<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
STOCK OPTION PLAN
---------------------------------------
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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 14,000,000 $ 35.25(a) 493,500,000 $149,545.45(b)
per share) shares
- ------------------------------------------------------------------------
</TABLE>
(a) Price will be determined according to plan rules, using the fair market
value of the Common Stock as reported on The NASDAQ Stock Market.
(b) Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$35.25 which is the closing price of MCI Communications Corporation Common Stock
on March 6, 1997, as reported on The NASDAQ Stock Market, which is within
five(5) business day prior to the date of filing.
Exhibit Index is located at page 13 of this document.
PAGE 1 of 15
<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
- ---- ---------------- ---------------------
<S> <C> <C>
Part I
1. Plan Information. Employee Handbook.
OptionsAdvantage
brochure.
2. Registrant Information Employee Handbook.
and Employee Plan OptionsAdvantage
Annual Information. brochure.
Part II
3. Incorporation of Employee Handbook.
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 15
<PAGE>
PAGE 3
PROSPECTUS
- ----------
14,000,000 Shares
MCI COMMUNICATIONS CORPORATION
Common Stock
(Par Value $.10 Per Share)
------------------------------
MCI COMMUNICATIONS CORPORATION
STOCK OPTION PLAN
------------------------------
This Prospectus covers a maximum of 14,000,000 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 Stock Option 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, March 11, 1997
PAGE 3 of 15
<PAGE>
PAGE 4
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, 1995.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 1996 and Current Reports on Form 8-K
filed on June 21, August 8, October 4, October 7, and November 5, 1996 and
February 10, 1997.
(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; such documents will be deemed to be
incorporated by reference in the Prospectus from the date they are filed.
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 Michael H. Salsbury, Esquire, 1801 Pennsylvania Avenue, N.W.,
Washington, D.C. 20006, General Counsel of the Company. At December 31, 1996,
Mr. Salsbury held 308,179 shares of Common Stock of the Company, which includes
PAGE 4 of 15
<PAGE>
PAGE 5
305,000 shares which Mr. Salsbury has the right to acquire
pursuant to stock options and incentive stock units.
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
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
PAGE 5 of 15
<PAGE>
PAGE 6
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
PAGE 6 of 15
<PAGE>
PAGE 7
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.
PAGE 7 of 15
<PAGE>
PAGE 8
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Exhibit No. Description
----------- -----------
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 Form
S-3 Registration No. 33-57155).
4(c) MCI Communications Corporation Stock Option
Plan (incorporated by reference to Exhibit
4(e) to Registrant's Original Form S-8,
Registration No. 33-49403).
5 Opinion of Counsel re Legality.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in Exhibit 5).
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 of 1933, as amended (the "1933
Act");
PAGE 8 of 15
<PAGE>
PAGE 9
(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.
(b) 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.
(c) Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers and
PAGE 9 of 15
<PAGE>
PAGE 10
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 10 of 15
<PAGE>
PAGE 11
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 11th day of March, 1997.
MCI COMMUNICATIONS CORPORATION
By: 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 11th day of March, 1997.
SIGNATURE TITLE
--------- -----
Bert C. Roberts, Jr. Principal Executive Officer,
- --------------------------- Director
Bert C. Roberts, Jr.
Douglas L. Maine Principal Financial Officer
- ---------------------------
Douglas L. Maine
David Case Principal Accounting Officer
- ---------------------------
David Case
Clifford L. Alexander, Jr. Director
- ---------------------------
Clifford L. Alexander, Jr.
Michael H. Bader Director
- ---------------------------
Michael H. Bader
Peter L. Bonfield Director
- ---------------------------
Peter L. Bonfield
PAGE 11 of 15
<PAGE>
PAGE 12
Richard M. Jones Director
- ---------------------------
Richard M. Jones
Gordon S. Macklin Director
- ---------------------------
Gordon S. Macklin
Colin M. Marshall Director
- ---------------------------
Colin M. Marshall
J. Keith Oates Director
- ---------------------------
J. Keith Oates
Richard B. Sayford Director
- --------------------------
Richard B. Sayford
Gerald H. Taylor Director
- ---------------------------
Gerald H. Taylor
Judith Whittaker Director
- ---------------------------
Judith Whittaker
John R. Worthington Director
- ---------------------------
John R. Worthington
PAGE 12 of 15
<PAGE>
PAGE 13
Index to Exhibits
<TABLE>
<CAPTION>
Sequential
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <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 Form
S-3 Registration No. 33-57155).
4(c) MCI Communications Corporation Stock
Option Plan (incorporated by
reference to Exhibit 4(e) to
Registrant's Original Form S-8
Registration No. 33-49403).
5 Opinion of Counsel re Legality. 13
23(a) Consent of Independent Accountants. 14
23(b) Consent of Counsel (included in
Exhibit 5).
</TABLE>
PAGE 13 of 15
<PAGE>
PAGE 14
Exhibit 5
March 11, 1997
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 14,000,000 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 Stock Option
Plan will be, when issued in compliance with such plan, legally issued,
fully-paid and non-assessable.
I am Executive Vice President and General Counsel of the Company. As of December
31, 1996, I held 308,179 shares of Common Stock of the Company, which includes
305,000 shares which I have the right to acquire pursuant to stock options and
incentive stock units.
I hereby consent to the use of this opinion as an Exhibit to the above-mentioned
Registration Statement.
Very truly yours,
Michael H. Salsbury
- -------------------
Michael H. Salsbury
PAGE 14 of 15
<PAGE>
PAGE 15
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of MCI Communications Corporation ("MCI") of
(a) our report dated January 29, 1996, which appears on page 29 of MCI's Annual
Report on Form 10-K for the year ended December 31, 1995 and (b) our report
dated January 27, 1997, which appears on page 30 of MCI's Annual Report to
Shareholders included in Exhibit 13 to MCI's Current Report on Form 8-K dated
February 10, 1997 ("Current Report"). We also consent to incorporation by
reference of (a) our report on the Financial Statement Schedule, which appears
on page 30 of the Annual Report on Form 10-K for the year ended December 31,
1995, and (b) our report on the Financial Statement Schedule, which is included
as Exhibit 99(c) to the Current Report.
PRICE WATERHOUSE LLP
Washington, D.C.
March 10, 1997
PAGE 15 of 15
