As filed with the Securities and Exchange Commission on August 28, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TELEGLOBE INC.
(Exact name of Registrant as specified in its charter)
Canada 98-0115049
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
1000, rue de La Gauchetiere Street West
24th Floor
Montreal (Quebec)
Canada H3B 4X5
(Address, including zip code,
of Registrant's principal executive offices)
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Teleglobe Inc. Stock Option Plan
As Amended and Restated
(Full title of the plan)
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Andre Bourbonnais
1000, rue de La Gauchetiere Street West
24th Floor
Montreal (Quebec)
Canada H3B 4X5
(Name and address of agent for service)
(514) 868-7722
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount
Title of Amount maximum aggregate of
Securities to be to be offering price offering registration
registered registered per share <F1> price fee <F1>
Common Shares . . 7,000,000 $19.9375 $139,562,500 $36,844.50
[FN]
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<F1> Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the registration fee
on the basis of the average of the high and low sales price of the
Registrant's Common Stock as reported on the New York Stock Exchange on
August 28, 2000.
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PART I
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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
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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 file number 001-14664
for the year ended December 31, 1999.
(b) The Company's description of its common shares contained in
the statement on Form 40-F file number 001-14664 for the
year ended December 31, 1999.
(c) The Company's Report of Foreign Private Issuer on Form 6-K
dated February 23, 2000 file number 001-14664.
(d) The Company's Report of Foreign Private Issuer on Form 6-K
dated April 26, 2000 file number 001-14664.
(e) The Company's Report of Foreign Private Issuer on Form 6-K
dated June 5, 2000 file number 001-14664.
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
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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 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 4. Description of Securities.
Not required.
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, 24th Floor, Montreal, Quebec, Canada H3B 4X5. At June 21, 2000, Mr.
Bourbonnais held 96,049 common shares of the Company, which includes 95,574
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
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
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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 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
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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 a 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.
Item 8. List of Exhibits.
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. Stock Option Plan, as Amended and Restated.
5 Opinion of Counsel re: Legality.
23(a) Consent of Independent Accountants.
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23(b) Consent of Counsel (included in Exhibit 5).
Item 9. Undertakings.
(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 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 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 statement or any material change
to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and
(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
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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 at the start of
any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required
by Section 10(a)(3) of the Act need not be furnished,
provided, that the registrant includes in the prospectus,
by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other
information in the prospectus is at least as current as
the date of those financial statements. Notwithstanding
the foregoing, with respect to registration statements on
Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by
Section 10(a)(3) of the Act or Rule 3-19 of this chapter
if such financial statements and information are
contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13
or Section 15(d) of 1934 Act that are incorporation by
reference in the Form F-3.
(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(and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
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.
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(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.
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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 28rd day of August, 2000.
TELEGLOBE INC.
By: /s/ Andre Bourbonnais
Name: Andre Bourbonnais
Title: Vice President, Legal Affairs and
Corporate Secretary
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
/s/ Christina Gold
--------------------------------- Co-Chief Executive Officer
Cristina Gold
/s/ Andre Bourbonnais
--------------------------------- Co-Chief Executive Officer
Andre Bourbonnais
/s/ Michael Boychuk
--------------------------------- Principal Financial Officer
Michael Boychuk
/s/ Francois Laurin
--------------------------------- Principal Accounting Officer
Francois Laurin
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/s/ Derek H. Burney
--------------------------------- Director
Derek H. Burney
/s/ Bruno Ducharme
--------------------------------- Director
Bruno Ducharme
/s/ A. Michael Hainsfurther
--------------------------------- Director
A. Michael Hainsfurther
/s/ T. Allan McArtor
--------------------------------- Director
T. Allan McArtor
/s/ C. Edward Medland
--------------------------------- Director
C. Edward Medland
/s/ Jean Monty
--------------------------------- Director, Chairman of the Board
Jean Monty
/s/ Marvin Moses
--------------------------------- Director
Marvin Moses
/s/ Peter Nicholson
--------------------------------- Director
Peter Nicholson
/s/ Carmand Normand
--------------------------------- Director
Carmand Normand
/s/ Gregory S. Oliver
--------------------------------- Director
Gregory S. Oliver
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/s/ Charles Sirois
--------------------------------- Director
Charles Sirois
/s/ Stephen R. Smith
--------------------------------- Director
Stephen R. Smith
/s/ H. Arnold Steinberg
--------------------------------- Director
H. Arnold Steinberg
--------------------------------- Director
Kenny A. Troutt
--------------------------------- Director
John M. Zarno
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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 28th day
of August, 2000.
TELEGLOBE INTERNATIONAL CORPORATION
/s/ John Brunette
By:________________________________
Name: John Brunette
Title: Vice President, Law and Scretary
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EXHIBIT INDEX
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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. Stock Option Plan as Amended and
Restated.
5 Opinion of Counsel re: Legality.
23(a) Consent of Independent Accountants.
23(b) Consent of Counsel (included in Exhibit 5).
