------------
JUDITH WHITTAKER
/s/ John R. Worthington Director
- -------------------------------------
JOHN R. WORTHINGTON
2
<PAGE>
SIGNATURES
THE PLAN
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS OF MCI COMMUNICATIONS CORPORATION HAS DULY
CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED BY THE CITY OF WASHINGTON, DISTRICT OF
COLUMBIA ON THIS 2ND DAY OF FEBRUARY, 1994.
MCI Communications Corporation
1990 Employee Stock Purchase Plan
/s/ Michael H. Bader
-------------------------------------
MICHAEL H. BADER
/s/ Richard M. Jones
-------------------------------------
RICHARD M. JONES
/s/ Gordon S. Macklin
-------------------------------------
GORDON S. MACKLIN
/s/ Richard B. Sayford
-------------------------------------
RICHARD B. SAYFORD
3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
----------- ----------- ----------
<C> <S> <C>
4(a) Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's Form
S-8 Registration No. 33-35339).
4(b) By-laws of Registrant, as amended (incorporated by reference to
Exhibit 3(b) to the Registrant's on Form S-3 Registration No. 33-
49387).
4(c) 1990 Stock Purchase Plan (incorporated by reference to Exhibit 4(e)
to Registrant's Original Prospectus dated July 18, 1989).
5 Opinion of Counsel re Legality. 14
24(a) Consent of Independent Accountants. 15
24(b) Consent of Counsel (included in Exhibit 5).
</TABLE>
<PAGE>
EXHIBIT 5
February 2, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Reference is made to the Amendment No. 2 Registration Statement on Form S-8
to be filed by MCI Communications Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission relating to 4,225,795
shares of Common Stock, par value $.10 per share, of the Company.
I have examined all such records of the Company and all such agreements,
certificates of public officials and such other documents as I have deemed
relevant and necessary as a basis for the opinions hereinafter expressed. Based
on such examination, I am of the opinion that the shares of Common Stock of the
Company to be issued pursuant to the MCI Communications Corporation 1990
Employee Stock Purchase Plan will be, when issued in compliance with such plan,
legally issued, fully-paid and non-assessable.
I am Senior Vice President, General Counsel and Assistant Secretary of the
Company, and I also serve as a director of the Company. As of December 31,
1993, I owned 278,772 shares of Common Stock of the Company (not including
151,790 shares of Common Stock owned by my wife, in which securities I disclaim
any beneficial interest); am the holder of exercisable stock options to
purchase 348,750 shares of Common Stock; and have 25,692 shares of Common Stock
credited to my accounts under the Company's employee stock ownership plans.
I hereby consent to the use of this opinion as an Exhibit to the above-
mentioned Registration Statement.
Very truly yours,
/s/ John R. Worthington
-------------------------------------
JOHN R. WORTHINGTON
<PAGE>
EXHIBIT 24(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post Effective
Amendment No. 2 to Registration Statement on Form S-8 of our report dated
January 27, 1993, which appears on page 19 of MCI Communications Corporation's
Annual Report on Form 10-K for the year ended December 31, 1992. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 51 of such Annual Report on Form 10-
K. We also consent to the incorporation by reference of our report dated
January 27, 1993 which is included as Exhibit 28(a) in the Current Report on
Form 8-K dated March 3, 1993.
Price Waterhouse
Washington, D.C.
February 2, 1994
