<PAGE>
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company 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contained therein is modified, superseded or replaced by a statement or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 Company's Annual Report on Form 10-K for the year ended December 31,
1997.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998 and Current Reports on Form 8-K filed on
February 2, 1998, April 27, 1998 and May 29, 1998 (amended July 22, 1998).
(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 Company's Common Stock, including
any amendments or reports filed for the purpose of updating such description.
(d) All documents subsequently filed by the Company 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 July 31, 1998, Mr.
Salsbury held 278,524 shares of Common Stock of the Company, which includes
270,779 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 Company has in effect an insurance policy covering officers' and
directors' legal liability containing a maximum limit of $ 100 million per
loss per policy year, including legal fees and expenses, with retained
liability of $2,000,000 for the Company.
The Company'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>
(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 Company 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
Company's Certificate of Incorporation in the following ways: (i) the Company
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 Company must prove that the
applicable standard of conduct has not been met for indemnification if the
Company denies protection to a director; (iii) upon a potential change in
control (as defined in the indemnification agreements) the Company 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 Company
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.
2
<PAGE>
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4(a) Restated Certificate of Incorporation of Company (incorporated
by reference to Exhibit 3(a) to Company's Annual Report on Form
10-K for the year ended December 31, 1994).
4(b) By-laws of Company, as amended (incorporated by reference to Ex-
hibit 3(ii) to Company's Form S-3 Registration No. 33-57155).
4(c)(i) MCI Communications Corporation Stock Option Plan (incorporated
by reference to Exhibit 4(e) to Company's Original Form S-8,
Registration No. 33-49403).
4(c)(ii) Amendment No. 1 to the MCI Communications Corporation Stock Op-
tion Plan (incorporated by reference to Exhibit 10(l) to
Company's Form 10-K for the year ended December 31, 1996).
4(c)(iii) Amendment No. 2 to the MCI Communications Corporation Stock Op-
tion Plan (incorporated by reference to Appendix B to the
Company's Proxy Statement dated April 25, 1996).
4(c)(iv) Amendment No. 3 to the MCI Communications Corporation Stock Op-
tion Plan (incorporated by reference to Exhibit 10(n) to the
Company's Form 10-K for the year ended December 31, 1996).
4(c)(v) Amendment No. 4 to the MCI Communications Corporation Stock Op-
tion Plan (incorporated by reference to Exhibit 10(o) to the
Company's Form 10-K for the year ended December 31, 1996).
4(c)(vi) Amendment No. 5 to the MCI Communications Corporation Stock Op-
tion Plan (filed herewith).
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.
(a) The undersigned Company 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 Company 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.
3
<PAGE>
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company'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 controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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
Company 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.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company 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 August, 1998.
MCI COMMUNICATIONS CORPORATION
/s/ Bert C. Roberts, Jr.,
Chairman
By: _________________________________
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 August, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Gerald H. Taylor Principal Executive Officer,
____________________________________ Director
Gerald H. Taylor
/s/ Michael J. Rowny Principal Financial Officer
____________________________________
Michael J. Rowny
/s/ David Case Principal Accounting Officer
____________________________________
David Case
/s/ Bert C. Roberts, Jr. Director
____________________________________
Bert C. Roberts, Jr.
/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/ Peter L. Bonfield Director
____________________________________
Peter L. Bonfield
/s/ Robert P. Brace Director
____________________________________
</TABLE> Robert P. Brace
5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Richard M. Jones Director
____________________________________
Richard M. Jones
/s/ Gordon S. Macklin Director
____________________________________
Gordon S. Macklin
/s/ Richard B. Sayford Director
____________________________________
Richard B. Sayford
/s/ Judith Whittaker Director
____________________________________
Judith Whittaker
/s/ John R. Worthington Director
____________________________________
John R. Worthington
</TABLE>
6
<PAGE>
Exhibit 4 (c) (vi)
AMENDMENT NO. 5
TO THE MCI COMMUNICATIONS CORPORATION
STOCK OPTION PLAN
The MCI Communications Corporation Stock Option Plan is hereby
amended, effective November 1, 1996, in the following respects:
1. The Amendment No. 4 to the MCI Communications Corporation Stock Option Plan
shall become effective upon the closing of the proposed merger between
British Telecommunications plc, MCI Communications Corporation and Tadworth
Corporation (the "Merger") for options granted prior to November 1, 1996.
2. The corporation is hereby delegated authority and discretion to accord the
benefits of Amendment No. 4. to employees who terminate employment prior to the
close of the Merger.
IN WITNESS WHEREOF, MCI COMMUNICATIONS CORPORATION has caused this
Amendment No. 5 to be executed and attested by its duly authorized officers and
its corporate seal to be affixed hereto this 10th day of March, 1997.
MCI COMMUNICATIONS CORPORATION
By: /s/ Bert C. Roberts, Jr.
------------------------
Bert C. Roberts, Jr.
Chairman
ATTEST:
/s/ C. Bolton-Smith, Jr.
- ------------------------
C. Bolton-Smith, Jr.
Secretary
<PAGE>
Exhibit 5
August 28, 1998
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 20,550,000 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 July
31, 1998, I held 278,524 shares of Common Stock of the Company, which includes
270,779 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,
/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 MCI Communications Corporation ("MCI") of our report
dated April 9, 1998 which appears on page 33 of MCI's Annual Report on Form 10-K
for the year ended December 31, 1997. 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, 1997.
Pricewaterhouse Coopers LLP
Washington, D.C.
August 27, 1998
