<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1997
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
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par value
$.10 per share)....... 1,000,000 shares(a) 33.75(b) 33,750,000 10,226.25(c)
</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 $33.75 which is the closing price of MCI Communications Corporation Common
Stock on July 23, 1997, as quoted on the National Market tier of The NASDAQ
Stock Market, which is 5 business days prior to the date of filing.
EXHIBIT INDEX IS LOCATED AT PAGE 11 OF THIS DOCUMENT.
<PAGE>
PROSPECTUS
1,000,000 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 1,000,000 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 July 30, 1997
3
<PAGE>
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 for the year ended
December 31, 1996 and the Plan's Annual Report on Form 11-K for the year
ended December 31, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997 and Current Report on Form 8-K filed on 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.
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 May 31, 1997, Mr.
Salsbury owned 341,152 shares of Common Stock of the Company, which includes
340,000 incentives stock units and options to purchase shares of Common Stock.
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.
4
<PAGE>
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 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
5
<PAGE>
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.
6
<PAGE>
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 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).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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
7
<PAGE>
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 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.
(c) 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.
8
<PAGE>
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 30th day of July, 1997.
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
30th day of July, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Gerald H. Taylor Principal Executive Officer,
____________________________ Director
Gerald H. Taylor
/s/ Douglas L. Maine Principal Financial Officer
____________________________
Douglas L. Maine
/s/ David M. Case Principal Accounting Officer
____________________________
David M. Case
/s/ Bert C. Roberts, Jr. Director
____________________________
Bert C. Roberts, Jr.
/s/ Michael H. Bader Director
____________________________
Michael H. Bader
/s/ Richard M. Jones Director
____________________________
Richard M. Jones
/s/ Gordon S. Macklin Director
____________________________
Gordon S. Macklin
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/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
</TABLE>
10
<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 30th day of July, 1997.
MCI Communications Corporation
ESOP and 401(k) for Exempt Employees
Part II--401(k)
<TABLE>
<S> <C>
/s/ Douglas L. Maine Qualified Plans Committee
________________________________ Chairman
Douglas L. Maine
/s/ C. Bolton-Smith, Jr. Qualified Plans Committee
________________________________ Member
C. Bolton-Smith, Jr.
/s/ Jonelle St. John Qualified Plans Committee
________________________________ Member
Jonelle St. John
/s/ William D. Wooten Qualified Plans Committee
________________________________ Member
William D. Wooten
</TABLE>
11
<PAGE>
INDEX TO 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 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).
12
<PAGE>
EXHIBIT 5
July 30th, 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 1,000,000 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 May
31, 1997, I owned 341,152 shares of MCI Common Stock which includes 340,000
incentive stock units and options to purchase MCI Common Stock.
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
13
<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 MCI Communications Corporations ("MCI") of our report
dated January 27, 1997, which appears on page 30 of MCI's Annual Report to
Stockholders included in Exhibit 13 to MCI's Current Report on Form 8-K dated
February 10, 1997 ("Current Report"), which is incorporated by reference in
MCI's Annual Report on Form 10-K for the year ended December 31, 1996. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which is included as Exhibit 99(c) to the Current Report,
which is incorporated by reference in MCI's Annual Report on Form 10-K for the
year ended December 31, 1996.
Price Waterhouse LLP
Washington, D.C.
July 30, 1997
14
