<PAGE>
As filed with the Securities and Exchange Commission
on February 11, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PRODIGY COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3323363
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
44 South Broadway
White Plains, New York 10601
(Address of Principal Executive Offices) (Zip Code)
1999 Employee Stock Purchase Plan
(Full title of the plan)
Samer F. Salameh
Chairman of the Board and
Chief Executive Officer
Prodigy Communications Corporation
44 South Broadway
White Plains, New York 10601
(Name and address of agent for service)
(914) 448-8000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION> Proposed
Title of Proposed maximum Amount of
securities to be Amount to be maximum offering aggregate registration
registered registered price per share(1) offering price(1) fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 500,000 shares $15.00 $7,500,000 $2,085.00
================================================================================================
</TABLE>
(1) Computed in accordance with Rules 457(c) and (h) under the Securities Act
of 1933 as based upon the Price to Public set forth in the Prospectus,
dated February 10, 1999, relating to the registrant's initial public
offering of Common Stock.
================================================================================
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or given
to participants in the Registrant's 1999 Employee Stock Purchase Plan pursuant
to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $0.01 par
value per share (the "Common Stock"), contained in the Registrant's
registration statement on Form 8-A filed with the Commission under Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
2
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Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
The validity of the shares of Common Stock offered hereby will be passed
upon for the Company by Hale and Dorr LLP, Boston, Massachusetts. A partner of
Hale and Dorr LLP owns 7,500 shares of the Company's Common Stock.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL"), empowers a
Delaware corporation to indemnify any persons who are or are threatened to be
made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. A Delaware corporation may indemnify directors,
officers, employees or agents of the corporation, in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if a director, officer,
employee or agent of the corporation is adjudged to be liable to the corporation
in the performance of such person's duty. Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense
of any action referred to above, the corporation must indemnify such person
against the expenses actually and reasonably incurred by such person.
The Registrant's Certificate of Incorporation, as amended (the
"Certificate"), provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a director, except to the extent the DGCL prohibits such
indemnification. The Certificate also provides for indemnification of any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the Registrant), by reason of such person's position, or by reason of
any action alleged to have been taken or omitted in such person's capacity, if
such person acted in good faith and in a manner he or she reasonably believed to
3
<PAGE>
be in, or not opposed to, the best interests of the Registrant. In addition,
the Registrant maintains insurance policies which provide coverage for its
officers and directors in certain situations where the Registrant cannot
directly indemnify such officers or directors.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
---------------
The following exhibits are filed as part of this Registration Statement:
4.1 Certificate of Incorporation of the Registrant, as amended.
Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-64233).
4.2 By-Laws of the Registrant, as amended. Incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-64233).
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
Item 9. Undertakings
------------
1. The Registrant hereby undertakes (a) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; (b)
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; (c) 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.
4
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2. 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.
3. 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, the
Registrant has been advised that in the opinion of the 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.
5
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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 White Plains, New York, on the tenth day of February,
1999.
Prodigy Communications Corporation
By: /s/ Samer F. Salameh
-----------------------------
Samer F. Salameh
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Prodigy Communications
Corporation hereby severally constitute Samer F. Salameh, David R. Henkel,
Andrea S. Hirsch and David A. Westenberg, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments to
said Registration Statement, and generally to do all such things in our names
and behalf in our capacities as officers and directors to enable Prodigy
Communications Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
6
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Samer F. Salameh Chairman of the Board and February 10, 1999
- -------------------- Chief Executive Officer
Samer F. Salameh (principal executive officer)
/s/ Alfredo Sanchez Vice Chairman of the Board February 10, 1999
- -------------------
Alfredo Sanchez
/s/ David R. Henkel Executive Vice President, February 10, 1999
- ------------------- Finance, Chief Financial
David R. Henkel Officer and Director
(principal financial and
accounting officer)
/s/ Arturo Elias Director February 10, 1999
- ----------------
Arturo Elias
/s/ James M. Nakfoor Director February 10, 1999
- --------------------
James M. Nakfoor
/s/ Russell I. Pillar Director February 10, 1999
- ---------------------
Russell I. Pillar
</TABLE>
7
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description
- --------- -----------
<C> <S>
4.1 Certificate of Incorporation of the Registrant, as amended.
Incorporated by reference to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (File No. 333-64233).
4.2 By-Laws of the Registrant, as amended. Incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1
(File No. 333-64233).
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
8
<PAGE>
EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
February 11, 1999
Prodigy Communications Corporation
44 South Broadway
White Plains, NY
Re: 1999 Employee Stock Purchase Plan
---------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 500,000 shares of Common Stock, $0.01 par value per
share (the "Shares"), of Prodigy Communications Corporation, a Delaware
corporation (the "Company"), issuable under the Company's 1999 Employee Stock
Purchase Plan (the "Plan").
We have examined the Certificate of Incorporation of the Company, as
amended, and the By-Laws of the Company, as amended, and originals, or copies
certified to our satisfaction, of all pertinent records of the meetings of the
directors and stockholders of the Company, the Registration Statement and such
other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the Delaware General Corporation Law statute and the federal laws of
the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
<PAGE>
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Prodigy Communications Corporation (the "Company") on Form S-8 of our report
appearing in Amendment No. 3 to Registration Statement No. 333-64233 on Form S-1
of the Company, which report was dated April 30, 1998, except as to the
information presented under Additional Financing in Notes 8 and 11 for which the
date is September 21, 1998, and to the information presented under Restatement
of Financial Statements in Note 1 for which the date is January 22, 1999, on our
audits of the consolidated financial statements of Prodigy Communications
Corporation as of December 31, 1996 and 1997 and for each of the two years in
the period ended December 31, 1997, and of our report dated September 10, 1998,
on our audits of the consolidated financial statements of Prodigy Services
Company for the year ended December 31, 1995 and the five and one-half month
period ended June 16, 1996.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
February 11, 1999
