As filed with the Securities and Exchange Commission on November 18, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELEGLOBE INC.
(Exact name of registrant as specified in its charter)
Canada 98-0115049
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
1000, rue de La Gauchetiere ouest
Montreal (Quebec)
Canada H3B 4X5
(Address, including zip code,
of Registrant's principal executive offices)
Excelcom, Inc. 1995 Stock Option Plan
Excelcom, Inc. 1997 Director Stock Option Plan
Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
Telco Communications Group, Inc. Amended and Restated 1994 Stock Option Plan
Excel Communications, Inc. 1997 Stock Option Plan
Excel Communications, Inc. 1997 Director Stock Option Plan
(Full title of the plan)
Andre Bourbonnais
1000, rue de La Gauchetiere ouest
Montreal (Quebec)
Canada H3B 4X5
(Name and address of agent for service)
(514) 868-7722
(Telephone number, including area code, of agent for service)
Copies of all notices, orders and communications to:
Philip T. Ruegger III, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount
Title of Amount offering aggregate of
securities to to be price offering registration
be registered registered<F1> per share<F1> price<F2> fee<F3>
<S> <C> <C> <C> <C>
Common Shares . 8,734,146 $26.656 $232,817,396 $64,723
<FN>
<F1> Plus an indeterminate number of additional shares which may be
offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
<F2> Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for
the purpose of calculating the registration fee, based upon the
average of the reported high and low sales prices for a Common Share
on November 13, 1998, as reported on the New York Stock Exchange.
<F3> The registration fee of $64,723 which has been calculated pursuant to
Rule 457(c) and (h) under the Securities Act, has been reduced
pursuant to Rule 457(b) under the Act by $41,005, the fee previously
paid to the Commission on September 3, 1998 pursuant to Section 6(b)
of the Act upon the filing by Teleglobe of its Registration Statement
on Form F-4 (File No. 333-62945) and related materials with the
Commission.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 (the "Securities Act") and the Note
to Part I of Form S-8.
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 by Teleglobe Inc. (the "Company" or "Teleglobe")
are incorporated herein by reference:
(a) The Company's Registration Statement on Form F-4
(file number 333-62945);
(b) The Company's Annual Report on Form 40-F for the
fiscal year ended December 31, 1997 (the "Form 40-F");
(c) Amendment No. 1 to the Form 40-F, dated September 4,
1998;
(d) Amendment No. 2 to the Form 40-F, dated October 9,
1998;
(e) The description of the Company's Common Shares
contained in the Form 40-F; and
(f) The Company's Reports of Foreign Issuer on Form 6-K,
dated May 20, 1998, June 24, 1998, September 3, 1998, October 22,
1998 and November 12, 1998.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this Registration
Statement 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 in this Registration Statement and to be
a part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
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reference herein 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 which also is or is deemed to be incorporated by reference
herein 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.
Item 6. Indemnification of Directors and Officers.
Sections 16 and 17 of the Company's By-Laws provide as follows:
16. Limitation of Liability
No director or officer of the Corporation shall be liable
for the acts, receipts, neglects or defaults of any other director or
officer or employee or for joining in any receipts or other act for
conformity or for any loss or expense happening to the Corporation
through the insufficiency or deficiency of title to any property
acquired by order of the Board for, or on behalf of, the Corporation
or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for
any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the moneys, securities
or effects of the Corporation shall be deposited or from any loss
occasioned by any error of judgment or oversight on his part, or for
any other loss, damage or misfortune whatever which shall happen in
the execution of the duties of his office or in relation thereto
unless the same shall happen through his own wilful act or default.
Nothing herein contained shall relieve any director or officer of the
Corporation from his duty to act in accordance with the Act or from
liability for any breach thereof.
17. Indemnification
The Corporation shall indemnify a director or officer, a
former director or officer, or a person who acts or acted at the
request of the Corporation as a director or officer of a body
corporate of which the Corporation is or was a shareholder or
creditor (or a person who undertakes or has undertaken any liability
on behalf of the Corporation or any such body corporate) and the
heirs, executors, administrators and legal representatives of such
person, from and against all costs, charges and expenses whatsoever,
including all amounts paid to settle an action or satisfy a judgment
sustained or reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a
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party by reason of being or having been a director or officer of the
Corporation or such body corporate if:
(a) he acted honestly and in good faith with a view to
the best interests of the Corporation; and
(b) in the case of a criminal or administrative action
or proceeding that is enforced by a monetary penalty
he had reasonable grounds for believing that his
conduct was lawful.
The Corporation shall, subject to the Act, indemnify such
persons to the same extent in respect of any action by or on behalf
of the Corporation to procure a judgment in favour of the Corporation
to which he is made a party by reason of being or having been a
director or an officer of the Corporation if the aforesaid conditions
(a) and (b) are fulfilled. Subject to the Act, the Corporation shall
indemnify every person who has been substantially successful in the
defense of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having been a
director or officer of the Corporation against all costs, charges and
expenses reasonably incurred by such person in respect of such action
or proceeding.
For greater certainty and without limiting the generality of
the foregoing, the Corporation shall indemnify and save harmless such
persons from and against any liability sustained by them for the
acts, receipts, neglects or defaults of any other director or officer
or employee of the Corporation or for joining in any receipt or act
for conformity or for any loss, damage or expense of the Corporation
arising through the insufficiency or deficiency of title to any
property acquired by order of the Board for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in
or upon which any of the moneys of or belonging to the Corporation
shall be placed out or invested or for any loss or damages arising
from the bankruptcy, insolvency or tortious act of any person, firm
or corporation with whom or which any moneys, securities or effects
shall be lodged or deposited or for any other loss, damage or
misfortune whatsoever which may occur in the execution of the duties
of their office or in relation thereto, if the aforesaid conditions
(a) and (b) are fulfilled. Subject to the Act, the Corporation may
purchase and maintain for the benefit of any person referred to in
this section insurance against any liability incurred by him under
the Act in his capacity as a director or officer of the Corporation.
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The Company maintains directors' and officers' liability insurance
which insures against liabilities that directors and officers of the Company
may incur in such capacity. .
Item 8. List of Exhibits.
4.1 Excelcom, Inc. 1995 Stock Option Plan (incorporated by reference to
Exhibit 4.4 to Excelcom Inc.'s Registration Statement on Form S-8, as
amended, File No. 333-20061).
4.2 Excelcom, Inc. 1997 Director Stock Option Plan (incorporated by
reference to Exhibit 4.5 of Excelcom Inc.'s Registration Statement on
Form S-8, as amended, File No. 333-20061).
4.3 Excelcom, Inc. Director Stock Option Plan with Ronald A. McDougall
(incorporated by reference to Exhibit 4.6 of Excelcom Inc.'s
Registration Statement on Form S-8, as amended, File No. 333-20061).
4.4 Telco Communications Group, Inc. Amended and Restated 1994 Stock
Option Plan (incorporated by reference to Exhibit 10.22 to Telco
Communications Group Inc.'s Registration Statement on Form S-1, as
amended, File No. 333-05857).
4.5 Excel Communications, Inc. 1997 Stock Option Plan (incorporated by
reference to Exhibit 4.4 to Excel Communications, Inc.'s Registration
Statement on Form S-8, File No. 333-38149).
4.6 Excel Communications, Inc. 1997 Director Stock Option Plan
(incorporated by reference to Exhibit 4.5 to Excel Communications,
Inc.'s Registration Statement on Form S-8, File No. 333-38149).
5 Opinion and consent of Martineau Walker, counsel to the
Registrant.
23.1 Consent of Raymond Chabot Grant Thornton
23.2 Consent of Martineau Walker (included in Exhibit 5)
24 Power of Attorney (incorporated by reference to Exhibit 24.1 to
Amendment No. 1 of the Company's Registration Statement on Form F-4
(Commission File No. 333-62945))
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Item 9. Undertakings.
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;
(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 and 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% 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;
(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.
(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.
(4) 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 Section 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 this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
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securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
under Item 6 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 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.
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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 Montreal, Province of Quebec,
Country of Canada, on this 16th day of November, 1998.
TELEGLOBE INC.
By: /s/ Andre Bourbonnais
---------------------------------------
Name: Andre Bourbonnais
Title: Vice President, Legal Affairs and
Corporate
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons in the capacities and on the date indicated.
Signature Capacity
- --------- --------
Principal Executive Officer:
Charles Sirois<F1>
- ------------------------------- Chairman and Chief
Charles Sirois Executive Officer
Principal Financial Officer:
Claude Seguin<F1>
- ------------------------------- Executive Vice-President and
Claude Seguin Chief Financial Officer
Principal Accounting Officer:
Francois Laurin<F1>
- ------------------------------- Vice-President, Finance and
Francois Laurin Corporate Controller
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Directors:
J. Brian Aune<F1>
Derek H. Burney<F1>
J.V. Raymond Cyr<F1>
Bruno Ducharme<F1>
George A. Fierheller<F1>
Pierre MacDonald<F1>
C. Edward Medland<F1>
Jean C. Monty<F1>
Carmand Normand<F1>
Charles Sirois<F1>
H. Arnold Steinberg<F1>
Peter G. White<F1>
Lynton R. Wilson<F1>
<F1>By: /s/ Andre Bourbonnais
-------------------------------
Name: Andre Bourbonnais
(Attorney-in-fact)
November 16, 1998
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Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement on Form S-8 has been signed below by the undersigned, the
Registrant's authorized representative in the United States, on this 16th day
of November, 1998.
TELEGLOBE INTERNATIONAL CORPORATION.
By:/s/ Philip Walker
Name: Philip Walker
Title: Vice-President, Corporate
Development and Regulatory Affairs
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
4.1 Excelcom, Inc. 1995 Stock Option Plan (incorporated
by reference to Exhibit 4.4 to Excelcom Inc.'s
Registration Statement on Form S-8, as amended, File
No. 333-20061)
4.2 Excelcom, Inc. 1997 Director Stock Option Plan
(incorporated by reference to Exhibit 4.5 of Excelcom
Inc.'s Registration Statement on Form S-8, as
amended, File No. 333-20061)
4.3 Excelcom, Inc. Director Stock Option Plan with Ronald
A. McDougall (incorporated by reference to Exhibit
4.6 of Excelcom Inc.'s Registration Statement on Form
S-8, as amended, File No. 333-20061)
4.4 Telco Communications Group, Inc. Amended and Restated
1994 Stock Option Plan (incorporated by reference to
Exhibit 10.22 to Telco Communications Group Inc.'s
Registration Statement on Form S-1, as amended, File
No. 333-05857)
4.5 Excel Communications, Inc. 1997 Stock Option Plan
(incorporated by reference to Exhibit 4.4 to Excel
Communications, Inc.'s Registration Statement on Form
S-8, File No. 333-38149)
4.6 Excel Communications, Inc. 1997 Director Stock Option
Plan (incorporated by reference to Exhibit 4.5 to
Excel Communications, Inc.'s Registration Statement
on Form S-8, File No. 333-38149)
5 Opinion and consent of Martineau Walker, counsel to
the Registrant
23.1 Consent of Raymond Chabot Grant Thornton
23.2 Consent of Martineau Walker (included in Exhibit 5)
24 Power of Attorney (incorporated by reference to
Exhibit 24.1 to Amendment No. 1 of the Company's
Registration Statement on Form F-4, Commission File
No. 333-62945)
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EXHIBIT 5
Martineau Walker Letterhead
November 16, 1998
Teleglobe Inc.
1000, rue de La Gauchetiere ouest
24th Floor
Montreal, Quebec H3B 4X5
Canada
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Teleglobe Inc. (the "Company") with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to Common Shares of the Company (the "Shares"),
which may be issued upon the exercise of options granted or to be granted
pursuant to the (i) Excel Communications, Inc. Employee Ownership Plan, (ii)
Excelcom, Inc. 1995 Stock Option Plan, (iii) Excelcom, Inc. 1997 Director
Stock Option Plan, (iv) Excelcom, Inc. Director Stock Option Plan with Ronald
A. McDougall, (v) Telco Communications Group, Inc. Amended and Restated 1994
Stock Option Plan, (vi) Excel Communications, Inc. 1997 Stock Option Plan and
(vii) Excel Communications, Inc. 1997 Director Stock Option Plan
(collectively, the "Plans").
We examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary for the purposes of this opinion and, upon the
basis of such examination, advise you that in our opinion, all necessary
corporate proceedings by the Company have been duly taken to authorize the
issuance of the Shares upon the exercise of options granted or to be granted
pursuant to the Plan, and that the Shares being registered pursuant to the
Registration Statement, when issued upon the exercise of and payment for
options granted or to be granted under the Plan, in accordance with the terms
of the options and the Plan, will be duly authorized, validly issued, fully
paid and non-assessable.
We are advocates qualified to practice law only in the Province of
Quebec and are not admitted to practice in any other jurisdiction, nor are we
or do we purport to be experts on the laws of any other jurisdiction. The
opinions expressed herein are rendered solely with respect to the laws of the
Province of Quebec and the federal laws of Canada applicable therein.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
/s/ Martineau Walker
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EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Teleglobe Inc., of our reports dated February 8, 1998 and
October 9, 1998, and on the financial statements of Teleglobe Inc., included
in Teleglobe Inc.'s Form 40-F (and the amendments thereto) for the fiscal
year ended December 31, 1997, and to all references to our Firm included in
or made a part of this Registration Statement.
/s/ RAYMOND CHABOT GRANT THORNTON
Montreal, Quebec
November 16, 1998
