As filed with the Securities and Exchange Commission on December 23, 1997
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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LCI INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3498232
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
8180 GREENSBORO DRIVE
MCLEAN, VIRGINIA 22102
(Address of Principal Executive Offices)
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USLD COMMUNICATIONS CORP. 1990 EMPLOYEE STOCK OPTION PLAN
USLD COMMUNICATIONS CORP. 1993 NON-EMPLOYEE DIRECTOR PLAN
USLD COMMUNICATIONS CORP. 401(K) RETIREMENT PLAN
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(Full Title of the Plans)
LEE M. WEINER
GENERAL COUNSEL AND VICE PRESIDENT
LCI INTERNATIONAL, INC.
8180 GREENSBORO DRIVE, SUITE 800
MCLEAN, VIRGINIA 22102
(Name and Address of Agent for Service)
(703) 442-0220
(Telephone Number, Including Area Code,
of Agent for Service)
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed
Proposed Maximum
Title of Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Registration
Registered Registered (1) Per Share (2) Price(2) Fee
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Common Stock, 1,761,146 $28.50 $50,192,661 $15,210
par value $.01
per share
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(1) Plus such additional number of shares as may be required pursuant to
the employee benefit plans in the event of a stock split, stock
dividend, recapitalization, reorganization, merger, consolidation or
other similar event.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as
amended, based upon the average of the high and low sales prices for
the Common Stock reported on the New York Stock Exchange on December
19, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant 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 description of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), contained in the Registrant's
registration statement on Form 8-A filed under the Securities Exchange
Act of 1934 (the "Exchange Act") and any amendments or reports filed
for the purpose of updating such description.
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 (as amended by the Form 10K/A filed on June 6,
1997).
(c) The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1997 (as amended by the Form 10-Q/A filed on June 17,
1997), June 30, 1997 and September 30, 1997.
(d) The Registrant's Current Report on Form 8-K dated January 23, 1997,
June 6, 1997, June 17, 1997, June 20, 1997, June 26, 1997 and September
23, 1997.
(e) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold or
which deregisters all such securities remaining unsold.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Lee M. Weiner, whose legal opinion is filed as an exhibit hereto, is
Vice President and General Counsel of the Registrant.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of such corporation) by reason of the
fact that such person is or was a director, officer, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may, in advance of the final
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disposition of any civil, criminal, administrative or investigative action, suit
or proceeding, pay the expenses (including attorneys' fees) incurred by any
officer or director in defending such action, provided that the director or
officer undertake to repay such amount if it shall be ultimately determined that
he is not entitled to be indemnified by the corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in its favor
under the same conditions, except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. The indemnification provided is
not deemed to be exclusive of any other rights to which an officer or director
may be entitled under any corporation's by-laws, agreement, vote or otherwise.
Article X of the Amended and Restated Certificate of Incorporation of
the Registrant reads as follows:
1. A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this Article to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
2. (a) Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding") (including an action by or in the
right of the Corporation), by reason of the fact that he is or was serving as a
director or officer of the Corporation (or is or was serving at the request of
the Corporation in a similar capacity with another entity, including employee
benefit plans), shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law. This
indemnification will cover all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and settlement amounts)
reasonably incurred by the director or officer in connection with a proceeding.
All such indemnification shall continue as to a director or officer who has
ceased to be a director or officer and shall continue to the benefit of such
director's or officer's heirs, executors and administrators. Except as provided
in paragraph (b) hereof with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such director or officer
only if such proceeding was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred by this Section shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition (hereinafter an "advancement of expenses"). If the Delaware General
Corporation Law requires, an advancement of expenses incurred by a director in
his capacity as a director or an officer in his capacity as an officer shall be
made only upon delivery to the Corporation of an undertaking by such director or
officer to repay all amounts so advanced if it is ultimately determined by final
judicial decision that such director or officer is not entitled to be
indemnified for such expenses under this Section or otherwise (hereinafter an
"undertaking").
(b) If a claim under paragraph (a) of this Section is not paid in full
by the Corporation within ninety days after receipt of a written claim, the
director or officer may bring suit against the Corporation to recover the unpaid
amount. (In the case of a claim for advancement of expenses, the applicable
period will be twenty days.) If successful in any such suit, the director or
officer will also be entitled to be paid the expense of prosecuting such suit.
In any suit brought by the director or officer to enforce a right to
indemnification hereunder (but not in a suit brought by the director or officer
to enforce a right to an advancement of expenses) it shall be a defense that the
director or
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officer has not met the applicable standard of conduct under the Delaware
General Corporation Law. In any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, it shall be
entitled to recover such expenses upon a final adjudication that the director or
officer has not met the applicable standard of conduct set forth in the Delaware
General Corporation Law. Neither the failure of the Board of Directors of the
Corporation to determine prior to the commencement of such suit that the
director or officer has met the applicable standard of conduct for
indemnification set forth in the Delaware General Corporation Law, nor an actual
determination by the Board of Directors of the Corporation that the director or
officer has not met such applicable standard of conduct, shall create a
presumption that the director or officer has not met the applicable standard of
conduct or, in the case of such a suit brought by the director or officer, be a
defense to such suit. In any suit brought by the director or officer to enforce
a right hereunder, or by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the burden of proving that the director
or officer is not entitled to be indemnified or to such advancement of expenses
under this Section or otherwise shall be on the Corporation.
(c) The rights to indemnification and to the advancement of expenses
conferred in this Section will not be exclusive of any other right which any
person may have or hereafter acquire under any statute, this Amended and
Restated Certificate of Incorporation, by-law, agreement, vote of stockholders
or disinterested directors or otherwise.
(d) The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or other
entity against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person under the Delaware General
Corporation Law.
(e) The Corporation may, if authorized by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or
agent of the Corporation to the same extent as for directors and officers of the
Corporation.
The Registrant maintains a directors' and officers' liability insurance
policy. As Warburg, Pincus Capital Company, L.P. ("Warburg") nominees to the
Board of Directors of the Registrant, Messrs. Vogelstein and Karp are entitled
to indemnification by Warburg for liabilities incurred in connection with acting
on behalf of Warburg.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
5 Opinion of Lee M. Weiner, Vice President and General Counsel.
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)of
the Securities Act of 1933;
(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 (l)(i) and (l)(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 registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section l5
(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 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, as
amended, 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 McLean, Commonwealth of Virginia on this 23rd
day of December, 1997.
LCI INTERNATIONAL, INC.
By:/s/ H. BRIAN THOMPSON
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H. Brian Thompson
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of H. BRIAN THOMPSON and JOSEPH A.
LAWRENCE, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully for all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons on
December 23, 1997 in the capacities indicated.
Signature Title(s)
/s/ H. BRIAN THOMPSON
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H. Brian Thompson Chairman of the Board, Chief Executive Officer
and Director (principal executive officer)
/s/ JOSEPH A. LAWRENCE
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Joseph A. Lawrence Executive Vice President, and Chief Financial
Officer (principal financial and accounting
officer)
/s/ RICHARD E. CAVANAGH
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Richard E. Cavanagh Director
/s/ WILLIAM F. CONNELL
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William F. Connell Director
/s/ JULIUS W. ERVING, II
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Julius W. Erving, II Director
/s/ DOUGLAS M. KARP
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Douglas M. Karp Director
/s/ GEORGE M. PERRIN
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George M. Perrin Director
/s/ JOHN L. VOGELSTEIN
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John L. Vogelstein Director
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
5 Opinion of Lee M. Weiner, Vice President and General Counsel.
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature page of this
Registration Statement).
EXHIBIT 5
December 23, 1997
LCI International, Inc.
8180 Greensboro Drive
McLean, Virginia 22102
Ladies and Gentlemen:
I am the Vice President and General Counsel of LCI International,
Inc., a Delaware corporation (the "Company"), and have acted as counsel to the
Company in connection with its Registration Statement on Form S-8 (the
"Registration Statement") filed pursuant to the Securities Act of 1933, as
amended, relating to the registration of 1,761,146 additional shares (the
"Shares") of the Company's Common Stock, par value $.01 per share (the "Common
Stock") which may be issued under the USLD Communications Corp. 1990 Employee
Stock Option Plan, the USLD Communications Corp. 1993 Non-Employee Director Plan
and the USLD Communications Corp. 401(K) Retirement Plan (the "Plans").
For purposes of the opinions expressed in this letter, I have examined
the Certificate of Incorporation and By-laws of the Company, records of the
corporate proceedings of the Company, and such other documents and records of
the Company as I have deemed necessary or appropriate as a basis for such
opinions. In making my examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals and the conformity to the originals of
all documents submitted to me as photostatic or conformed copies.
I am a member of the Bar of the Virginia and, for purposes of the
opinions expressed in this letter, do not hold myself out as expert on, nor am
I, in rendering the opinions expressed herein, passing on the laws of any
jurisdiction other than the federal laws of the United States, the laws of the
Commonwealth of Virginia and the General Corporation Law of the State of
Delaware.
Based on the foregoing, and having regard to such legal considerations
as I have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, upon the issuance thereof and payment therefor in accordance
with the terms of the applicable Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the inclusion of this letter as an exhibit to the
Registration Statement.
Very truly yours,
/s/ LEE M. WEINER
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Lee M. Weiner
EXHIBIT 23
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
February 6, 1997, included in and incorporated by reference in LCI
International, Inc.'s Form 10-K and amended Annual Report on Form 10K/A for the
year ended December 31, 1996 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.
December 23, 1997
