<PAGE> 1
As filed with the Securities and Exchange Commission on January 28, 1998
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 registrants 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 Amount to be registered offering price per aggregate offering Amount of registration
be registered share1 price1 fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.01 par
value, and associated 20,000,000 $31.78125 $635,625,000 $187,510
preferred stock purchase shares 3
rights2
- ------------------------------------------------------------------------------------------------------------------------------
</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 the high and low prices for common
stock. Proposed maximum offering price represents the average
high and low prices for the Registrant's Common Stock reported
on the Nasdaq National Market on January 21, 1998.
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
provisions.
<PAGE> 2
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 WorldCom, Inc. 1997 Stock Option Plan (the "Plan"), on June 27, 1997,
Registration No. 333-30279, are incorporated by reference into this
Registration Statement.
Item 8. Exhibits
See Exhibit Index.
2
<PAGE> 3
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 January 27,
1998.
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 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 January 27, 1998
- --------------------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director January 27, 1998
- --------------------------------------------
Max E. Bobbitt
/s/ Bernard J. Ebbers Director, President and January 27, 1998
- -------------------------------------------- Chief Executive Officer
Bernard J. Ebbers
/s/ Francesco Galesi Director January 27, 1998
- --------------------------------------------
Francesco Galesi
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Richard R. Jaros Director January 27, 1998
- --------------------------------------------
Richard R. Jaros
/s/ Stiles A. Kellett, Jr. Director January 27, 1998
- --------------------------------------------
Stiles A. Kellett, Jr.
/s/ David C. McCourt Director January 27, 1998
- --------------------------------------------
David C. McCourt
/s/ John A. Porter Director January 27, 1998
- --------------------------------------------
John A. Porter
/s/ John W. Sidgmore Director January 27, 1998
- --------------------------------------------
John W. Sidgmore
/s/ Scott D. Sullivan Director and Chief Financial January 27, 1998
- -------------------------------------------- Officer (Principal Financial
Scott D. Sullivan Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker Director January 27, 1998
- --------------------------------------------
Lawrence C. Tucker
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5.1 Opinion of William E. Anderson as to the legality of the
Securities to be issued
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Coopers & Lybrand LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of Price Waterhouse LLP
23.6 Consent of William E. Anderson (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Pages)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
January 28, 1998
Board of Directors of
WorldCom, Inc.
515 East Amite Street
Jackson, MS 39201
Ladies and Gentlemen:
I am General Counsel 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 the 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.
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/ William E. Anderson
William E. Anderson
General Counsel of WorldCom
<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
January 27, 1998, 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,
January 26, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 to Registration Statement No. 333-_____ of WorldCom,
Inc. 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 each of the three and two years in the period ended
December 31, 1995, which reports are included in WorldCom, Inc.'s Current
Report on Form 8-K/A dated August 25, 1996 (as amended in November 4, 1996 and
December 19, 1997).
Coopers & Lybrand L.L.P.
Omaha, Nebraska
January 26, 1998
<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 January 26, 1998, of our reports dated February 20, 1997, on
the Consolidated Financial Statements of MFS Communications Company, 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 December 19, 1997, and to all references to
our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Omaha, Nebraska,
January 26, 1998
<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
January 27, 1998, 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.
January 26, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of WorldCom, Inc. of our report dated January 27, 1997
relating to the consolidated financial statements of MCI Communications
Corporation for the year ended December 31, 1996, which report appears in
WorldCom, Inc.'s Current Report on Form 8K/A-2 dated November 9, 1997 (as
amended on January 28, 1998).
Price Waterhouse LLP
January 28, 1998
Washington, D.C.
