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As filed with the Securities and Exchange Commission on August 16, 1996.
Registration No. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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WorldCom, Inc. (F/K/A LDDS Communications, Inc.)
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(Exact name of registrant as specified in its charter)
Georgia 58-1521612
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
515 East Amite Street
Jackson, Mississippi 39201-2702
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(Address of Principal Executive Offices) (Zip Code)
LDDS Communications, Inc. Third Amended and Restated 1990 Stock Option Plan
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(Full title of the plans)
P. Bruce Borghardt, Esq.
WorldCom, Inc.
10777 Sunset Office Drive
Suite 330
St. Louis, Missouri 63127
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(Name and address of agent for service)
(314) 909-4100
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share(1) price(1) fee
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<S> <C> <C> <C> <C>
Common stock 16,924,028 $26.69 $451,659,997 $155,745
$0.01 par value shares(2)
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</TABLE>
This Registration Statement registers additional securities of
the same class as other securities for which a registration statement filed on
this form relating to the same employee benefit plan is effective.
Consequently, pursuant to General Instruction E of Form S-8, the contents of
the Registration Statement on Form S-8 filed by WorldCom, Inc. (the "Company")
with respect to the LDDS Communications, Inc. Third Amended and Restated 1990
Stock Option Plan, the LDDS Communications, Inc. 1988 Non-Qualified Stock
Option Plan, the LDDS/ATC 1988 Stock Option Plan, the LDDS/ATC Second 1988
Stock Option Plan, the Advantage Companies Inc. Performance Stock Option Plan
1987, the LDDS/ATC 1984 Incentive Stock Option Plan, and the LDDS/ATC 1984
Non-Statutory Stock Option Plan (the "Plans") on September 23, 1993,
Registration No. 33-69322, are incorporated by reference into this Registration
Statement.
Item 8. Exhibits
See Exhibit Index.
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(1) Computed pursuant to Rule 457(h) solely for the purpose of determining
the registration fee. Proposed maximum offering price represents the average of
the high and low prices for shares of common stock reported on the Nasdaq
National Market on August 9, 1996.
(2) This Registration Statement also covers such additional shares of
common stock as may be issuable pursuant to antidilution provisions.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it is has reasonable grounds to believe that it
meets all 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 Jackson, State of Mississippi on August 16,
1996.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
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Scott D. Sullivan
Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Bernard J. Ebbers, Scott D. Sullivan and P. Bruce Borghardt, and
each of them (with full power to each of them to act alone), his true and
lawful attorneys in fact and agents for him and on his behalf and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with exhibits and any and all other documents filed with respect
thereto, with the Securities and Exchange Commission (or any other governmental
or regulatory authority), granting unto said attorneys, and each of them, full
power and authority to do and to perform each and every act and thing requisite
and necessary to be done in and about the premises in order to effectuate the
same as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said attorneys in
fact and agents, or any of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Carl J. Aycock Director August 16, 1996
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Carl J. Aycock
/s/ Max E. Bobbitt Director August 16, 1996
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Max E. Bobbitt
/s/ Bernard J. Ebbers Director, August 16, 1996
- -------------------------- President and
Bernard J. Ebbers Chief Executive
Officer
</TABLE>
3
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<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Francesco Galesi Director August 16, 1996
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Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director August 16, 1996
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Stiles A. Kellett, Jr.
Director August , 1996
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Silvia Kessel
Director August ____, 1996
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John W. Kluge
/s/ John A. Porter Director August 16, 1996
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John A. Porter
/s/ Stuart Subotnick Director August 16, 1996
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Stuart Subotnick
Director,
/s/ Scott D. Sullivan Secretary, and August 16, 1996
- -------------------------- Chief Financial
Scott D. Sullivan Officer, (Principal
Financial Officer and
Principal Accounting
Officer
/s/ Lawrence C. Tucker Director August 16, 1996
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Lawrence C. Tucker
/s/ Roy A. Wilkens Director, Chief Executive August 16, 1996
- -------------------------- Officer, WilTel
Roy A. Wilkens
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
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<S> <C> <C>
5.1 Opinion of P. Bruce Borghardt as to the legality of the
Securities to be issued
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23.1 Consent of Arthur Andersen LLP
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23.2 Consent of Deloitte & Touche LLP
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23.3 Consent of Ernst & Young LLP
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23.4 Consent of P. Bruce Borghardt (included in Exhibit 5.1)
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24.1 Power of Attorney (included in Signature Pages)
</TABLE>
E-1
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Exhibit 5.1
August 16, 1996
Board of Directors of
WorldCom, Inc.
515 East Amite Street
Jackson, Mississippi 39201
Ladies and Gentlemen:
I am General Counsel - Corporate Development of WorldCom, Inc., a
Georgia corporation (the Company ), and have acted as counsel in connection
with a Registration Statement on Form S-8 (the Registration Statement ) to be
filed by the Company with the Securities and Exchange Commission (the
Commission ) under the Securities Act of 1933, as amended (the Act ), with
respect to 16,924,028 shares (the Shares ) of Common Stock, par value $.01, of
the Company ( Common Stock ) which are to be issued upon exercise of options
granted under the Company s Third Amended and Restated 1990 Stock Option Plan
(the Plan ).
In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement, the
Articles of Incorporation and Bylaws of the Company, certificates of public
officials, certificates and statements of officers of the Company, and such
other corporate records, documents, certificates and instruments as I have
deemed necessary or appropriate to enable me to render the opinions expressed
herein. I have assumed the genuineness of all signatures on all documents
examined by me, the authenticity of all documents submitted to me as originals,
and the conformity to authentic originals of all documents submitted to me as
certified or photostatic copies. I have also assumed the due authorization,
execution and delivery of all documents.
Based upon the foregoing, and in reliance thereon and subject to the
qualifications and limitations stated herein, I am of the opinion that when the
Registration Statement, including any amendments thereto, shall have become
effective under the Act, and the Shares have been issued in accordance with the
terms of the Plan, then the Shares will be legally issued, fully paid and
nonassessable.
This opinion is not rendered with respect to any laws other than the
latest codification of the Georgia Business Corporation Code (the GBCC )
available to me. This opinion has not been prepared by an attorney admitted to
practice in Georgia.
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Board of Directors of
WorldCom, Inc.
August 16, 1996
Page 2
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
aforesaid Registration Statement on Form S-8. I also consent to your filing
copies of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of complying with
the laws of such states regarding the offering and sale of the Shares. In
giving this consent, I do not admit that I am in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.
Very truly yours,
/s/ P. Bruce Borghardt
P. Bruce Borghardt
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, to be filed on or around
August 16, 1996, relating to the registration of 16,924,028 shares of WorldCom,
Inc. common stock, of our report dated March 6, 1996, included in WorldCom,
Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to
our Firm in this registration statement.
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
August 16, 1996
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EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
WorldCom, Inc. ("WorldCom") on Form S-8 of our report dated March 7, 1994 on
the consolidated financial statements of IDB Communications Group, Inc.
appearing in the Annual Report on Form 10-K of WorldCom for the year ended
December 31, 1995.
Deloitte & Touche LLP
Los Angeles, California
August 16, 1996
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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of WorldCom, Inc. (f/k/a LDDS Communications, Inc.) of our reports
dated July 29, 1994 and February 2, 1995, with respect to the combined
financial statements of WilTel Network Services for the three years ended
December 31, 1994 included in the Current Report on Form 8-K of LDDS
Communications, Inc. dated August 22, 1994 and the Current Report on Form 8-K/A
of LDDS Communications, Inc. dated August 22, 1994, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Tulsa, Oklahoma
August 16, 1996
