SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WORLDCOM, INC.
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(Exact name of Registrant as Specified in its Charter)
Georgia
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(State of Incorporation or Organization)
58-1521612
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(I.R.S. Employer Identification no.)
515 East Amite Street, Jackson, Mississippi 39201-2702
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(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [ ]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Convertible Preferred Stock, $0.01 Par Value
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
The description of the Series B Convertible Preferred Stock, par value
$0.01 per share, of WorldCom, Inc. (the "Registrant") set forth under the
caption "Description of WorldCom Capital Stock" in the Prospectus filed by the
Registrant with the Securities and Exchange Commission on November 13, 1996, as
part of its Registration Statement on Form S-4 (Registration No. 333-16015)
(the "Form S-4"), as amended from time to time, is hereby incorporated by
reference in answer to this item.
Item 2. Exhibits
The following exhibits which have been filed as exhibits in the Form S-4
are hereby incorporated by reference as exhibits in answer to this item.
1. Amended and Restated Articles of Incorporation of the Registrant
(including preferred stock designations) as of September 15, 1993, as
amended by Articles of Amendment dated May 25, 1995 (incorporated herein
by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by
the Registrant (File No. 0-11258) for the year ended June 30, 1996).
2. Articles of Amendment to the Amended and Restated Articles of
Incorporation of the Registrant dated May 23, 1996 (incorporated herein
by reference to Exhibit 3(ii) to the Quarterly Report on Form 10-Q filed
by the Registrant (File No. 0-11258) for the year ended June 30, 1996).
3. Terms of Series B Convertible Preferred Stock, par value $0.01 per share
(attached as Appendix IX to the Joint Proxy Statement/Prospectus
included in the Form S-4 and incorporated by reference therein as
Exhibit 4.3).
4. Bylaws of the Registrant (filed as Exhibit 4.7 of the Form S-4).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: November 13, 1996 WORLDCOM, INC.
By: /s/ Scott D. Sullivan
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Name: Scott D. Sullivan
Title: Chief Financial Officer
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