As filed with the Securities and Exchange Commission
on February 21, 1997
Registration No. 333-_________
========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
U.S. LONG DISTANCE CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 74-2522103
(State or Other Jurisdiction Of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9311 San Pedro, Suite 100
San Antonio, Texas 78216
(Address of Principal Executive Offices) (Zip Code)
_________________________
STOCK OPTION AGREEMENTS (COMPENSATION CONTRACTS)
FOR CERTAIN DIRECTORS, CONSULTANTS AND ADVISORS OF
U.S. LONG DISTANCE CORP.
(Full Title of the Plan)
_________________________
W. AUDIE LONG, ESQ.
Senior Vice President - General Counsel
U.S. LONG DISTANCE CORP.
9311 San Pedro, Suite 100
San Antonio, Texas 78216
(210) 525-9009
(Name, address and telephone
number, including area code,
of agent for service)
Copy to:
JOSEPH A. HOFFMAN, ESQ.
Arter & Hadden
1717 Main St., Suite 4100
Dallas, Texas 75201-4605
(214) 761-2100
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering price Per Aggregate Offering Amount of
to be Registered Registered (1) Share Price Registration Fee
- ------------------- -------------- ------------------ ------------------ -----------------
<S> <C> <C> <C> <C>
Common Stock 117,500 Shares (2) $561,262.50 $170.08
($.01 par
value)
- ----------------------------------------------------------------------------------------------------------------------
Series A Junior (3) (3) (3) (3)
Participating
Preferred Stock
Purchase Rights
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The securities to be registered represent shares
reserved for issuance under Stock Option Agreements
("Compensation Contracts") for certain directors, consultants
and advisors of U.S. Long Distance Corp. Pursuant to Rule 416,
shares of Common Stock of the Company issuable pursuant to the
exercise of options granted under the Compensation Contracts in
order to prevent dilution resulting from any future stock
split, stock dividend or similar transaction are also being
registered hereunder.
(2) Calculated in accordance with Rules 457(c) and (h)
and General Instruction E to Form S-8. Accordingly, the price
per share offered hereunder pursuant to the Compensation
Contracts is based on (i) 97,500 shares of Common Stock
reserved for issuance under outstanding Compensation Contracts
at an exercise price of $4.375 per share and (ii) 20,000 shares
of Common Stock reserved for issuance under an outstanding
Compensation Contract at an exercise price of $6.735 per share.
(3) The Series A Junior Participating Preferred Stock
Purchase Rights (the "Purchase Rights") are initially carried
and traded with the Company's Common Stock. The value
attributable to the Purchase Rights, if any, is reflected in
the value of the Company's Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of U.S. Long Distance Corp. (the
"Company") filed with the Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are hereby incorporated
by reference in this Registration Statement:
(i) the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1996;
(ii) the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended December 31, 1996;
(iii) the description of the Common Stock, par value
$.01 per share, of the Company (the "Common
Stock") set forth in the Registration Statement
on Form 10, filed with the Commission on
December 26, 1989, including any amendment or
report filed for the purpose of updating such
description; and
(iv) all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement shall be
deemed to be incorporated herein by reference
and to be a part hereof from the date of the
filing of such documents until such time as
there shall have been filed a post-effective
amendment that indicates that all securities
offered hereby have been sold or that
deregisters all securities remaining unsold at
the time of such amendment.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law
provides broad authority for indemnification of officers and
directors. Article 10 of the Restated Certificate of
Incorporation, as amended, of the Company provides for the
indemnification of its officers and directors to the extent
permitted by such Section 145.
The Company maintains directors' and officers' liability
insurance that covers the directors and officers of the Company
with policy limits of $10,000,000.
ITEM 8. EXHIBITS
(a) Exhibits.
Exhibit Description
------- -----------
5.1 Opinion of Arter & Hadden (filed herewith)
23.1 Consent of Arter & Hadden (included in their
opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed herewith)
II-1
<PAGE>
ITEM 9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the
effective Registration Statement.
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the Registration Statement is
on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in 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.
B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the Company's Restated Certificate of Incorporation, Bylaws or
otherwise, the Registrant has been advised that in the opinion
of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, as amended (the "Securities 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 San Antonio, State of Texas, on February 21, 1997.
U.S. LONG DISTANCE CORP.
By: /s/ Larry M. James
----------------------------
Larry M. James
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Parris H. Holmes, Jr. Chairman of the Board February 21, 1997
- -------------------------
Parris H. Holmes, Jr.
/s/ Larry M. James Chief Executive Officer, February 21, 1997
- ------------------------- President and Director
Larry M. James (Principal Executive Officer)
/s/ Phillip J. Storin Senior Vice President, February 21, 1997
- ------------------------- Chief Financial Officer and
Phillip J. Storin Corporate Treasurer
(Principal Financial and
Accounting Officer)
/s/ Charles E. Amato Director February 21, 1997
- -------------------------
Charles E. Amato
/s/ Gary D. Becker Director February 21, 1997
- -------------------------
Gary D. Becker
/s/ F. Gardner Parker Director February 21, 1997
- -------------------------
F. Gardner Parker
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
- -------- ----------------------------------------
5.1 Opinion of Arter & Hadden (filed herewith)
23.1 Consent of Arter & Hadden (included in
their opinion filed as Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP (filed
herewith)
Exhibit 5.1
ARTER & HADDEN
1717 MAIN STREET, SUITE 4100
DALLAS, TEXAS 75201
(214) 761-2100
(214) 741-7139 - Facsimile
February 21, 1997
U.S. Long Distance Corp.
9311 San Pedro, Suite 100
San Antonio, Texas 78216
Re: U.S. Long Distance Corp. - Registration Statement on Form
S-8
Gentlemen:
We have acted as counsel to U.S. Long Distance Corp., a
Delaware corporation (the "Company"), in connection with the
preparation of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about February 21, 1997, under the
Securities Act of 1933, as amended (the "Securities Act"), relating
to an aggregate of 117,500 shares of the $0.01 par value common
stock (the "Common Stock") of the Company that will be issued upon
the exercise of stock options (collectively, the "Options") granted
pursuant to certain Stock Option Agreements ("Compensation
Contracts") between the Company and certain directors, consultants
and advisors of the Company.
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. In connection
therewith, we have examined and relied upon the original, or copies
identified to our satisfaction, of (1) the Restated Certificate of
Incorporation and the Bylaws, both as amended, of the Company; (2)
minutes and records of the corporate proceedings of the Company
with respect to the authorization and approval by the Board of
Directors of the Compensation Contracts, the granting of the
Options pursuant to the Compensation Contracts, the issuance of
shares of Common Stock in accordance with the Compensation
Contracts and certain related matters; (3) the Registration
Statement and exhibits thereto; and (4) such other documents and
instruments as we have deemed necessary for the expression of the
opinions herein contained. In making the foregoing examinations,
we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us
as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of
the Restated Certificate of Incorporation, the Bylaws, minutes,
records, resolutions and other documents or writings of the
Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers and
directors of the Company and upon documents, records and
instruments furnished to us by the Company, without independent
check or verification of their accuracy.
<PAGE>
Based upon our examination, consideration of, and reliance on
the documents and other matters described above, and subject to the
comments and exceptions noted below, we are of the opinion that,
assuming (i) the outstanding Options were duly granted in
accordance with the Compensation Contracts, (ii) the Company
maintains an adequate number of authorized but unissued shares
and/or treasury shares of Common Stock available for issuance to
those persons who exercise Options granted pursuant to the
Compensation Contracts and (iii) the consideration for the shares
of Common Stock issuable upon the exercise of such Options is
actually received by the Company as provided in the Compensation
Contracts and the particular Option and such consideration exceeds
the par value of such shares, then the shares of Common Stock
issued pursuant to the exercise of the Options granted under and in
accordance with the terms of the Compensation Contracts will be
duly and validly issued, fully paid and nonassessable.
We bring to your attention the fact that our legal opinions
are an expression of professional judgment and not guaranties of
result. This opinion is rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you of
any changes in or new developments that might affect any matters or
opinions set forth herein.
This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to references to our firm
included in or made a part of the Registration Statement. In
giving this consent, we do not admit that we come within the
category of person whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Arter & Hadden
ARTER & HADDEN
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our
reports dated November 14, 1996, included in U.S. Long Distance
Corp.'s Form 10-K for the year ended September 30, 1996 (and to all
references to our firm), included in this Registration Statement.
/s/ Arthur Andersen LLP
San Antonio, Texas
February 18, 1997
