<PAGE> 1
As filed with the Securities and Exchange Commission on August 17, 1999
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-----------------------
MCI 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.)
500 CLINTON CENTER DRIVE
CLINTON, MISSISSIPPI 39056
(Address, including zip code,
of registrant's principal executive offices)
MCI WORLDCOM, INC. 1997 STOCK OPTION PLAN, AS AMENDED
- --------------------------------------------------------------------------------
(Full title of the plan(s))
P. BRUCE BORGHARDT, ESQ.
MCI 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 160,000,000
value, and associated shares(3) $75.7188 $11,601,417,755 $3,225,195
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 August 10,
1999 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 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., now known as MCI WORLDCOM, Inc.,
("MCI WorldCom" or 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 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by MCI WorldCom (formerly Resurgens
Communications Group, Inc.) under File No. 000-11258 (formerly File No.
1-10415, in the case of Resurgens) pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated herein by reference and
shall be deemed to be a part hereof.
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 (the "MCI WorldCom 1998 Form 10-K");
2. The Company's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 1999 and June 30, 1999;
3. MCI WorldCom's Current Report on Form 8-K/A dated August 26,
1996 (filed December 19, 1997), Form 8-K/A-3 dated November
9, 1997 (filed May 28, 1998) and Form 8-K dated July 12, 1999
(filed July 12, 1999)
4. The description of the Company's (formerly 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 the Company's Registration
Statement on Form S-4 (File No. 333-16015), as declared
effective by the Commission on November 14, 1996, which
includes the Joint Proxy Statement/Prospectus dated November
14, 1996 with respect to the Company's Special Meeting of
Shareholders held on December 20, 1996, under the following
captions: "Description of WorldCom Capital Stock" and
"Comparative Rights of Shareholders" and the descriptions
contained in the Company's Proxy Statement dated April 23,
1999 under the following captions: "Approval of Amendment to
Second Amended and Restated Articles of Incorporation, as
Amended, To Increase Authorized Shares of Common Stock" and
"Future Proposals of Security Holders."
5. The description of the Company's Preferred Stock Purchase
Rights contained in the Company's Registration Statement on
Form 8-A dated August 26, 1996, as updated by the Company's
Current Report on Form 8-K dated May 22, 1997 (filed June
6, 1997); and
6. The description of the Company's Series B Convertible
Preferred Stock contained in the Company's Registration
Statement on Form 8-A dated November 13, 1996.
All documents filed by MCI WorldCom with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, 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 or the prospectus.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"Georgia Code") provides that 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 any
action taken, or any failure to take any action, as a director, provided,
2
<PAGE> 3
however, that the Section does not permit a corporation to eliminate or limit
the liability of a director for appropriating, in violation of his or her
duties, any business opportunity of the corporation, for acts or omissions
including intentional misconduct or a knowing violation of law, receiving from
any transaction 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 the Company 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 or her role as a director, and does not relieve a director
from liability arising from his or her role as an officer or in any other
capacity.
The provisions of Article Ten of the Company's Second Amended and
Restated Articles of Incorporation, as amended, 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
the Company 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 the
Company for liability incurred by him or her in connection with any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal (including,
subject to certain limitations, civil actions brought as derivative actions by
or in the right of the Company) in which he or she is made a party by reason of
being a director of the Company and of directors who, at the request of the
Company, 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 good faith and reasonably believed (a) in the case of
conduct in his or her official capacity, that such conduct was in the best
interests of the corporation, (b) in all other cases other than a criminal
proceeding that such conduct was at least not opposed to the best interests of
the corporation, and (c) in the case of a criminal proceeding, that he or she
had no reasonable cause to believe his or her 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.
A Georgia corporation may not indemnify a director under Section
14-2-851: (i) in connection with a proceeding by or in the right of the
corporation, except for reasonable expenses incurred by such director in
connection with the proceeding provided it is determined that such director met
the relevant standard of conduct set forth above, or (ii) in connection with
any proceeding with respect to conduct for which such director was adjudged
liable on the basis that he or she received an improper personal benefit.
Prior to indemnifying a director under Section 14-2-851 of the Georgia
Code, a determination must be made that the director has met the relevant
standard of conduct. Such determination must be made by: (i) a majority vote of
a quorum consisting of disinterested directors; (ii) a duly designated
committee of disinterested directors; (iii) duly selected special legal
counsel; or (iv) a vote of the shareholders, excluding shares owned by or voted
under the control of directors who do not qualify as disinterested directors.
A Georgia corporation may, before final disposition of a proceeding,
advance funds to pay for or reimburse the reasonable expenses incurred by a
director who is a party to a proceeding because he or she is a director,
provided that such director delivers to the corporation a written affirmation
of his or her good faith belief that he or she met the relevant standard of
conduct described in Section 14-2-851 of the Georgia Code, or that the
proceeding involves conduct for which such director's liability has been
properly eliminated by action of the corporation, and a written undertaking by
the director to repay any funds advanced if it is ultimately determined that
such director was not entitled to such indemnification. Section 14-2-852 of the
Georgia Code provides that directors who are successful with respect to any
claim brought against them, which claim is brought because they are or were
directors of the Company, are entitled to mandatory indemnification against
reasonable expenses incurred in connection therewith.
The Georgia Code also allows a Georgia corporation to indemnify
directors made a party to a proceeding without regard to the above-referenced
limitations, if authorized by the articles of incorporation or a bylaw,
contract, or resolution duly adopted by a vote of the shareholders of the
corporation by a majority of votes entitled to be cast, excluding shares owned
or voted under the control of the director or directors who are not
disinterested, and to advance funds to pay for or reimburse
3
<PAGE> 4
reasonable expenses incurred in the defense thereof, subject to restrictions
similar to the restrictions described in the preceding paragraph; provided,
however, that the corporation may not indemnify a director adjudged liable (1)
for any appropriation, in violation of his or her duties, of any business
opportunity of the Company, (2) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (3) for unlawful distributions under
Section 14-2-832 of the Georgia Code, or (4) for any transaction in which the
director obtained an improper personal benefit.
Section 14-2-857 of the Georgia Code provides that an officer of the
Company (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, the Company may, as provided by either the
Company's Second Amended and Restated Articles of Incorporation, as amended, the
Company's Restated 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 the Company's Restated
Bylaws and Article Twelve of the Company's Second Amended and Restated Articles
of Incorporation, as amended, are consistent with the foregoing provisions of
the Georgia Code. However, the Company's Second Amended and Restated Articles of
Incorporation, as amended, prohibit indemnification of a director who did not
believe in good faith that his or her actions were in, or not opposed to, the
Company's best interests, or to have improperly received a personal benefit, or
in the case of a criminal proceeding, if such director had reasonable cause to
believe his or her conduct was unlawful, or in the case of a proceeding by or in
the right of the Company, in which such director was adjudged liable to the
Company, unless a court shall determine that the director is fairly and
reasonably entitled to indemnification in view of all the circumstances. The
Company's Restated Bylaws extend the indemnification available to officers under
the Georgia Code to employees and agents.
ITEM 8. EXHIBITS
See Exhibit Index.
4
<PAGE> 5
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 Clinton, State of Mississippi on August 17,
1999.
MCI 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 Charles T. Cannada, 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/ Clifford L. Alexander, Jr. Director August 17, 1999
- ---------------------------------------
Clifford L. Alexander, Jr.
/s/ James C. Allen Director August 17, 1999
- ---------------------------------------
James C. Allen
/s/ Judith Areen Director August 17, 1999
- ---------------------------------------
Judith Areen
/s/ Carl J. Aycock Director August 17, 1999
- ---------------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director August 17, 1999
- ---------------------------------------
Max E. Bobbitt
/s/ Bernard J. Ebbers Director, President and August 17, 1999
- --------------------------------------- Chief Executive Officer
Bernard J. Ebbers (Principal Executive Officer)
/s/ Francesco Galesi Director August 17, 1999
- ---------------------------------------
Francesco Galesi
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Stiles A. Kellett, Jr. Director August 17, 1999
- ---------------------------------------
Stiles A. Kellett, Jr.
/s/ Gordon S. Macklin Director August 17, 1999
- ---------------------------------------
Gordon S. Macklin
/s/ John A. Porter Director August 17, 1999
- ---------------------------------------
John A. Porter
/s/ Timothy F. Price Director August 17, 1999
- ---------------------------------------
Timothy F. Price
/s/ Bert C. Roberts, Jr. Chairman of the Board August 17, 1999
- ---------------------------------------
Bert C. Roberts, Jr.
/s/ John W. Sidgmore Director August 17, 1999
- ---------------------------------------
John W. Sidgmore
/s/ Scott D. Sullivan Director and Chief Financial August 17, 1999
- --------------------------------------- Officer (Principal Financial
Scott D. Sullivan Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker Director August 17, 1999
- ---------------------------------------
Lawrence C. Tucker
/s/ Juan Villalonga Director August 17, 1999
- ---------------------------------------
Juan Villalonga
</TABLE>
6
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
4.1 Second Amended and Restated Articles of Incorporation of MCI
WORLDCOM, Inc. (including preferred stock designations) as
amended as of May 20, 1999 (incorporated herein by reference
to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1999) (File No.
0-11258)
4.2 Restated Bylaws of MCI WORLDCOM, Inc. (incorporated herein by
reference to Exhibit 3.2 to the Company's Current Report on
Form 8-K dated September 14, 1998) (filed September 29,
1998)) (File No. 0-11258)
5.1 Opinion of P. Bruce Borghardt 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 KPMG LLP
23.4 Consent of Arthur Andersen LLP
23.5 Consent of P. Bruce Borghardt (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Pages)
</TABLE>
<PAGE> 1
Exhibit 5.1
August 17, 1999
Board of Directors of
MCI WORLDCOM, Inc.
500 Clinton Center Drive
Clinton, Mississippi 39056
Ladies and Gentlemen:
I am General Counsel-Corporate Development of MCI WORLDCOM, Inc., a
Georgia corporation (the "Company"), and am familiar with the 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 160,000,000
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 MCI
WORLDCOM, Inc. 1997 Stock Option Plan, as amended (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, as amended, and the Restated
Bylaws of the Company, certificates, statements and results of inquiries of
public officials and other officers and representatives of the Company, and
such other documents, corporate records, certificates, opinions 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 legal competence and capacity of each person that
executed documents, 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, exceptions 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 validly 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
MCI 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
August 17, 1999, of our report dated February 10, 1999 included in MCI
WORLDCOM, Inc.'s Form 10-K for the year ended December 31, 1998 and to all
references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Jackson, Mississippi,
August 17, 1999.
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of MCI WORLDCOM, Inc. of our report dated April 9, 1998
related to the consolidated financial statements of MCI Communications
Corporation as of December 31, 1997 and 1996, and for the three years ended
December 31, 1997, which appears in MCI WORLDCOM, Inc.'s Current Report on Form
8-K/A-3 dated November 9, 1997 (filed May 28, 1998).
/s/ PricewaterhouseCoopers LLP
Washington, D.C.
August 17, 1999
<PAGE> 1
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders
MCI WORLDCOM, Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of MCI WORLDCOM, Inc. of our report dated February 18, 1998, relating to
the consolidated balance sheet of Brooks Fiber Properties, Inc. and
subsidiaries as of December 31, 1997, and the related consolidated statements
of operations, changes in shareholders' equity, and cash flows for each of the
years in the two-year period ended December 31, 1997, which report appears in
MCI WORLDCOM, Inc.'s Form 10-K for the year ended December 31, 1998.
/s/ KPMG LLP
St. Louis, Missouri
August 17, 1999
<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 17, 1999, of our reports dated February 20, 1997, on the Consolidated
Financial Statements of MFS Communications Company, Inc. included in MCI
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.
/s/ ARTHUR ANDERSEN LLP
Omaha, Nebraska,
August 17, 1999.
