<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM S-8 TO REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
TELEGLOBE INC.
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(Exact name of issuer as specified in its charter)
Canada Not applicable
------------------------------- --------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
1000 de la Gauchetiere Street West
24th Floor
Montreal, Quebec, Canada H3B 4X5
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(Address of Principal Executive Offices)
TELEGLOBE INC.
AMENDED AND RESTATED STOCK OPTION PLAN
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(Full title of the plan)
Andre Bourbonnais, Esq.
Vice President, Chief Legal Officer and Corporate Secretary
Teleglobe Inc.
1000 de la Gauchetiere Street West
24th Floor
Montreal, Quebec, Canada H3B 4X5
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(Name and address of agent for service)
Telephone number, including area code, of
agent for service: (514) 868-7722
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount to be Proposed Maximum Proposed Maximum Amount of Fee
Securities to be Registered Offering Price Aggregated
Registered per Share Offering Price
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares, no 8,000,000 shares $29.50 (a) $236,000,000 $65,608 (b)
par value.
- ---------------------------------------------------------------------------------------------------
</TABLE>
(a) Price will be determined according to plan rules, using the market value of
the Common Shares as reported on The New York Stock Exchange.
(b) Filing fee was calculated pursuant to 17 CFR 230.457(c), using a price of
$29.50 which is the closing price of Teleglobe Inc. Common Shares on June 8,
1999, as reported on The New York Stock Exchange, which is within five (5)
business days prior to the date of filing.
<PAGE>
Part II.
Information Required in the Registration Statement.
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents filed by Teleglobe Inc. (the "Company") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement, except to the extent that any
statement or information contained therein is modified, superseded or replaced
by a statement or information contained in any subsequently filed document
incorporated herein by reference:
(a) The Company's Annual Report on Form 40-F for the year ended December
31, 1998;
(b) The Company's Reports of Foreign Issuer on Forms 6-K dated May 20,
1998, as amended by Form 6-K/A dated October 9, 1998, June 15, 1998,
June 24, 1998, August 12, 1998, September 3, 1998, as amended by Form
6-K/A dated October 9, 1998, October 22, 1998, November 10, 1998,
November 13, 1998, December 3, 1998, and May 19, 1999;
(c) The Company's Form F-4 dated September 4, 1998, as amended October 9,
1998; and
(d) The Company's description of its common shares contained in the
registration statement on Form 40-F (file number 333-62945).
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934 (the
"1934 Act") after the date of this registration statement, but prior to the
filing of a post-effective amendment which indicated that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold,
will be deemed to be incorporated by reference herein and to be a part hereof
from the date of such reports or documents.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
The validity of the securities offered hereby has been passed upon for the
Company by Andre Bourbonnais, Esquire, 1000 de la Gauchetiere Street West,
Montreal, Quebec, Canada H3B 4X5. At April 30, 1999, Mr. Bourbonnais held 74,396
common shares of the Company, which includes 73,296 shares which Mr. Bourbonnais
has the right to acquire pursuant to stock options.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 16 and 17 of Teleglobe's By-Laws provide as follows:
"16. Limitation of Liability
<PAGE>
No director or officer of the Corporation ("Corporation" in this Item 6
refers to Teleglobe) 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 willful 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 ("Act" in this Item 6 refers to The Canada Business
Corporation 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 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 favor
<PAGE>
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."
Teleglobe has purchased a policy of insurance for the benefit of itself and the
directors and officers of Teleglobe against liability incurred by the directors
and officers in the performance of their duties. The aggregate amount of
coverage is US$125,000,000 in respect of any and all claims. By the terms of the
policy, in circumstances where a director or officer has a claim against
Teleglobe in respect of a loss covered by the policy, Teleglobe may claim on the
policy for 100% of the loss less the deductible of US$100,000 other than for
securities laws violations and the deductible of US$250,000 for securities laws
violations applicable to a claim which may be indemnified by Teleglobe under the
policy. In addition, where a director or officer has a claim against the
insurers in respect of a loss covered by the policy, the director or officer may
claim on the policy for 100% of the loss.
<PAGE>
Item 8. Exhibits.
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Exhibit No. Description
- ----------- -----------
4(a) Certificate of Amalgamation of the Company
(incorporated by reference to the Company's
Form S-8, filed June 9, 1999, File Number 333-
80323).
4(b) By-laws of Company, as amended (incorporated
by reference to the Company's Form S-8, filed
June 9, 1999, File Number 333-80323).
4(c) Teleglobe Inc. Amended and Restated Stock
Option Plan (filed herewith).
5 Opinion of Counsel re: Legality.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in Exhibit 5).
Item 9. Undertakings.
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(a) The undersigned Company 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 "1933 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;
(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
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<PAGE>
(a)(1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section
13 or Section 15(d) of the 1934 Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the 1933 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 there of.
(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) To file a post-effective amendment to the registration statement to include
any Financial Statements required by Rule 3-19 of Item 512 of Regulation 5-
K a the start of any delayed offering o throughout a continuous offering.
(b) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 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 1933 Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company 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 Company 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 1933 Act and
will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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Pursuant to the requirements of the 1933 Act, 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, Canada on this 10th day of June, 1999.
TELEGLOBE INC.
By:/s/Charles Sirois
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Charles Sirois, Chairman and Chief
Executive Officer
Pursuant to the requirements of the 1933 Act, this registration statement
has been signed by the following persons in the capacities indicated on this
10th day of June, 1999.
SIGNATURE TITLE
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/s/Kenny A. Troutt Vice Chairman, President,
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Kenny A. Troutt Chief Operating Officer and
Director
/s/Claude Sequin Principal Financial Officer
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Claude Sequin
/s/Francois Laurin Principal Accounting Officer
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Francois Laurin
/s/Derek H. Burney Director
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Derek H. Burney
/s/Bruno Ducharme Director
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Bruno Ducharme
/s/A. Michael Hainsfurther Director
- --------------------------
A. Michael Hainsfurther
/s/John A. MacDonald Director
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John A. MacDonald
/s/T. Allen McArtor Director
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T. Allen McArtor
/s/C. Edward Medland Director
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C. Edward Medland
/s/Jean C. Monty Director
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Jean C. Monty
/s/Marvin Moses Director
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Marvin Moses
/s/Carmand Normand Director
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Carmand Normand
/s/Gregory S. Oliver Director
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Gregory S. Oliver
/s/Stephen R. Smith Director
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Stephen R. Smith
/s/H. Arnold Steinberg Director
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H. Arnold Steinberg
/s/John M. Zrno Director
- ---------------
John M. Zrno
<PAGE>
Exhibit 4(c)
The Teleglobe Inc. Amended and Restated Stock Option Plan
TELEGLOBE INC.
STOCK OPTION PLAN
AS AMENDED AND RESTATED
1. Purpose of the Plan
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The purpose of the Plan is (i) to create an incentive for Eligible Participants
to join and remain in the employ of Teleglobe and/or its Subsidiaries, (ii) to
encourage such Eligible Participants to work towards and participate in the
growth and development of Teleglobe and its Subsidiaries, (iii) to provide the
Eligible Participants with the opportunity to acquire an ownership interest in
Teleglobe, and (iv) to enhance Teleglobe's long term performance.
2. Definitions
-----------
For the purposes of the Plan, the terms defined below shall have the following
meaning:
"Appreciation Period" shall mean the period from the date of the Grant of a
Share Appreciation Right to the date of its expiry, as specified by the Board
pursuant to Section 7.3.
"Board" shall mean the Board of Directors of Teleglobe.
"Change of Control" shall mean:
(i) the acquisition by any person or entity, or any persons or
entities acting jointly or in concert, whether directly or
indirectly, of voting securities of Teleglobe which, together
with all other voting securities of Teleglobe held by such
persons or entities, constitute, in the aggregate, either (a)
fifty percent (50%) or more of all outstanding voting securities
of Teleglobe, or (b) forty percent (40%) or more of all
outstanding voting securities of Teleglobe and is followed
within twenty-four (24) months by changes of the members of the
Board resulting in a change of the majority of the Board;
(ii) an amalgamation, arrangement or other form of business
combination of Teleglobe with another entity which results in
the holders of voting securities of that other entity holding,
in the aggregate, either (a) fifty percent (50%) or more of all
outstanding voting securities of the entity resulting from the
business combination, or (b) forty percent (40%) or more of all
outstanding voting securities of the entity resulting from the
business combination and is followed within twenty-four (24)
months by changes of the members of the Board resulting in a
change of the majority of the Board;
(iii) any event or series of events (which event or series of events
may include, without limitation, a proxy fight or proxy
solicitation with respect to the election of directors of
Teleglobe made in opposition to the nominees recommended by the
Continuing Directors during any period of twenty-four (24)
consecutive months) as a result of which a majority of the
members of the Board consists of individuals other than
Continuing Directors; or
(iv) the sale, lease or exchange of all or substantially all of the
property of Teleglobe to another person or entity, other than in
the ordinary course of business of Teleglobe to any of its
Subsidiaries.
"Code" shall mean the United States Internal Revenue Code of 1986, as amended.
"Committee" shall mean the Compensation and Human Resources Committee of the
Board, or such other committee of the Board performing similar functions to
which the authority to administer the Plan, in whole or in part, has been
delegated by the Board.
<PAGE>
"Continuing Directors" shall mean with respect to any period of twenty-four (24)
consecutive months, (a) any members of the Board on the first (1st) day of such
period, (b) any members of the Board elected after the first (1st) day of such
period at any annual meeting of shareholders who were nominated by the Board or
a committee thereof, if a majority of the members of the Board or such committee
were Continuing Directors at the time of such nomination, and (c) any members of
the Board elected to succeed Continuing Directors by the Board or a committee
thereof, if a majority of the members of the Board or such committee were
Continuing Directors at the time of such election.
"Disability" shall mean a physical or mental impairment sufficient to make the
Eligible Participant eligible for benefits under a long-term disability program
of Teleglobe or of any of its Subsidiaries, or if the Optionholder is not
covered by such a program, as determined by the Board.
"Dismissal for Cause" shall mean termination of employment for (a) theft or
embezzlement of the property of Teleglobe or any of its Subsidiaries; (b) fraud
or other wrongdoing against Teleglobe or any of its Subsidiaries; (c) a
conviction of a crime of moral turpitude; (d) receipt of consideration or
acceptance of benefits from, or the participation in business activities with,
persons doing business with Teleglobe or any of its Subsidiaries or an
affiliate, in violation of the business ethics policy of Teleglobe; (e)
malicious destruction of the property of Teleglobe or any of its Subsidiaries;
(f) improper disclosure of trade secrets of Teleglobe or any of its
Subsidiaries; (g) actively engaging in or working for a business in direct
competition with Teleglobe or any of its Subsidiaries while employed by
Teleglobe or any of its Subsidiaries; or (h) such other reason as the Board may
determine. Teleglobe will determine whether a termination of employment has
occurred by reason of Dismissal for Cause, and will notify the Board of such a
determination.
"EBITDA" shall mean earnings before interest expenses, taxes, depreciation,
amortization and other non-cash items;
"Eligible Participants" shall mean the officers and key employees of Teleglobe
or any of its Subsidiaries determined by the Board to be eligible to receive
Grants under the Plan.
"Grant" shall mean an award of a number of Options, Share Appreciation Rights,
Restricted Shares or Incentive Share Units, as the case may be, granted to an
Eligible Participant at any time in accordance with Sections 5, 7, 8 or 9
hereof, as the case may be.
"Grant Date" shall mean the date on which an Option is granted as determined in
accordance with the provisions of Section 5.1.
"Grantee" shall mean any Eligible Participant who has been granted Share
Appreciation Rights, Restricted Shares or Incentive Share Units under the Plan.
"Incentive Stock Option" shall mean an Option which qualifies for special U.S.
Federal income tax treatment and is designated by the Board as an Incentive
Stock Option within the meaning of Section 422 of the Code.
"Incentive Share Unit" shall mean a right granted to an Eligible Participant to
receive Shares, as provided in Section 9.
"Market Value" of a Share shall mean, where the Market Value needs to be
determined for an Optionholder or a Grantee in Canadian dollars, the weighted
average of the trading prices of the Shares on The Montreal Exchange and The
Toronto Stock Exchange on the last five (5) trading days preceding the date on
which such value needs to be determined, or it shall mean, where the Market
Value needs to be determined for an Optionholder or a Grantee in U.S. dollars,
the weighted average of the trading prices of the Shares on the New York Stock
Exchange on the last five (5) trading days preceding the date on which such
value needs to be determined.
"Option" shall mean an option granted pursuant to Section 5 hereof to purchase a
Share and shall include an Incentive Stock Option.
"Option Agreement" shall have the meaning ascribed thereto in Section 5.
"Option Period" shall mean the period during which an Option granted under the
Plan may be exercised as determined in accordance with the provisions of Section
5.3.
"Optionholder" shall mean an Eligible Participant to whom a Grant of Options has
been made pursuant to Section 5 hereof.
<PAGE>
"Plan" shall mean the Teleglobe Inc. Amended and Restated Stock Option Plan as
set forth herein and as may be amended from time to time.
"Plan Agreements" shall have the meaning ascribed thereto in Section 6 hereof.
"Restricted Share" shall mean a right granted to an Eligible Participant to
acquire Shares, as provided in Section 8.
"Retirement" shall mean retirement in accordance with the provisions of any
pension or retirement plan of Teleglobe or of any of its Subsidiaries covering
the Optionholder or the Grantee, as the case may be (a "Pension Plan"),
retirement pursuant to a special pension arrangement entered into by Teleglobe
or any of its Subsidiaries and an Optionholder or a Grantee, as the case may be,
and applicable in lieu of, or in addition to a Pension Plan, or shall have the
meaning ascribed thereto by the Board in any Option Agreement or Plan Agreement,
as the case may be.
"Share Appreciation Right" shall mean a right granted to an Eligible Participant
to receive a payment in the form of cash or Shares, as provided in Section 7.
"Shares" shall mean the common shares of Teleglobe and "Share" shall mean one of
such common shares, which common shares are subject to adjustments and
modifications provided for in Section 12.
"Subsidiary" or "Subsidiaries" shall have the meaning ascribed thereto in the
Canada Business Corporations Act, R.S.C. 1985, c.C-44, as amended.
"Teleglobe" shall mean Teleglobe Inc. or its successors.
"U.S. Securities Act" shall mean the U.S. Securities Act of 1934, as amended.
3. Administration
--------------
The Plan will be administered by the Board. The Board may, in its sole
discretion, determine, by resolution describing in details the terms of such
delegation, delegate (i) to the Committee (which Committee will consist of not
less than three (3) members of the Board) or (ii) to the Chairman of Teleglobe,
in whole or in part, its administrative duties with respect to the Plan.
Notwithstanding the foregoing, the Board shall not be entitled to delegate to
the Chairman of Teleglobe the authority to grant Options to himself or herself,
as the case may be. If the Committee or the Chairman of Teleglobe is appointed
to administer the Plan or a portion thereof, all relevant references in this
Plan to the Board will be deemed to be references to the Committee or to the
Chairman of Teleglobe, as the case may be. Subject to the terms and conditions
of the Plan, the Board has the authority, without limitation, to:
(i) determine which Eligible Participants are to be granted Options to
purchase Shares or other types of Grants pursuant to the terms of the
Plan;
(ii) grant Options or other types of Grants to Eligible Participants and
determine the number of Shares to be issued pursuant to such Options or,
as the case may be, the number of the other types of Grants provided for
in the Plan;
(iii) determine the terms under which Options and the other types of Grants are
granted;
(iv) prescribe the form of Option Agreement and Plan Agreement;
(v) prescribe the form of notice from an Optionholder to Teleglobe giving
notice of the exercise or partial exercise of an Option previously
granted to the Optionholder;
(vi) interpret the Plan, the Option Agreements or the Plan Agreements,
determine all questions arising out of and resolve any dispute regarding
the Plan, the Option Agreements or the Plan Agreements and any Grants
pursuant to the Plan;
(vii) subject to any required regulatory or shareholder approval, amend,
suspend or terminate the Plan in whole or in part at any time;
(viii) prescribe, amend and rescind rules and regulations relating to the Plan;
(ix) adopt any rules, procedures or methods of exercise as permitted by law
and deemed necessary or convenient to the administration of the Plan; and
<PAGE>
(x) otherwise administer the Plan in any manner consistent with applicable
laws, rules and regulations.
To the extent required for transactions under the Plan to qualify for exemptions
available under Rule 16b-3 promulgated under the U.S. Securities Act, the Board
shall delegate its authority to the Committee and each member of the Committee
will be a "disinterested person" within the meaning of Rule 16b-3. To the extent
required for compensation realized from Grants under the Plan to be deductible
by Teleglobe or any of its Subsidiaries pursuant to Section 162(m) of the Code,
the members of the Committee will be "outside directors" within the meaning of
Section 162(m) of the Code.
The determination by the Board on all matters relating to the Plan, any Option
Agreement or any Plan Agreement will be conclusive and binding on Teleglobe, the
Eligible Participants, the Optionholders, the Grantees and all other affected
persons.
No member of the Board or of the Committee or, to the extent applicable, the
Chairman will be liable for any action or determination made in good faith with
respect to the Plan, the Option Agreements, the Plan Agreements or any Grant
under the Plan.
4. Shares Reserved
---------------
The maximum number of Shares that are issuable under the Plan is sixteen million
(16,000,000) subject to adjustment under Section 12. The maximum number of
Shares that may be reserved for issuance to any one Eligible Participant
pursuant to any Grant under the Plan and any other compensation arrangements is
five percent (5%) of the aggregate number of Shares in the capital of Teleglobe
outstanding at the time of reservation. Notwithstanding the foregoing but
subject to the adjustment under Section 12, no more than fifteen million
(15,000,000) Shares will be issued upon the exercise of Options and no more than
one million (1,000,000) Shares will be issued for Restricted Shares under
Section 8.1 and/or upon the exercise of Share Appreciation Rights and/or
Incentive Share Units under Sections 7.1 and 9.1, respectively.
5. Terms and Conditions of Options
-------------------------------
The Options covered by a Grant shall be evidenced by a written agreement (the
"Option Agreement") and by such other instrument, in such form as the Board
shall from time to time approve. Upon the Grant of an Option, Teleglobe will
deliver to the Optionholder an Option Agreement containing the terms of the
Option and executed by Teleglobe, and upon delivery to Teleglobe of the Option
Agreement executed by the Optionholder, such Optionholder will be a participant
in the Plan and have the right to purchase the Shares on the terms set out in
the Option Agreement and in the Plan. Except as provided herein, the Option
Agreement cannot be modified without the consent of the Optionholder. In the
event any provision of the Option Agreement and the Plan conflict, the
provisions of the Plan will govern.
5.1 Eligibility
-----------
Options may be granted by the Board to any Eligible Participant, subject to the
limitations set forth in Article 4. The Grant Date is determined by the Board
at the time of Grant and may be on or after the date that the Board resolves to
grant the Option.
5.2 Exercise Price
--------------
The price per Share at which Shares may be subscribed for by an Optionholder for
any Option will be determined by the Board at the time of Grant but shall not be
lower than the Market Value of a Share as of the Grant Date.
5.3 Expiry Date
-----------
Subject to the provisions of Sections 5.4 and 5.5, the Board shall, from time to
time, determine the Option Period which Option Period shall not exceed ten (10)
years from the Grant Date.
5.4 Exercise Schedule
-----------------
<PAGE>
(A) The Board shall prescribe the date or dates upon which all or a
portion of the Options become exercisable and may establish performance
criteria which must be met by Teleglobe and/or its Subsidiaries in order
for all or a portion of the Options to become exercisable. Subject to
Section 5.4B), and unless the Board otherwise provides, any Option or
portion thereof that is not exercisable at the time an Optionholder ceases
to be a director, an officer or an employee of Teleglobe for any reason
shall be cancelled.
(B) Notwithstanding the foregoing:
(i) the Board shall have the power to accelerate the time at which an
Option may first be exercised or the time during which an Option or
any part thereof will become exercisable including, without
limitation, prior to or in connection with a Change of Control or in
the event an Optionholder dies or his or her employment with
Teleglobe or one of its Subsidiaries is terminated due to Disability;
(ii) if, in either case within eighteen (18) months of a Change of
Control, an Optionholder resigns after a significant change in his or
her employment conditions or if the employment of an Optionholder is
terminated for any reason other than (y) a Dismissal for Cause, or
(z) a voluntary termination other than after a significant change in
his or her employment conditions, all Options held by such
Optionholder, whether exercisable or not exercisable at such time
shall become exercisable and may be exercised during the period
ending ninety (90) days after such resignation or termination.
5.5 Early Expiry
------------
(A) Right to Exercise in the Event of Termination of Employment
Any Option exercisable at the time an Optionholder ceases to be a director, an
officer or an employee of Teleglobe or its Subsidiaries for any reason other
than death, Retirement or termination of his or her employment as a result of
Disability shall expire on a date which is the earlier of (i) the end of the
Option Period relating to such Option would otherwise expire or (ii) thirty (30)
days after the date on which the Optionholder ceases to be a director, an
officer or an employee of Teleglobe or its Subsidiaries (or such other date as
determined by the Board which date shall not be less than thirty (30) days and
not more than one hundred and eighty (180) days after the date on which the
Optionholder ceases to be a director, an officer or an employee of Teleglobe or
its Subsidiaries).
(B) Right to Exercise in the Event of Disability
Unless the Board otherwise provides, in the event of the termination of the
employment of an Optionholder by reason of Disability, the Optionholder, or his
or her legal representative, may exercise the Options covered by any Grant of
Options to the Optionholder to the extent that such Options were exercisable on
the day of the termination of employment by reason of Disability, within twelve
(12) calendar months from the date of such termination, but in any event no
later than the end of the Option Period relating to such Options.
(C) Right to Exercise in the Event of Death
Unless the Board otherwise provides, in the event of death of an Optionholder,
either while in the employment of Teleglobe or any of its Subsidiaries or within
twenty-four (24) calendar months (or such other period provided for under
Section 5.5D)) after Retirement, the Optionholder's estate may exercise the
Options covered by any Grant to the Optionholder to the extent such Options were
exercisable on the day of the Optionholder's death, within twelve (12) calendar
months from the day of the Optionholder's death, but in any event no later than
the end of the Option Period relating to such Options. The Optionholder's estate
shall include only the executors or administrators of such estate or any person
or persons who shall have acquired the right to exercise such Options directly
from the Optionholder by bequest or inheritance and who deliver evidence of such
status to Teleglobe.
(D) Right to Exercise in the Event of Retirement
In the event of Retirement of an Optionholder, the Optionholder may exercise the
Options covered by any Grant to the extent such Options were exercisable on the
Optionholder's date of Retirement within twenty-four (24) calendar months from
the date of such Retirement, but in any event no later than the end of the
Option Period relating to such Options.
<PAGE>
5.6 Method of Exercise
------------------
Subject to the provisions of Sections 11 and 15, Options may be exercised, in
whole or in part, upon the Optionholder giving a notice to the person or entity
appointed from time to time by the Board to receive notices pursuant to the
terms hereof. However, the Board may at any time and from time to time, whether
before or after the exercise or purported exercise of any Option, determine in
its sole discretion that the election to exercise such Option may be made only
during such period(s), if any, as the Board may determine.
Any notice of exercise of an Option will be accompanied by payment of the full
purchase price for the Shares being purchased. Payment may be made (i) by
cashier's or certified check payable to Teleglobe, or (ii) by delivery of
certificate(s), duly endorsed to or surrendered pursuant to Teleglobe's
attestation procedure, representing Shares with a Market Value on the date of
receipt by Teleglobe of the notice of exercise equal to part or all of the
purchase price, together with a cashier's or certified check for any balance due
to Teleglobe, or (iii) at the discretion of the Board and to the extent
permitted by law, by such other method, as the Board may from time to time
prescribe. Teleglobe will deliver to the Optionholder certificate(s) for Shares
issuable upon exercise of an Option as soon as practicable after receipt of
payment for such Shares. If the method of payment employed by the Optionholder
so require, the Optionholder may direct Teleglobe to deliver the certificate to
the Optionholder's stockbroker. In addition, if an Optionholder's transactions
are not subject to Section 16 of the U.S. Securities Act, upon exercise of
Options other than Incentive Stock Options, the Optionholder may direct
Teleglobe to issue Shares to family members, trusts or charities.
5.7 Incentive Stock Options
-----------------------
Notwithstanding anything herein to the contrary (including the right of the
Board to accelerate the right of an Optionholder to exercise all or any part of
the Options covered by a Grant), the following special provisions shall apply to
Incentive Stock Options:
(i) the aggregate Market Value (determined on the Grant Date) of the Share(s)
with respect to which Incentive Stock Options are first exercisable by an
Eligible Participant during any calendar year shall not exceed One Hundred
Thousand U.S. dollars (U.S.$100,000), or such other limit as may be
established from time to time under Section 422 of the Code, and any
Option exceeding such limit will be treated as Options which are not
Incentive Stock Options;
(ii) there shall be an obligation on any Optionholder who disposes of a Share
acquired on the exercise of an Incentive Stock Option by sale or exchange
either (A) within two (2) years after the Grant Date in respect of the
Incentive Stock Option under which the Share was acquired, or (B) within
one (1) year after the acquisition of such Share, to notify Teleglobe of
such disposition and of the amount realized upon such disposition; and
(iii) the instrument evidencing the Incentive Stock Options covered by a Grant
shall contain such limitations and restrictions upon the grant or exercise
of Incentive Stock Options as shall be necessary in order that such
Incentive Stock Options be Incentive Stock Options under Section 422 of
the Code and may contain such other terms not inconsistent with the terms
and conditions contained in this paragraph or with the provisions of
Section 422 of the Code, as the Board may determine.
5.8 Impact on the Reserved Shares
-----------------------------
Any Shares subject to an Option that expires, is cancelled or terminates without
having been fully exercised may be subject to a further Option. No fractional
Shares may be issued under the Plan.
6. Terms and Conditions of Other Grants
------------------------------------
In addition to the Grants of Options, Teleglobe may make other Grants under the
Plan in the form of Share Appreciation Rights, Restricted Shares and Incentive
Share Units. Such other Grants under the Plan will be evidenced by written
agreements (the "Plan Agreements") which will contain such provisions as the
Board may in its sole discretion deem necessary or desirable.
<PAGE>
7. Share Appreciation Rights
-------------------------
7.1 Eligibility and Exercise
------------------------
The Board may grant a Share Appreciation Right on such terms and conditions
(including, without limitation, the exercise price of each such Share
Appreciation Right) as the Board will from time to time determine, subject to
the limitations set forth in Article 4. The Grantee of a Share Appreciation
Right will, subject to the terms and conditions of the Plan and the applicable
Plan Agreement, have the right to exercise such Share Appreciation Right during
the Appreciation Period by surrender to Teleglobe for cancellation of all or a
portion of the rights granted under the Plan, but only to the extent that such
rights are then exercisable.
7.2 Rights Exercise Price and Payment
---------------------------------
The Grantee will be paid for each Share Appreciation Right exercised in
accordance with Section 7.1 an amount equal to all or a portion of the excess
(if any) of (i) the aggregate Market Value of the Shares subject to the Share
Appreciation Rights or portion thereof surrendered (determined as of the date of
exercise of such Share Appreciation Rights) over (ii) the aggregate exercise
price of the Shares subject to the Share Appreciation Rights or portion thereof
surrendered as determined in the relevant Plan Agreement. Any payment due upon
exercise of a Share Appreciation Right will be made (i) in cash, (ii) in Shares
(valued at the Market Value thereof as of the date of exercise), or (iii) partly
in cash and partly in Shares, all as determined by the Board in its sole
discretion. In the event that the Board will determine to make such payment, in
whole or in part, in Shares, no fractional Shares will be issued and no payments
will be made in lieu of fractional Shares.
7.3 Appreciation Period and Vesting Criteria
----------------------------------------
The Appreciation Period in respect of a particular Grant shall be specified by
the Board, but in all cases shall end no later than the day preceding the tenth
(10th) anniversary of the date of the Grant. The Board shall prescribe the date
or dates upon which all or a portion of the Share Appreciation Rights become
exercisable and may establish any performance criteria which must be met by
Teleglobe and/or any of its Subsidiaries in order for all or a portion of the
Share Appreciation Rights to become exercisable.
7.4 Method of Exercise for Shares
-----------------------------
Section 5.6 shall apply mutatis mutandis to the Grantee who exercises Share
Appreciation Rights for Shares.
7.5 Termination of Employment
-------------------------
Any Share Appreciation Right exercisable at the time a Grantee ceases to be a
director, an officer or an employee of Teleglobe or its Subsidiaries for any
reason other than death, Retirement or termination of his or her employment as a
result of Disability, shall expire on a date which is the earlier of (i) the
date on which the Appreciation Period ends or (ii) thirty (30) days after the
date on which the Grantee ceases to be a director, an officer or an employee of
Teleglobe or its Subsidiaries (or such other date as determined by the Board
which date shall not be less than thirty (30) days and not more than one hundred
and eighty (180) days after the date on which the Grantee ceases to be a
director, an officer or an employee of Teleglobe or its Subsidiaries).
7.6 Disability
----------
Unless the Board otherwise provides, in the event of the termination of the
employment of a Grantee of Share Appreciation Rights by reason of Disability,
the Grantee or his or her legal representative may exercise the Share
Appreciation Rights covered by any Grant of Share Appreciation Rights to the
Grantee to the extent that such Share Appreciation Rights were exercisable on
the day of the termination of employment by reason of Disability, within twelve
(12) calendar months from the date of such termination, but in any event no
later than the end of the Appreciation Period relating to such Share
Appreciation Rights.
7.7 Death
-----
Unless the Board otherwise provides, in the event of death of a Grantee of Share
Appreciation Rights, either while in the
<PAGE>
employment of Teleglobe or any of its Subsidiaries or within twenty-four (24)
calendar months (or such other period provided for under Section 7.8) after
Retirement, the Grantee's estate may exercise the Share Appreciation Rights
covered by any Grant to the Grantee to the extent that such Share Appreciation
Rights were exercisable on the day of the Grantee's death within twelve (12)
calendar months from the day of the Grantee's death, but in any event no later
than the end of the Appreciation Period relating to such Share Appreciation
Rights. The Grantee's estate shall include only the executors or administrators
of such estate or any person or persons who shall have acquired the right to
exercise such Share Appreciation Rights directly from the Grantee by bequest or
inheritance and who deliver evidence of such status to Teleglobe.
7.8 Retirement
----------
In the event of Retirement of a Grantee of Share Appreciation Rights, the
Grantee may exercise the Share Appreciation Rights covered by any Grant to the
extent that such Share Appreciation Rights were exercisable on the Grantee's
date of Retirement within twenty-four (24) calendar months from the date of such
Retirement, but in any event no later than the end of the Appreciation Period
relating to such Share Appreciation Rights.
7.9 Impact on the Reserved Shares
-----------------------------
Upon the Grant of a Share Appreciation Right, the number of Shares provided for
in Section 4 available for issuance under the Plan will be reduced by a number
equal to the number of Share Appreciation Rights so granted. If such Share
Appreciation Rights are exercised, in whole or in part for cash, or if such
Share Appreciation Rights expire or are cancelled without being exercised, then
that number of Shares covered by such Share Appreciation Rights exercised for
cash or cancelled Share Appreciation Rights will become eligible for issuance
under the Plan.
8. Restricted Shares
-----------------
8.1 Grant and Eligibility
---------------------
The Board may grant Restricted Shares entitling the Eligible Participant to
acquire Shares. Restricted Share Grants may be made independently or in
connection with any other Grant under the Plan. Notwithstanding the limits set
forth in Section 4, no more than twenty thousand (20,000) Restricted Shares will
be granted to any Eligible Participant in any calendar year.
8.2 Rights of the Grantee and Restriction on Transfer
-------------------------------------------------
Teleglobe will issue a certificate for the Shares subject to the Restricted
Shares, and the Grantee will thereupon have all the rights of a shareholder with
respect to the Restricted Shares including voting and dividend rights, subject
to the non-transferability restrictions and forfeiture provisions, and subject
to any other conditions contained in the applicable Plan Agreements. Unless the
Board determines otherwise, certificates evidencing Restricted Shares will
remain in the possession of Teleglobe until such Restricted Shares are free of
any restrictions specified under the applicable Plan Agreements. Restricted
Shares may not be sold, assigned, transferred, pledged or otherwise encumbered
or disposed of except as specifically provided herein.
8.3 Vesting Criteria
----------------
At the time of Grant, the Board will specify the date or dates (which may depend
upon or be related to the attainment of performance goals and other conditions
as specified in the Plan Agreement) on which the non-transferability and the
forfeiture provisions of the Restricted Share will lapse. If the Grantee's
compensation is subject to the deductibility limitations of Section 162(m) of
the Code, then the performance goals will be based upon one or more of the
following factors: revenue, operating income, EBITDA; return on equity, return
on assets and economic value added; or performance of a Subsidiary or other
business unit of Teleglobe on such items, provided that the Grantee is a senior
executive officer of such Subsidiary or other business unit. Revenue, operating
income, EBITDA, return on equity, return on assets and economic value added may
be calculated for purposes of the Plan without regard to (i) losses from
discontinued operations; (ii) extraordinary gains or losses (as defined by
generally accepted accounting principles); and (iii) the cumulative effect of
changes in accounting principles. The Board will have the sole right to set the
targets using all or some of these factors using their reasonable business
judgement and to determine whether the performance goals
<PAGE>
and other conditions have been met.
8.4 Early Termination and Impact on the Reserved Shares
---------------------------------------------------
If the Grantee ceases to be a director, an officer or an employee of Teleglobe
or its Subsidiaries for any reason, before the lapse of restrictions set forth
in the applicable Plan Agreement, the Shares representing the Restricted Shares
will be cancelled and the Grantee's rights in such Shares will be extinguished.
Upon the Grant of a Restricted Share, the number of Shares provided for in
Section 4 available for issuance under the Plan will be reduced by a number
equal to the number of Restricted Shares so granted. If such Restricted Shares
expire, terminate or are cancelled without being exercised, then that number of
Shares covered by such expired, terminated or cancelled Restricted Shares will
become eligible for issuance under the Plan.
9. Incentive Share Units
---------------------
9.1 Grant and Eligibility
---------------------
The Board may grant Incentive Share Units, each of which will entitle the
Grantee to receive one (1) Share at the maturity date specified in such Grant.
At the maturity date applicable to a Grant of Incentive Share Units, Teleglobe
will transfer to the Grantee one (1) fully paid and non assessable Share for
each such Incentive Share Unit. Incentive Share Unit Grants may be made
independently of or in connection with any other Grant under the Plan.
Notwithstanding the limits set forth in Section 4, no more than twenty thousand
(20,000) Incentive Share Units will be granted to any Eligible Participant in
any calendar year.
9.2 Vesting Criteria
----------------
At the time of Grant, the Board will specify the maturity date or dates (which
may depend upon or be related to the attainment of performance goals and other
conditions as specified in the Plan Agreement) on which the Incentive Share
Units will become fully vested and non-forfeitable. If the Grantee's
compensation is subject to the deductibility limitations of Section 162(m) of
the Code, then the performance goals will be based upon one or more of the
following factors: revenue, operating income and EBITDA; return on equity,
return on assets and economic value added; or performance of a Subsidiary or
other business unit of Teleglobe on such items, provided that the grantee is a
senior executive officer of such Subsidiary or other business unit. Revenue,
operating income, EBITDA, return on equity, return on assets and economic value
added may be calculated for purposes of the Plan without regard to (i) losses
from discontinued operations; (ii) extraordinary gains or losses (as defined by
generally accepted accounting principles); and (iii) the cumulative effect of
changes in accounting principles. The Board will have the sole right to set the
targets using all or some of these factors using their reasonable business
judgement and to determine whether the performance goals and other conditions
have been met and therefore whether the Incentive Share Units are vested and
non-forfeitable.
9.3 Early Termination and Impact on the Reserved Shares
---------------------------------------------------
If the Grantee ceases to be a director, an officer or an employee of Teleglobe
or its Subsidiaries for any reason, before the maturity date of an Incentive
Share Unit, the Grantee's rights in such Incentive Share Unit and underlying
Shares will be extinguished. Upon the Grant of Incentive Share Units, the number
of Shares provided for in Section 4 available for issuance under the Plan will
be reduced by a number equal to the number of Incentive Shares Units so granted.
If such Incentive Share Units expire, terminate or are cancelled without being
exercised, then that number of Shares covered by such expired, terminated or
cancelled Incentive Share Units will become eligible for issuance under the
Plan.
10. Non-Transferability
-------------------
No Grant to any Eligible Participant under the Plan or under any Option or Plan
Agreement will be assignable, transferable or pledged, except by will or by the
laws of descent and distribution or as otherwise may be permitted, from time to
time, by applicable securities legislation, rules and regulations. The Board
may however, in its sole discretion, allow for the transferability of Options
(other than Incentive Stock Options) by the Optionholder to:
(i) the spouse of the Optionholder;
<PAGE>
(ii) a minor child or minor grandchild of the Optionholder; or
(iii) a trust, of which at least one (1) of the trustees is the Optionholder and
the beneficiaries of which are one (1) or more of the persons referred to
in (i) and (ii) above,
if such transfer is made without consideration.
Any Option (other than Incentive Stock Options) that are transferable are
further conditioned on the Optionholder and the persons or entities referred to
in (i) through (iii) above agreeing to abide by Teleglobe's then current option
transfer guidelines. During the life of the Eligible Participant, all rights
granted to the Eligible Participant under the Plan or under any Option or Plan
Agreement will be exercisable only by him or her or by his or her guardian or
legal representative. Any such transfer shall be subject, as the case may be, to
the appropriate regulatory approval.
11. Rights Terminated if Dismissal for Cause
----------------------------------------
Notwithstanding any other provision of this Plan, in the event an Eligible
Participant's employment is terminated by reason of Dismissal for Cause, all
Grants to him or her under the Plan, whether for Options, Share Appreciation
Rights, Restricted Shares or Incentive Share Units, will expire on the day
immediately preceding the date of termination of employment, and will as of such
day no longer be exercisable or vested to any extent whatsoever.
12. Modifications
-------------
In the event of the subdivision, consolidation, reclassification or other change
to the Shares, the Plan and the Options granted pursuant thereto, whether
granted prior to or after such modification, shall be deemed to be changed
thereby and to apply to the shares resulting from such subdivision,
consolidation, reclassification, or other change mutatis mutandis, and
appropriate adjustments will be made to the exercise price of the Shares under
Option, subject to the right of the Board to make such other or additional
adjustment as are appropriate in the circumstances. Similar adjustment will be
made to the other types of Grants, where applicable. Subject to any required
regulatory approval, such adjustment will be definitive and mandatory for the
purposes of the Plan.
13. Compliance with Laws and Stock Exchange Rules
---------------------------------------------
The Plan, the grant and exercise of Options or of other Grants under the Plan
and Teleglobe's obligation to issue Shares on exercise of Options or of other
Grants will be subject to all applicable federal, provincial and foreign laws
and the rules and regulations of any stock exchange on which the Shares are
listed for trading. Each Eligible Participant shall agree to comply with such
laws, rules and regulations and to provide Teleglobe with any information or
undertaking required to comply with such laws, rules and regulations. Shares
issued to Optionholders or to a Grantee pursuant to the exercise of Options or
of other types of Grants may be subject to limitation on sale or resale under
applicable securities laws.
14. Stock Exchange Listing
----------------------
Teleglobe shall make the listing applications necessary in order to effect the
listing of the Shares to be issued upon the exercise of Options or of other
types of Grants on all stock exchanges upon which the Shares are then listed.
15. Withholding Taxes
-----------------
Whenever under the Plan there is a transfer of Shares or a cash payment, or the
vesting of a Grant, such transfer payment or vesting will be subject to
applicable withholding requirements imposed by any tax or other law. Teleglobe
will have the right to require as a condition of any such transfer, payment or
vesting that the Optionholder or the Grantee, as the case may be, remit an
amount sufficient in the opinion of Teleglobe to satisfy all withholding
requirements related thereto. Teleglobe will be entitled to deduct such amount
from any cash payment. If the Optionholder or the Grantee, as the case may be,
has used cash as payment of the purchase price, the Optionholder or the Grantee,
as the case may be, must satisfy the foregoing condition by making a cash
payment to Teleglobe equal to the tax to be withheld. If the Optionholder or the
Grantee, as the case may be, has used Shares as payment of the purchase price
for the Shares being purchased, the Optionholder or the Grantee, as the case may
be, must satisfy the foregoing condition by having Teleglobe withhold Shares
with a value equal to the amount of tax to be withheld. Such Shares will be
valued at Market Value as of the date of exercise.
<PAGE>
16. Nature of Payments
------------------
Any and all payments of Shares or cash hereunder will be granted, issued or paid
in consideration of services performed for Teleglobe or for its Subsidiaries by
the Optionholder or the Grantee, as the case may be.
All such grants, issuances and payments will constitute a special incentive
payment to the Optionholder or the Grantee, as the case may be, and will not,
unless otherwise determined by the Board, be taken into account in computing the
amount of salary or regular compensation of the Optionholder or the Grantee, as
the case may be, for the purposes of determining any pension, retirement, death
or other benefits under (i) any pension, retirement, life insurance or other
benefit plan of Teleglobe or any of its Subsidiaries or (ii) any agreement
between Teleglobe or any of its Subsidiaries and the Optionholder or the
Grantee, as the case may be.
17. Non-Uniform Determinations
--------------------------
The Board's determinations under the Plan need not be uniform and may be made by
it selectively among persons who receive, or are eligible to receive, Grants
under the Plan (whether or not such persons are similarly situated). Without
limiting the generality of the foregoing, the Board will be entitled, among
other things, to make non-uniform and selective determinations, and to enter
into non-uniform and selective Option Agreements or Plan Agreements, as to (i)
the directors, officers and key employees to receive Grants under the Plan, (ii)
the terms and provisions of Grants under the Plan and (iii) the grant or the
withholding by the Board of its consent to the exercise of Share Appreciation
Rights (pursuant to Sections 5.6 and 7.4).
18. Final Provisions
----------------
The participation in the Plan of an Eligible Participant shall be entirely
optional and shall not be interpreted as conferring upon an Eligible Participant
any right or privilege whatsoever, except for the rights and privileges set out
expressly in the Plan. Neither the Plan nor any act that is done under the
terms of the Plan shall be interpreted as restricting the right of Teleglobe or
any of its Subsidiaries to terminate the employment of an Eligible Participant,
an Optionholder or a Grantee at any time. Subject to the terms of the Plan, any
notice of dismissal given to an Eligible Participant, an Optionholder or a
Grantee at the time his or her employment is terminated, or any payment in the
place and stead of such notice, or any combination of the two, shall not have
the effect of extending the duration of the employment for purposes of the Plan.
The Plan does not provide for any guarantee in respect of any loss or profit
which may result from fluctuations in the price of the Shares.
Teleglobe and its Subsidiaries shall assume no responsibility as regards the tax
consequences that participation in the Plan will have for an Eligible
Participant, and Eligible Participants are urged to consult their own tax
advisors in such regard.
The Plan, any Option, Grants or Agreements hereunder shall be governed and
interpreted according to the laws of the Province of Quebec and the laws of
Canada applicable therein.
<PAGE>
Exhibit 5
June__, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed by
Teleglobe Inc., a Canadian corporation (the "Company"), with the Securities and
Exchange Commission relating to 8,000,000 Common Shares, no par value, of the
Company.
I have examined all such records of the Company and all such agreements,
certificates of public officials and such other documents as I have deemed
relevant and necessary as a basis for the opinions hereinafter expressed. Based
on such examination, I am of the opinion that the Common Shares of the Company
to be issued pursuant to the Teleglobe Inc. Amended and Restated Stock Option
Plan will be, when issued in compliance with such plan, legally issued, fully-
paid and non-assessable.
I am Vice President, Chief Legal Officer and Corporate Secretary of the Company.
As of April 30, 1999, I held 74,396 Common Shares of the Company, which includes
73,296 shares which I have the right to acquire pursuant to stock options.
I hereby consent to the use of this opinion as an Exhibit to the above-mentioned
registration statement.
Very truly yours,
/s/ Andre Bourbonnais
- ---------------------
Andre Bourbonnais
<PAGE>
Exhibit 23(a)
Consent of Independent Accountants
INDEPENDENT CO-AUDITOR'S CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement of Form S-8 of Teleglobe Inc. of the Auditors' report co-signed by
Raymond Chabot Grant Thornton and Arthur Andersen & Cie dated February 8, 1999,
which appears on page 38 of Teleglobe's 1998 Annual Report to Shareholders
included in Teleglobe's Currnet Report on Form 40-F dated May 25, 1999.
Raymond Chabot Grant Thornton
Date
Arthur Andersen & Cie
Date
