As filed with the Securities and Exchange Commission on August 23, 2000
Registration No. 333-62613
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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Form S-8
Registration Statement
Under the Securities Act of 1933
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WorldCom, Inc.
(f/k/a 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)
WorldCom, Inc. 401(k) Salary Savings Plan (f/k/a LDDS Salary Savings Plan)
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(Full title of the plan)
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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
<S> <C> <C> <C> <C>
Amount Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share(2) Offering Price(2) Fee
==================================================================================================
Common Stock, $0.01 4,500,000 shares(4) $34.75 $156,375,000.00 $41,283
par value, and
associated preferred
stock purchase
==================================================================================================
<FN>
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1 Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
2 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 22, 2000.
3 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.
4 This Registration Statement also covers such additional shares of
common stock as may be issuable pursuant to antidilution provisions.
</FN>
</TABLE>
<PAGE>
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") and the WorldCom, Inc.
401(k) Salary Savings Plan (f/k/a LDDS Salary Savings Plan) (the "Plan") on
November 9, 1993, Registration No. 33-71450, are incorporated by reference into
this Registration Statement.
Item 3. Incorporation Of Certain Documents By Reference
References herein to the Company refer to WorldCom, Inc. and its
subsidiaries, which prior to May 1, 2000, was named MCI WORLDCOM, Inc.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company (formerly Resurgens Communications Group, Inc.
("Resurgens")) under File No. 0-11258 (formerly File No. 1-10415, in the case of
Resurgens) or by the WorldCom, Inc. 401(k) Salary Savings Plan (the "Plan")
under File No. 333-02115 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) WorldCom's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) WorldCom's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2000 and June 30, 2000;
(3) WorldCom's Current Reports on Form 8-K-1 dated April 11, 2000 (filed
April 11, 2000), Form 8-K-2 dated April 11, 2000 (filed April 11, 2000), Form
8-K dated May 16, 2000 (filed May 16, 2000), Form 8-K dated May 19, 2000 (filed
May 22, 2000), Form 8-K dated May 31, 2000 (filed June 12, 2000) and Form 8-K
dated July 13, 2000 (filed July 13, 2000);
(4) the description of WorldCom'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 WorldCom'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 WorldCom'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 by the descriptions contained in our 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 WorldCom's Preferred Stock Purchase Rights contained
in WorldCom's Registration Statement on Form 8-A dated August 26, 1996, as
updated by WorldCom's Current Report on Form 8-K dated May 22, 1997 (filed June
6, 1997);
(6) the description of the WorldCom Series B Convertible Preferred Stock
contained in WorldCom's Registration Statement on Form 8-A dated November 13,
1996; and
(7) the Annual Report on Form 11-K of the Plan for the year ended December
31, 1999.
All documents filed by the Company or the Plan with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, as amended, on or
after the date of this Registration Statement and prior to the termination of
the offering of the securities registered hereby shall be deemed to be
incorporated by reference herein and into the respective prospectus for the Plan
and to be a part hereof and thereof from the date of filing of such documents.
Any statement contained herein or therein or in a document incorporated or
deemed to be incorporated by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or therein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein or
therein 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.
2
<PAGE>
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 any
action taken, or any failure to take any action, as a director, 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 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 non-monetary 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.
Section 14-2-856 of the Georgia Code provides that 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, 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 which 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.
3
<PAGE>
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 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,
subject to the same limitations 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.
The Registrant has submitted the plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the plan.
4
<PAGE>
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 of 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 23, 2000.
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>
Director
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Clifford L. Alexander, Jr.
/s/ James C. Allen Director August 23, 2000
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James C. Allen
/s/ Judith Areen Director August 23, 2000
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Judith Areen
Director
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Carl J. Aycock
/s/ Max E. Bobbitt Director August 23, 2000
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Max E. Bobbitt
Director, President and
Chief Executive Officer
/s/ Bernard J. Ebbers (Principal Executive Officer) August 23, 2000
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Bernard J. Ebbers
5
<PAGE>
/s/ Francesco Galesi Director August 23, 2000
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Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director August 23, 2000
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Stiles A. Kellett, Jr.
/s/ Gordon S. Macklin Director August 23, 2000
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Gordon S. Macklin
/s/ John A. Porter Director August 23, 2000
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John A. Porter
/s/ Bert C. Roberts, Jr. Chairman of the Board August 23, 2000
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Bert C. Roberts, Jr.
/s/ John W. Sidgmore Director August 23, 2000
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John W. Sidgmore
Director and Chief Financial Officer
(Principal Financial Officer and
/s/ Scott D. Sullivan Principal Accounting Officer) August 23, 2000
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Scott D. Sullivan
/s/ Lawrence C. Tucker Director August 23, 2000
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Lawrence C. Tucker
</TABLE>
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
Plan 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 23, 2000.
WorldCom, Inc. 401(k) Salary Savings Plan
By: /s/ Scott D. Sullivan
-----------------------------------
Scott D. Sullivan
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included in Signature Pages)