<PAGE> 1
As filed with the Securities and Exchange Commission on August 31, 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 registrant's principal executive offices)
WORLDCOM, INC. 1997 STOCK OPTION PLAN, AS AMENDED
- --------------------------------------------------------------------------------
(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 share(1) price(1) fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $0.01 par 20,000,000
value, and associated shares(3) $47.9688 $959,375,000 $283,016
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 the average of the high and low prices for the Registrant's
Common Stock reported on the Nasdaq National Market on August 28, 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 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 31, 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/ James C. Allen Director August 31, 1998
- ------------------------------------
James C. Allen
/s/ Carl J. Aycock Director August 31, 1998
- ------------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director August 31, 1998
- ------------------------------------
Max E. Bobbitt
/s/ Stephen M. Case Director August 31, 1998
- ------------------------------------
Stephen M. Case
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Bernard J. Ebbers Director, President and August 31, 1998
- -------------------------------------------- Chief Executive Officer
Bernard J. Ebbers
/s/ Francesco Galesi Director August 31, 1998
- --------------------------------------------
Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director August 31, 1998
- --------------------------------------------
Stiles A. Kellett, Jr.
/s/ John A. Porter Director August 31, 1998
- --------------------------------------------
John A. Porter
/s/ John W. Sidgmore Director August 31, 1998
- --------------------------------------------
John W. Sidgmore
/s/ Scott D. Sullivan Director and Chief Financial August 31, 1998
- -------------------------------------------- Officer (Principal Financial
Scott D. Sullivan Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker Director August 31, 1998
- --------------------------------------------
Lawrence C. Tucker
</TABLE>
4
<PAGE> 5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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 PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of PricewaterhouseCoopers LLP
23.6 Consent of KPMG Peat Marwick LLP
23.7 Consent of William E. Anderson (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Pages)
<PAGE> 1
Exhibit 5.1
August 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, as amended (the "Plan").
In connection herewith, I or members of my staff 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
August 28, 1998, of our report dated May 27, 1998, on the consolidated financial
statements of WorldCom, Inc. included in WorldCom, Inc.'s Current Report on Form
8-K dated May 28, 1998 (filed May 28, 1998) and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Jackson, Mississippi,
August 27, 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 registration statement on Form S-8 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 on November 4, 1996 and December 19, 1997).
PricewaterhouseCoopers LLP
Omaha, Nebraska
August 27, 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 August 28, 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,
August 27, 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
August 28, 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.
August 27, 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 April 9, 1998
relating to the consolidated financial statements of MCI Communications
Corporation for the year ended December 31, 1997, which report appears in
WorldCom, Inc.'s Current Report on Form 8-K/A-3 dated November 9, 1997 (filed
May 28, 1998).
PricewaterhouseCoopers LLP
August 28, 1998
Washington, D.C.
<PAGE> 1
Exhibit 23.6
The Board of Directors
of WorldCom, Inc.:
We consent to the incorporation by reference in this registration statement on
Form S-8 of WorldCom, Inc. of our report dated February 12, 1998, with respect
to the consolidated balance sheets of Brooks Fiber Properties, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
years in the three-year period ended December 31, 1997, which report appears in
the Form 8-K of WorldCom, Inc. dated May 28, 1998.
KPMG Peat Marwick LLP
St. Louis, Missouri
August 28, 1998
