<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/MFS DEFERRED STOCK PURCHASE PLAN
WORLDCOM/MFS EMPLOYEE STOCK BONUS PLAN
WORLDCOM/MFS 1992 STOCK PLAN
WORLDCOM/MFS 1993 STOCK PLAN
WORLDCOM/MFS/UUNET INCENTIVE STOCK PLAN
WORLDCOM/MFS/UUNET EQUITY INCENTIVE PLAN
WORLDCOM/MFS/UUNET PERFORMANCE 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)
-------------------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to be offering price per aggregate offering Amount of
to be registered registered share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock 1,650,000 $31.0313 $45,963,302 $13,929
$0.01 par value and shares (3)
associated preferred
stock purchase rights (2)
- --------------------------------------------------------------------------------------------------------------------
</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 Post-Effective Amendment No. 1 to Registration Statement on Form S-8 filed
by WorldCom, Inc. (the "Company") with respect to the WorldCom/MFS Deferred
Stock Purchase Plan, the WorldCom/MFS Employee Stock Bonus Plan, the
WorldCom/MFS 1992 Stock Plan, the WorldCom/MFS 1993 Stock Plan, the
WorldCom/MFS/UUNET Incentive Stock Plan, the WorldCom/MFS/UUNET Equity
Incentive Plan and the WorldCom/MFS/UUNET Performance Option Plan on December
31, 1996, Registration No. 333-16015, are incorporated by reference into this
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;
-------------------------
(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. Additionally, pursuant to Rule 416(c) under the
Securities Act of 1933, this Registration Statement also
covers an indeterminate amount of interests to be
offered and sold pursuant to the above referenced Plan.
(3) This Registration Statement also covers such additional
shares of Common Stock as may be issuable pursuant to
antidilution rights.
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<PAGE> 3
(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.
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
II-2
<PAGE> 4
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.
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 8. EXHIBITS.
See Exhibit Index.
II-3
<PAGE> 5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, as amended, 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
The Plan. Pursuant to the requirements of the Securities Act
of 1933, a amended, the Administrative Committee of the Stock Bonus Plan has
duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto authorized, in the City of Jackson, State of Mississippi
on June 27, 1997.
WORLDCOM, INC. / MFS COMMUNICATIONS COMPANY,
INC. EMPLOYEE STOCK BONUS PLAN
By: /s/ Dennis Sickle
-------------------------------------
A member of the Administrative
Committee of the Bonus Plan
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.
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
/s/ Carl J. Aycock Director June 27, 1997
- -----------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director June 27, 1997
- -----------------------------
Max E. Bobbitt
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
Name Title Date
- ---- ----- ----
<S> <C> <C>
Director,
/s/ Bernard J. Ebbers President and June 27, 1997
- ------------------------------ Chief Executive
Bernard J. Ebbers Officer
/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
</TABLE>
II-5
<PAGE> 7
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/MFS 1995 Deferred Stock Purchase Plan, WorldCom/MFS
Employee Stock Bonus Plan, WorldCom/MFS 1992 Stock Plan,
WorldCom/MFS 1993 Stock Plan, WorldCom/MFS/UUNET 1995 Performance
Option Plan, WorldCom/MFS/UUNET Equity Incentive Plan, and the
WorldCom/MFS/UUNET Incentive Stock Plan (incorporated herein by
reference to exhibits 10.13, 10.14, 10.15, 10.16, 10.17, 10.18 and
10.19, respectively, to WorldCom's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996)
</TABLE>
E-1
<PAGE> 8
EXHIBIT
NUMBER DESCRIPTION
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)
WorldCom will submit the Stock Bonus Plan to the Internal Revenue Service
("IRS") in a timely manner and will make all changes required by the IRS in
order to qualify the Stock Bonus Plan under Section 401(a) of the Internal
Revenue Code of 1986, as amended.
E-2
<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 1,650,000 shares (the "Shares") of Common Stock, par value $.01, of
the Company ("Common Stock") which are to be issued upon exercise of options or
pursuant to other stock awards granted under the Plans referenced on the cover
page of the Registration Statement (collectively, the "Plans").
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 respective Plans, 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 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 hereby 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
