<PAGE> 1
As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
WORLDCOM, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1521612
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 EAST AMITE STREET
JACKSON, MISSISSIPPI 39201-2702
(Address, including zip code,
of registrant's principal executive offices)
WORLDCOM, INC. 1997 STOCK OPTION PLAN
- -------------------------------------------------------------------------------
(Full title of the plan(s))
P. BRUCE BORGHARDT, ESQ.
WORLDCOM, INC.
10777 SUNSET OFFICE DRIVE, SUITE 330
ST. LOUIS, MISSOURI 63127
(314) 909-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of registration
registered registered share(1) price(1) fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 20,000,000 $31.0313 $581,366,756 $176,172
$0.01 par value and shares (3)
associated preferred
stock purchase rights (2)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------
(1) Computed pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
of determining the registration fee. Proposed maximum offering price
represents (i) the weighted average price per share based on the
exercise price of stock options already granted and (ii) the average
high and low reported market prices of the Registrant's Common Stock on
June 24, 1997 with respect to securities for which options have not
been granted.
(2) Each share of Common Stock also represents one preferred stock purchase
right. Preferred stock purchase rights cannot trade separately from the
underlying common stock and, therefore, do not carry a separate price
or necessitate an additional filing fee.
(3) This Registration Statement also covers such additional shares of
Common Stock as may be issuable pursuant to antidilution rights.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by WorldCom, Inc. ("WorldCom" or the "Company")
(formerly Resurgens Communications Group, Inc.) under File No. 0-11258
(formerly File No. 1- 10415) pursuant to the Exchange Act are incorporated
herein by reference:
(1) WorldCom's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996 (the "WorldCom 1996 Form 10-K");
(2) WorldCom's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
(3) WorldCom's Current Reports on Form 8-K dated August 25, 1996
(filed August 26, 1996 and as amended on Form 8-K/A filed
November 4, 1996 and November 20, 1996), December 31, 1996 (filed
January 15, 1997), March 18, 1997 (filed March 24, 1997), March
26, 1997 (filed April 2, 1997) and May 22, 1997 (filed June 6,
1997);
(4) MFS Communications Company, Inc. Annual report on Form 10-K for
the year ended December 31, 1996;
(5) the description of WorldCom's (formerly LDDS' and Resurgens')
Common Stock as contained in Item 1 of Resurgens' Registration
Statement on Form 8-A dated December 12, 1989, as updated by the
descriptions contained in Amendment No. 2 of Resurgens'
Registration Statement on Form S-4 (File No. 33-62746), as
declared effective by the Securities and Exchange Commission on
August 11, 1993, which includes the Joint Proxy
Statement/Prospectus with respect to Resurgens' Annual Meeting of
Shareholders held on September 14, 1993, under the following
captions: "Proposals No. 1and 2 - The Proposed Mergers - Special
Redemption Provisions," "Information Regarding Resurgens -
Description of Resurgens Capital Stock" and "-- Amendments to
Resurgens' Restated Articles of Incorporation -- LDDS Merger
Agreement," and as further updated by WorldCom's Current Report
on Form 8-K dated and filed August 14, 1995 and as further
updated by the description contained in WorldCom's Registration
Statement on Form S-4 (File No. 333-16015), which includes the
Joint Proxy Statement/Prospectus dated November 14, 1996 under
the caption " Description of WorldCom Capital Stock";
(6) the description of WorldCom's Preferred Stock Purchase Rights
contained in WorldCom's Registration Statement on Form 8-A dated
August 26, 1996; and
(7) the descriptions of the WorldCom Series A Preferred Stock, the
WorldCom Series B Preferred Stock and the WorldCom Depositary
Shares contained in WorldCom's Registration Statements on Form
8-A dated November 13, 1996.
All documents filed by WorldCom with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated herein by reference,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document incorporated or deemed to be incorporated by
reference, which statement is also incorporated herein by reference, modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
II-1
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that a corporation's articles of incorporation may
include a provision that eliminates or limits the personal liability of
directors for monetary damages to the corporation or its shareholders for
breach of their duty of care and other duties as directors; provided, however,
that the Section does not permit a corporation to eliminate or limit the
liability of a director for appropriating, in violation of his duties, any
business opportunity of the corporation, engaging in intentional misconduct or
a knowing violation of law, obtaining an improper personal benefit, or voting
for or assenting to an unlawful distribution (whether as a dividend, stock
repurchase or redemption, or otherwise) as provided in Section 14-2-832 of the
Georgia Code. Section 14-2-202(b)(4) also does not eliminate or limit the
rights of WorldCom or any shareholder to seek an injunction or other
nonmonetary relief in the event of a breach of a director's duty to the
corporation and its shareholders. Additionally, Section 14-2-202(b)(4) applies
only to claims against a director arising out of his role as a director, and
does not relieve a director from liability arising from his role as an officer
or in any other capacity.
The provisions of Article Ten of WorldCom's Second Amended and
Restated Articles of Incorporation are similar in all substantive respects to
those contained in Section 14-2-202(b)(4) of the Georgia code as outlined
above. Article Ten further provides that the liability of directors of WorldCom
shall be limited to the fullest extent permitted by amendments to Georgia law.
Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
the indemnification of directors, officers, employees, and agents. Section
14-2-851 of the Georgia Code permits indemnification of a director of WorldCom
for liability incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, subject to certain limitations, civil actions
brought as derivative actions by or in the right of WorldCom) in which he is
made a party by reason of being a director of WorldCom and for directors who,
at the request of WorldCom, act as directors, officers, partners, trustees,
employees or agents of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The Section
permits indemnification if the director acted in a manner he believed in good
faith to be in or not opposed to the best interest of WorldCom and, in
addition, in criminal proceedings, if he had no reasonable cause to believe his
conduct was unlawful. If the required standard of conduct is met,
indemnification may include judgments, settlements, penalties, fines or
reasonable expenses (including attorneys' fees) incurred with respect to a
proceeding. However, if the director is adjudged liable to WorldCom in a
derivative action or on the basis that personal benefit was improperly received
by him, the director is not entitled to indemnification by the corporation;
provided that the director may be entitled to indemnification for reasonable
expenses as determined by a court in accordance with the provisions of Section
14-2-854, or unless WorldCom's Second Amended and Restated Articles of
Incorporation or Bylaws, or a contract or resolutions approved by WorldCom's
shareholders pursuant to Section 14-2-856, authorizes indemnification.
Section 14-2-852 of the Georgia Code provides that unless limited by
the articles of incorporation, directors who are successful with respect to any
claim brought against them, which claim is brought because they are or were
directors of WorldCom, are entitled to mandatory indemnification against
reasonable expenses incurred in connection therewith. Conversely, if the
charges made in any action are sustained, the determination of whether the
required standard of conduct has been met will be made, in accordance with the
provisions of Section 14-2-855 of the Georgia Code, as follows: (i) by the
majority vote of a quorum of the members of the board of directors not a party
to such action at that time, (ii) if a quorum cannot be obtained, by a
committee thereof duly designated by the board of directors, consisting of two
or more directors not a party to such action at that time, (iii) by duly
selected special legal counsel, or (iv) by the shareholders, but, in such
event, the shares owned by or voted under the control of directors who are at
the time parties to the proceeding may not be voted.
II-2
<PAGE> 4
Section 14-2-857 of the Georgia Code provides that an officer of
WorldCom (but not an employee or agent generally) who is not a director has the
mandatory right of indemnification granted to directors under Section 14-2-852,
as described above. In addition, WorldCom may, as provided by WorldCom's Second
Amended and Restated Articles of Incorporation, Bylaws, general or specific
actions by its board of directors, or by contract, indemnify and advance
expenses to an officer employee or agent who is not a director to the extent
that such indemnification is consistent with public policy.
The indemnification provisions of Article X of WorldCom's Bylaws and
Article Twelve of WorldCom's Second Amended and Restated Articles of
Incorporation are consistent with the foregoing provisions of the Georgia Code.
However, WorldCom's Second Amended and Restated Articles of Incorporation
prohibit indemnification of a director who did not believe in good faith that
his actions were in, or not contrary to, WorldCom's best interests. WorldCom's
Bylaws extend the indemnification available to officers under the Georgia Code
to employees and agents.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to such provisions, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant 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;
(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. Notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar
value of securities offered would not
exceed that which was registered) and any
deviation from the low or high end of the
estimated maximum offering range may be
reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume
and price represent no more than a 20
percent change in the maximum aggregate
offering price set forth in the
"Calculation of Registration Fee" table in
the effective 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) do not apply if
the registration statement is on Form S-3
or Form S-8, and the information required
to be included in a post-effective
amendment by those paragraphs is contained
in periodic reports filed with or furnished
to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that
are incorporated by reference in the
registration statement.
II-3
<PAGE> 5
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
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
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than payment by the registrant
or 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 Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 6
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 June 27, 1997.
WORLDCOM, INC.
By: /s/ Scott D. Sullivan
---------------------------
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 is 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.
Name Title Date
- ---- ----- ----
/s/ Carl J. Aycock Director June 27, 1997
- -----------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director June 27, 1997
- -----------------------------
Max E. Bobbitt
Director,
/s/ Bernard J. Ebbers President and June 27, 1997
- ----------------------------- Chief Executive
Bernard J. Ebbers Officer
II-5
<PAGE> 7
Name Title Date
- ---- ----- ----
/s/ Francesco Galesi Director June 27, 1997
- -----------------------------
Francesco Galesi
/s/ Richard R. Jaros Director June 27, 1997
- -----------------------------
Richard R. Jaros
/s/ Stiles A. Kellett, Jr. Director June 27, 1997
- -----------------------------
Stiles A. Kellett, Jr.
/s/ David C. McCourt Director June 27, 1997
- -----------------------------
David C. McCourt
/s/ John A. Porter Director June 27, 1997
- -----------------------------
John A. Porter
/s/ Walter Scott, Jr. Director June 27, 1997
- -----------------------------
Walter Scott, Jr.
/s/ John W. Sidgmore Director June 27, 1997
- -----------------------------
John W. Sidgmore
Director,
(Principal
/s/ Scott D. Sullivan Financial Officer and June 27, 1997
- ------------------------------ Principal Accounting
Scott D. Sullivan Officer)
/s/ Lawrence C. Tucker Director June 27, 1997
- -----------------------------
Lawrence C. Tucker
/s/ Michael B. Yanney Director June 27, 1997
- -----------------------------
Michael B. Yanney
II-6
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 Second Amended and Restated Articles of Incorporation of WorldCom
(including preferred stock designations) as of December 31, 1996
(incorporated herein by reference to Exhibit 3.1 to the Current
Report on Form 8-K of WorldCom (File No. 0-11258) dated December
31, 1996 (filed January 15, 1997))
4.2 Restated Bylaws of WorldCom (incorporated herein by reference to
Exhibit 4.2 to the Annual Report on Form 10-K filed by WorldCom
(File No. 0-11258) for the fiscal year ended December 31, 1996)
4.3 Form of Deposit Agreement between WorldCom, The Bank of New York
and the holders from time to time of the Depositary Shares
representing 1/100 of a share of WorldCom Series A Preferred
Stock (the "WorldCom Depositary Shares") (incorporated herein by
reference to Exhibit 4.5 to Registrant Statement on Form S-4
filed by WorldCom (Registration No. 333- 16015))
4.4 Form of certificate representing WorldCom Depositary Shares
(incorporated herein by reference to Exhibit A to the Deposit
Agreement filed as Exhibit 4.5 to Registration Statement on Form
S-4 filed by WorldCom (Registration No. 333-16015))
4.5 Rights Agreement dated as of August 25, 1996 between the Company
and The Bank of New York, which includes the form of Certificate
of Designations, setting forth the terms of the Series 3 Junior
Participating Preferred Stock, par value $.01 per share, as
Exhibit A, the form of Rights Certificate as Exhibit B and the
Summary of Preferred Stock Purchase Rights as Exhibit C
(incorporated herein by reference to Exhibit 4 to the Current
Report on Form 8-K dated August 26, 1996 (as amended on Form 8
K/A filed August 31, 1996) filed by the Company with the
Securities and Exchange Commission on August 26, 1996 (as amended
on Form 8 K/A filed on August 31, 1996) File No. 0-11258))
4.6 Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by
and between WorldCom, Inc. and The Bank of New York, as Rights
Agreement (incorporated herein by reference to Exhibit 4.2 of
WorldCom's Current Report on Form 8-K dated May 22, 1997 (filed
June 5, 1997))
5.1 Opinion of P. Bruce Borghardt as to the legality of the
Securities to be issued ____
10.1 WorldCom, Inc. 1997 Stock Option Plan (compensatory plan) ____
23.1 Consent of Arthur Andersen LLP ____
23.2 Consent of Coopers & Lybrand L.L.P. ____
23.3 Consent of Arthur Andersen LLP ____
23.4 Consent of Arthur Andersen LLP ____
23.5 Consent of P. Bruce Borghardt, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Pages)
</TABLE>
E-1
<PAGE> 1
Exhibit 5.1
June 27, 1997
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 20,000,000 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 WorldCom, Inc. 1997 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 Second
Amended and Restated 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 available to me.
This opinion has not been prepared by an attorney admitted to practice in
Georgia.
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
General Counsel - Corporate Development
WorldCom, Inc.
<PAGE> 1
Exhibit 10.13
WORLDCOM, INC.
1997 STOCK OPTION PLAN
1. PURPOSE OF THE PLAN
The WorldCom, Inc. 1997 Stock Option Plan (the "Plan") is intended to
provide additional incentive to certain valued and trusted employees who are
not officers of WorldCom, Inc., a Georgia corporation, or its subsidiaries
(WorldCom, Inc. and/or its subsidiaries, as the context may require, is/are
referred to herein as the "Company"), by encouraging them to acquire shares of
the $.01 par value common stock of the Company (the "Stock") through options to
purchase Stock granted pursuant to the Plan ("Options"), thereby increasing
such employees' proprietary interest in the business of the Company and
providing them with an increased personal interest in the continued success and
progress of the Company, the result of which will promote both the interests of
the Company and its shareholders.
Options granted under the Plan will be non-qualified options. Each
employee granted an Option (an "Optionee") shall enter into an agreement with
the Company (the "Option Agreement") setting forth the terms and conditions of
the Option, as determined in accordance with this Plan.
2. ADMINISTRATION OF PLAN
This Plan shall be administered by the Compensation and Stock Option
Committee appointed by the Board of Directors of the Company (the "Committee").
The Committee shall have the sole power:
a. subject to the provisions of the Plan, to determine
the terms and conditions of all Options; to construe and
interpret the Plan and Options granted under it; to determine
the time or times an Option may be exercised, the number of
shares as to which an Option may be exercised at any one time,
and when an Option may terminate; to establish, amend and revoke
rules and regulations relating to the Plan and its
administration; and to correct any defect, supply any omission,
or reconcile any inconsistency in the Plan, or in any Option
Agreement, in a manner and to the extent it shall deem
necessary, all of which determinations and interpretations made
by the Committee shall be conclusive and binding on all
Optionees and on their legal representatives and beneficiaries;
and
b. to determine all questions of policy and expediency
that may arise in the administration of the Plan and generally
exercise such powers and perform such acts as are deemed
necessary or expedient to promote the best interests of the
Company.
3. SHARES SUBJECT TO THE PLAN
Subject to the provisions of paragraph 13 below, the Stock which may
be issued pursuant to Options granted under the Plan shall not exceed in the
aggregate twenty million (20,000,000) shares. If any Options granted under the
Plan terminate, expire or are surrendered without having been exercised in
full, the number of shares of Stock not purchased under such Options shall be
available again for the purpose of the Plan.
4. PERSONS ELIGIBLE FOR OPTIONS
All employees who are not officers of the Company shall be eligible to
receive the grant of Options under the Plan. The Committee shall determine the
employees to whom Options shall be granted, the time or times such Options
shall be granted, the number of shares to be subject to each Option and the
times when each Option may be exercised.
5. PURCHASE PRICE
The purchase price of each share of Stock covered by each Option shall
be set from time to time in the total discretion of the Committee.
<PAGE> 2
6. DURATION OF OPTIONS
Subject to earlier termination as provided herein, any outstanding
Option and all unexercised rights thereunder shall expire and terminate
automatically upon the earlier of (i) the cessation of the employment of the
Optionee by the Company for any reason other than retirement, death or
disability; (ii) the date which is three months following the effective date of
the Optionee's retirement from the Company's service; (iii) the date which is
one year following the date on which the Optionee's service with the Company
ceases due to death or disability; (iv) the date of expiration of the Option
determined by the Committee at the time the Option is granted; and (v) the
tenth (10th) annual anniversary date of the granting of the Option; provided,
however, that the Committee shall have the right, but not the obligation, to
extend the expiry of the Options held by an Optionee whose service with the
Company has ceased for any reason to a date up to the end of their original
terms.
7. EXERCISE OF OPTIONS
An Option may be exercisable in installments or otherwise upon such
terms as the Committee shall determine when the Option is granted. As a
condition of the exercise, in whole or in part, of any Option, the Committee
may require the Optionee to pay, in addition to the purchase price of the Stock
covered by the Option, an amount equal to any Federal, state, local or foreign
taxes that may be required to be withheld in connection with the exercise of
such Option. Notwithstanding the foregoing, the Committee may authorize the
Company's officers to establish procedures for the satisfaction of an
Optionee's withholding tax liability incurred upon exercise of an Option by
enabling the Optionee to authorize the Company to retain from the total number
of shares to be issued pursuant to such Option exercise that number of shares
(based on the then Fair Market Value Per Share as determined by the Committee)
that will satisfy the withholding tax due.
"Fair Market Value Per Share" of the Stock shall mean: (i) if the
Stock is not publicly traded, the amount determined by the Committee on the
date of the grant of the Option; (ii) if the Stock is traded only otherwise
than on a securities exchange and is not quoted on the National Association of
Securities Dealers automated quotation system ("NASDAQ"), the closing quoted
selling price of the Stock on the date of grant of the Option as quoted in
"pink sheets" published by the National Daily Quotation Bureau; (iii) if the
Stock is traded only otherwise than on a securities exchange and is quoted on
NASDAQ, the closing quoted selling price of the Stock on the date of grant of
the Option, as reported by the Wall Street Journal; or (iv) if the Stock is
admitted to trading on a securities exchange, the closing quoted selling price
of the Stock on the date of grant of the Option, as reported in the Wall Street
Journal. For purposes of Items (i) through (iv) of this paragraph, if there
were no sales on the date of the grant of an Option, the Fair Market Value Per
Share shall be determined by the Committee in accordance with Section 20.2031-2
of the Federal Estate Tax Regulations.
8. METHOD OF EXERCISE
a. When the right to purchase shares accrues, Options
may be exercised by giving written notice to the Company
stating the number of shares for which the Option is being
exercised, accompanied by payment in full by cash, or its
equivalent, acceptable to the Company, of the purchase
price for the shares being purchased and, if applicable,
any Federal, state, local or foreign taxes required to be
withheld in accordance with the provisions of paragraph 7,
above. The Company shall issue a separate certificate or
certificates of Stock for each Option exercised by an
Optionee.
b. In the Committee's discretion, determined at the time
the Option is granted, payment of the purchase price for
the shares may be made in whole or in part with other
shares of Stock of the Company which are free and clear of
all liens and encumbrances. The value of the shares of
Stock tendered in payment for the shares being purchased
shall be the Fair Market Value Per Share on the date of the
Optionee's notice of exercise.
c. Notwithstanding the foregoing, the Company shall have
the right to postpone the time of delivery of the shares
for such period as may be required for the Company, with
reasonable diligence, to comply with any applicable listing
requirements of any national securities exchange or the
National Association of Securities Dealers, Inc. or any
Federal, state, local or foreign law. If the Optionee, or
other person entitled to exercise the Option, fails to
timely accept delivery of and pay for the shares specified
in such notice, the Committee shall have the right to
terminate the Option with respect to such shares.
<PAGE> 3
9. NONTRANSFERABILITY OF OPTIONS
No Option granted under the Plan shall be assignable or transferable
by the Optionee, either voluntarily or by operation of law, other than by will
or the laws of descent and distribution, and, during the lifetime of the
Optionee, shall be exercisable only by the Optionee.
10. CONTINUANCE OF EMPLOYMENT
Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any Optionee any rights with respect to the continuation of
employment by the Company or interfere in any way with the right of the Company
(subject to the terms of any separate employment agreement to the contrary) at
any time to terminate such employment or to increase or decrease the
compensation of the Optionee from the rate in existence at the time of the
granting of any Option.
11. RESTRICTIONS ON SHARES
If the Company shall be advised by counsel that certain requirements
under Federal, state or foreign securities laws must be met before Stock may be
issued under this Plan, the Company shall notify all persons who have been
issued Options, and the Company shall have no liability for failure to issue
Stock under any exercise of Options because of delay while such requirements
are being met or the inability of the Company to comply with such requirements.
12. PRIVILEGE OF STOCK OWNERSHIP
No person entitled to exercise any Option granted under the Plan shall
have the rights or privileges of a shareholder of the Company for any shares of
Stock issuable upon exercise of such Option until such person has become the
holder of record of such shares. No adjustment shall be made for dividends or
other rights for which the record date is prior to the date on which such
person becomes the holder of record, except as provided in paragraph 13, below.
13. ADJUSTMENT
a. If the number of outstanding shares of Stock are
increased or decreased, or such shares are exchanged for a
different number or kind of shares or securities of the Company
through reorganization, merger, recapitalization,
reclassification, stock dividend, stock split, combination of
shares, or other similar transaction, the aggregate number of
shares of Stock subject to the Plan as provided in paragraph 3,
above, and the shares of Stock subject to issued and outstanding
Options under the Plan shall be appropriately and
proportionately adjusted by the Committee. Any such adjustment
in an outstanding Option shall be made without change in the
aggregate purchase price applicable to the unexercised portion
of the Option but with an appropriate adjustment in the price
for each share or other unit of any security covered by the
Option.
b. Notwithstanding subparagraph (a) of this paragraph,
upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one
or more corporations as a result of which the Company is not the
surviving corporation, or upon a sale of substantially all of
the assets of the Company or the transfer of more than 80% of
the then outstanding Stock of the Company to another entity or
person, the Plan and any Options granted under the Plan shall
terminate upon the consummation of the transaction (provided,
such Options may be exercised effective simultaneously with such
consummation to the extent otherwise exercisable, giving effect
to any acceleration thereof by reason of such consummation), and
the Committee shall have the right, but shall not be obligated,
to accelerate the time in which any Option may be exercised
prior to such termination, unless provision shall be made in
writing in connection with such transaction for the continuance
of the Plan, for the assumption of Options previously granted or
the substitution for such Options with new options to purchase
the stock of a successor corporation, or parent or subsidiary
thereof, with appropriate adjustments as to number and kind of
shares and the option price, in which event the Plan and Options
previously granted shall continue in the manner and under the
terms so provided; provided, however, that the Committee or the
Board of Directors shall have the authority to amend this
paragraph to provide for a requirement that a successor
corporation assume any outstanding Options.
<PAGE> 4
c. Adjustments under this paragraph shall be made by the Committee
whose determination as to what adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive. No fractional shares of Stock
shall be issued under the Plan or in connection with any such adjustment.
14. AMENDMENT AND TERMINATION OF PLAN
a. The Board of Directors of the Company may, from time to time, with
respect to any shares at the time not subject to Options, suspend or terminate
the Plan or amend or revise the terms of the Plan.
b. Subject to the provisions in paragraph 13, above, the Plan shall
terminate on January 2, 2007, being ten (10) years from the date of the
adoption of the Plan by the Board of Directors.
c. Subject to the provisions in paragraph 13, above, no amendment,
suspension or termination of this Plan shall, without the consent of the
Optionee, alter or impair any rights or obligations under any Option granted to
such Optionee under the Plan.
15. EFFECTIVE DATE OF PLAN
The Plan shall become effective upon adoption by the Board of
Directors of the Company.
16. TERM OF PLAN
No Option shall be granted pursuant to the Plan after January 2, 2007.
<PAGE> 1
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
June 27, 1997, of our report dated February 26, 1997, included in WorldCom,
Inc.'s Form 10-K for the year ended December 31, 1996, and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
June 26, 1997.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 to Registration
Statement No. 333-_____ of our report dated February 14, 1996, on our audits of
the consolidated financial statements of MFS Communications Company, Inc. as of
December 31, 1995 and 1994 and for the three years in the period ended December
31, 1995, which report is included in WorldCom, Inc.'s Current Report on Form
8-K dated August 25, 1996 (as amended on Form 8-K/A filed on November 4, 1996).
Coopers & Lybrand L.L.P.
Omaha, Nebraska
June 26, 1997
<PAGE> 1
Exhibit 23.3
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
June 27, 1997, of our reports dated February 20, 1997, included in MFS
Communications Company, Inc.'s Form 10-K for the year ended December 31, 1996,
and to all references to our Firm in this registration statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska,
June 26, 1997
<PAGE> 1
Exhibit 23.4
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
June 27, 1997, of our report dated January 31, 1996, on the Consolidated
Financial Statements of UUNET Technologies, Inc. included in WorldCom, Inc.'s
Current Report on Form 8-K dated August 25, 1996, as amended by Form 8-K/A
filed on November 4, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
June 26, 1997
