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REGISTRATION NO.
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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
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock (par value $.10 1,500,000
per share)................ shares(a) $37.3125(b) $55,968,750 $16,958.53(c)
</TABLE>
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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 $37.3125 which is the closing price of MCI Communications Corporation
Common Stock on October 24, 1997, as quoted on the National Market tier of The
NASDAQ Stock Market, which is within 5 business days prior to the date of
filing.
Exhibit Index is located at page 13 of this document.
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<PAGE>
PROSPECTUS
1,500,000 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 1,500,000 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 October 28, 1997
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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 quarters
ended March 31, 1997 and June 30, 1997 and Current Reports on Form
8-K filed on February 10, July 14 and August 26, 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 September 30, 1997,
Mr. Salsbury owned 344,438 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.
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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
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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.
6
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ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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>
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
offered therein, and the offering of such
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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.
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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 28TH DAY OF OCTOBER, 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
28TH DAY OF OCTOBER, 1997.
SIGNATURE TITLE
/s/ Gerald H. Taylor Principal Executive Officer,
- --------------------------------------- Director
GERALD H. TAYLOR
/s/ Douglas L. Maine Principal Financial Officer
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DOUGLAS L. MAINE
/s/ David M. Case Principal Accounting Officer
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DAVID M. CASE
/s/ Bert C. Roberts, Jr. Director
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BERT C. ROBERTS, JR.
/s/ Clifford L. Alexander, Jr. Director
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CLIFFORD L. ALEXANDER, JR.
/s/ Judith Areen Director
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JUDITH AREEN
/s/ Michael H. Bader Director
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MICHAEL H. BADER
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SIGNATURE TITLE
/s/ Peter L. Bonfield Director
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PETER L. BONFIELD
/s/ Richard M. Jones Director
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RICHARD M. JONES
/s/ Gordon S. Macklin Director
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GORDON S. MACKLIN
/s/ Colin M. Marshall Director
- ----------------------------------------
COLIN M. MARSHALL
/s/ Richard B. Sayford Director
- ----------------------------------------
RICHARD B. SAYFORD
/s/ Judith Whittaker Director
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JUDITH WHITTAKER
/s/ John R. Worthington Director
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JOHN R. WORTHINGTON
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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 28TH DAY OF OCTOBER, 1997.
MCI Communications Corporation
ESOP and 401(k) for Exempt Employees
Part II--401(k)
By: /s/ Nathaniel A. Davis Qualified Plans Committee
--------------------------------------- Chairman
NATHANIEL A. DAVIS
By: /s/ C. Bolton-Smith, Jr. Qualified Plans Committee Member
---------------------------------------
C. BOLTON-SMITH, JR.
By: /s/ William D. Wooten Qualified Plans Committee Member
---------------------------------------
WILLIAM D. WOOTEN
11
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
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>
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EXHIBIT 5
October 28, 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 1,500,000 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
September 30, 1997, I owned 344,438 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
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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 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 Schedule, 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.
October 28, 1997
14
