As filed with the Securities and Exchange Commission on August 23, 2000
Registration Statement No. 333-________
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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.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1521612
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
500 Clinton Center Drive
Clinton, Mississippi 39056
(601) 460-5600
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive office)
Stock Option Agreements dated as of January 15, 1991 and December 14, 1995
(Full Title of the Plan)
P. Bruce Borghardt
WorldCom, Inc.
10777 Sunset Office, 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>
CALCULATION OF REGISTRATION FEE
<CAPTION>
===================================== =================== ======================= ======================== =================
<S> <C> <C> <C> <C>
Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered offering price per aggregate offering registration fee
share(1) price (1)
------------------------------------- ------------------- ----------------------- ------------------------ -----------------
Common Stock, $0.01 par value, and 22,312 shares(3) $35.60 $794,393.76 $210
associated preferred stock purchase
rights(2)
------------------------------------- ------------------- ----------------------- ------------------------ -----------------
<FN>
----------------------
(1) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee. Proposed maximum offering price represents the weighted
average price per share based on the exercise price of stock options issued
under the Plan.
(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 fee.
(3) This Registration Statement also covers such additional shares of Common
Stock as may be issuable pursuant to antidilution provisions.
</FN>
</TABLE>
<PAGE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the Company (formerly Resurgens Communications Group, Inc.
("Resurgens")) 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. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999;
2. Our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2000 and June 30, 2000;
3. Our 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 our common stock set forth in Resurgens'
Registration Statement on Form 8-A dated December 12, 1989 (File No.
1-10415), as updated by the descriptions contained in our Registration
Statement on Form S-4 (File No. 333-16015), as declared effective by
the Securities and Exchange Commission on November 14, 1996, which
includes the Joint Proxy Statement/Prospectus dated November 14, 1996
with respect to our 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 the Company's rights to acquire preferred stock set
forth in our Registration Statement on Form 8-A dated August 26, 1996,
as updated by our 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 the Company or the Plan 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 4: DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
"GBCC") 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
<PAGE>
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 GBCC. 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 GBCC 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 GBCC govern the
indemnification of directors, officers, employees, and agents. Section 14-2-851
of the GBCC 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:
(1) 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 (2) 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 GBCC, a
determination must be made that the director has met the relevant standard of
conduct. Such determination must be made by: (1) a majority vote of a quorum
consisting of disinterested directors; (2) a duly designated committee of
disinterested directors; (3) duly selected special legal counsel; or (4) 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 GBCC 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 GBCC
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 GBCC 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 GBCC 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
<PAGE>
distributions under Section 14-2-832 of the GBCC, or (4) for any transaction in
which the director obtained an improper personal benefit.
Section 14-2-857 of the GBCC 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 GBCC. 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 GBCC to employees and agents.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii)To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or
controlling person of the registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
<PAGE>
SIGNATURES
The Registrant. 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 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 and Scott D. Sullivan, and each of them (with full power to
each of them to act alone), his or her true and lawful attorneys in fact and
agents for him or her and on his or her behalf and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all
registration statements filed pursuant to Rule 462 under the Securities Act of
1933, as amended, 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 or she 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>
Signature Title Date
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<S> <C> <C>
Director
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Clifford L. Alexander, Jr.
/s/ James C. Allen Director August 23, 2000
--------------------------------
James C. Allen
/s/ Judith Areen Director August 23, 2000
--------------------------------
Judith Areen
Director
--------------------------------
Carl J. Aycock
/s/ Max E. Bobbitt Director August 23, 2000
--------------------------------
Max E. Bobbitt
/s/ Bernard J. Ebbers Director, President and August 23, 2000
--------------------------------
Bernard J. Ebbers Chief Executive Officer
(Principal Executive Officer)
/s/ Francesco Galesi Director August 23, 2000
--------------------------------
Francesco Galesi
/s/ Stiles A. Kellett, Jr. Director August 23, 2000
--------------------------------
Stiles A. Kellett, Jr.
/s/ Gordon S. Macklin Director August 23, 2000
--------------------------------
Gordon S. Macklin
/s/ John A. Porter Director August 23, 2000
--------------------------------
John A. Porter
<PAGE>
/s/ Bert C. Roberts, Jr. Director August 23, 2000
--------------------------------
Bert C. Roberts, Jr.
/s/ John W. Sidgmore Vice Chairman of the Board and Director August 23, 2000
--------------------------------
John W. Sidgmore
/s/ Scott D. Sullivan Director and Chief Financial August 23, 2000
--------------------------------
Scott D. Sullivan Officer (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Lawrence C. Tucker Director August 23, 2000
--------------------------------
Lawrence C. Tucker
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
4.1 Second Amended and Restated Articles of Incorporation of
WorldCom, Inc. (including preferred stock designations), as
amended as of May 1, 2000 (incorporated herein by reference
to Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q dated March 31, 2000 (filed May 15, 2000) (File No.
0-11258))
4.2 Restated Bylaws of 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))
4.3 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))
4.4 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 Agent (incorporated herein by reference to
Exhibit 4.2 of the Company's Current Report on Form 8-K
dated May 22, 1997 (filed June 5, 1997) (File No. 0-11258))
5.1 Opinion of Counsel as to the legality of the securities to
be issued
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG LLP
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (included in Signature Pages)
