<PAGE>
PAGE 1 Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------
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
incorporation or organization) Identification No.)
1801 Pennsylvania Avenue, N.W.
Washington, D. C. 20006
---------------------------------------
(Address of Principal Executive Offices)
MCI COMMUNICATIONS CORPORATION
ESOP and 401(k) FOR EXEMPT EMPLOYEES
PART II - 401(k)
------------------------------------------
(Full title of the plan)
Michael H. Salsbury, Esq.
Executive Vice President and General Counsel
MCI Communications Corporation
1801 Pennsylvania Avenue, N.W.
Washington, D.C. 20006
------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of
agent for service: (202) 872-1600
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- ---------- --------- --------- -------- ------
<S> <C> <C> <C> <C>
Common Stock
(par value $.10 2,000,000 $ 26.50 (b) N/A $ 18,275 (c)
per share) shares (a)
</TABLE>
Approximate Date of Proposed Sales: From time to time after effective date of
this Registration Statement.
- --------------------------------------------------------------------------------
(a) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(b) Price will be determined according to plan rules, using the fair market
value of the Common Stock as quoted on the National Market tier of The NASDAQ
Stock Market.
(c) Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$ 26.50 which is the closing price of MCI Communications Corporation Common
Stock on September 25, 1996, as quoted on the National Market tier of The NASDAQ
Stock Market, which is within two (2) business days prior to the date of filing.
Exhibit Index is located at page 13 of this document.
PAGE 1 of 13
<PAGE>
PAGE 2
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
<TABLE>
<CAPTION>
Item
No. Item in Form S-8 Caption in Prospectus
- ---- --------------------------- ---------------------
Part I
<S> <C>
1. Plan Information. Summary Plan Description.
2. Registrant Information
and Employee Plan Summary Plan Description
Annual Information. Registration Statement.
Part II
3. Incorporation of Summary Plan Description.
Documents by Reference. Registration Statement.
4. Description of Securities. Not Applicable.
5. Interests of Named Experts Registration Statement.
and Counsel.
6. Indemnification Registration Statement.
of Directors and Officers.
7. Exemption from Registration Not Applicable.
Claimed.
8. Exhibits. Registration Statement.
9. Undertakings. Registration Statement.
</TABLE>
PAGE 2 of 13
<PAGE>
PAGE 3
PROSPECTUS
- ----------
2,000,000 Shares
MCI COMMUNICATIONS CORPORATION
Common Stock
(Par Value $.10 Per Share)
--------------------------
MCI COMMUNICATIONS CORPORATION
ESOP and 401(k) FOR EXEMPT EMPLOYEES
PART II - 401(k)
--------------------------
This Prospectus covers a maximum of 2,000,000 shares of Common Stock, par
value $.10 per share ("Common Stock"), of MCI Communications Corporation (the
"Company"), offered by the Company pursuant to the MCI Communications
Corporation ESOP and 401(k) for Exempt Employees Part II - 401(k) (the "Plan")
to those exempt employees of the Company and its Subsidiaries who may from time
to time be eligible to purchase such shares under the Plan.
--------------------------
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 September 27, 1996
PAGE 3 of 13
<PAGE>
PAGE 4
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by the Registrant or the Plan 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 and the Plan's Annual
Report on Form 11-K for the year ended December 31, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
(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.
PAGE 4 Of 13
<PAGE>
PAGE 5
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The validity of the securities offered hereby has been passed upon for
the Company by Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At August 31, 1996, Mr.
Salsbury owned 75,286 shares of Common Stock of the Company.
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 $50 million per loss
per policy year, including legal fees and expenses, with retained liability of
$2,000,000 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 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.
PAGE 5 of 13
<PAGE>
PAGE 6
(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 indemnifica tion
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
PAGE 6 of 13
<PAGE>
PAGE 7
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.
Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4(a) Restated Certificate of
Incorporation of Registrant
(incorporated by reference to
Exhibit 3(a) to Registrant's Annual
Report on Form 10-K for the year
ended December 31, 1994).
4(b) By-laws of Registrant, as amended
(incorporated by reference to
Exhibit 3(ii) to Registrant's
Registration Statement on Form
S-3, Registration No. 33-57155).
5 Opinion of Counsel re Legality.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in
Exhibit 5).
</TABLE>
PAGE 7 of 13
<PAGE>
PAGE 8
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 (1)(i) and (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 and
each filing of the Plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 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.
PAGE 8 of 13
<PAGE>
PAGE 9
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.
PAGE 9 of 13
<PAGE>
PAGE 10
SIGNATURES
----------
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 27th day of September, 1996.
MCI COMMUNICATIONS CORPORATION
By: /s/Bert C. Roberts, Jr., Chairman
--------------------------------
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 27th day of September, 1996.
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/James M. Schneider Principal Accounting Officer
- ----------------------------
James M. Schneider
/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
PAGE 10 of 13
<PAGE>
PAGE 11
/s/Gordon S. Macklin Director
- ----------------------------
Gordon S. Macklin
/s/Alfred T. Mockett Director
- ----------------------------
Alfred T. Mockett
/s/Alan W. Rudge Director
- ----------------------------
Alan W. Rudge
/s/Richard B. Sayford Director
- ----------------------------
Richard B. Sayford
/s/Gerald H. Taylor Director
- ----------------------------
Gerald H. Taylor
/s/Judith Whittaker Director
- ----------------------------
Judith Whittaker
/s/John R. Worthington Director
- ----------------------------
John R. Worthington
PAGE 11 of 13
<PAGE>
The Plan.
- --------
Pursuant to the requirements of the Securities Act of 1933, the plan
administrator, MCI Communications Corporation, has duly caused this Registration
Statement to be signed on behalf of the Plan by the undersigned, thereunto duly
authorized, in the City of Washington, District of Columbia, on this 27th day of
September, 1996.
MCI Communications Corporation
ESOP and 401(k) for Exempt Employees
Part II - 401(k)
By: /s/Douglas L. Maine Qualified Plans Committee Chairman
-------------------------
Douglas L. Maine
By: /s/C. Bolton-Smith, Jr. Qualified Plans Committee Member
-------------------------
C. Bolton-Smith, Jr.
By: /s/Jonelle St. John Qualified Plans Committee Member
-------------------------
Jonelle St. John
By: /s/William D. Wooten Qualified Plans Committee Member
--------------------------
William D. Wooten
Page 12 of 13
<PAGE>
PAGE 13
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4(a) Restated Certificate of
Incorporation of Registrant (incor-
porated by reference to Exhibit 3(a)
to Registrant's Annual Report on
Form 10-K for the year ended
December 31, 1994).
4(b) By-laws of Registrant, as amended
(incorporated by reference to
Exhibit 3(iii) to Registrant's Registration Statement on Form
S-3, Registration No. 33-57155).
5 Opinion of Counsel re Legality.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in
Exhibit 5).
</TABLE>
PAGE 13 of 13
<PAGE>
Exhibit 5
September 27, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Reference is made to the 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 2,000,000 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 ESOP and
401(k) for Exempt Employees will be, when issued in compliance with such plan,
legally issued, fully-paid and non-assessable.
I hereby confirm compliance of the provisions of the written documents
constituting the plan with the requirements of the Employment Retirement Income
Security Act of 1974, as amended, pertaining to such provisions.
I am Executive Vice President and General Counsel of the Company. As of August
31, 1996, I owned 75,286 shares of Common Stock of the Company.
I hereby consent to the use of this opinion as an Exhibit to the above-mentioned
Registration Statement.
Very truly yours,
/s/Michael H. Salsbury
- ----------------------
Michael H. Salsbury
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29, 1996, which
appears on page 29 of MCI Communications Corporation's Annual Report to
Stockholders for the year ended December 31, 1995, which is incorporated by
reference in MCI Communications Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the incorporation by reference
of our report on the Financial Statement Schedules, which appear on page 30 of
such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
Washington, D.C.
September 27, 1996
