<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 18, 1997
REGISTRATION NO.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
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, SUITE 800
MCLEAN, VIRGINIA 22102
(703) 442-0220
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)
---------------------------
LEE M. WEINER
VICE PRESIDENT & GENERAL COUNSEL
LCI INTERNATIONAL, INC.
8180 GREENSBORO DRIVE, SUITE 800
MCLEAN, VIRGINIA 22102
(703) 442-0220
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
WILLIAM N. DYE
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 821-8000
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:/ /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 33-96186
------------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
<TABLE>
<CAPTION>
Title of Securities Amount Being Proposed Proposed Amount of
Being Registered Registered Maximum Maximum Registration
Offering Price Per Aggregate Offering Fee
Unit Price
<S> <C> <C> <C> <C>
Senior Notes due 2007 $50,000,000 100% $50,000,000 $15,151.52
</TABLE>
----------------------------------------------------------------------------
----------------------------------------------------------------------------
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This registration statement is being filed to register $50,000,000
aggregate principal amount of Senior Notes due 2007 of LCI International,
Inc., a Delaware corporation (the "Registrant"), pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registrant's earlier effective registration statement (Registration No.
33-96186) is incorporated herein by reference.
The required opinions and consents are listed on the Exhibit Index
attached hereto and filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing on Form S-3 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 the 18th day of
June, 1997.
LCI INTERNATIONAL, INC.
By: /s/ H. Brian Thompson
---------------------
H. Brian Thompson
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of LCI International, Inc., hereby
severally constitute and appoint H. Brian Thompson and Joseph A. Lawrence, and
each of them, attorneys-in-fact for the undersigned, in any and all capacities,
with the power of substitution, to sign any amendments to this Registration
Statement (including post-effective amendments), and to file the same with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, 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 and
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that each said attorney-in-fact, or his substitute or
substitutes, may 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 below by the following persons,
in the capacities and on the dates indicated.
NAME TITLE DATE
---- ----- ----
/s/ H. Brian Thompson Chairman of the Board, June 18, 1997
- --------------------- Chief Executive Officer
H. Brian Thompson and Director (principal
executive officer)
/s/ Joseph A. Lawrence Senior Vice President- June 18, 1997
- ----------------------- Finance and Development and
Joseph A. Lawrence Chief Financial Officer
(principal financial and
accounting officer)
/s/ Richard E. Cavanagh Director June 18, 1997
- ------------------------
Richard E. Cavanagh
/s/ William F. Connell Director June 18, 1997
- ----------------------
William F. Connell
/s/ Julius W. Erving II Director June 18, 1997
- ------------------------
Julius W. Erving, II
<PAGE>
/s/ Douglas M. Karp Director June 18, 1997
- --------------------
Douglas M. Karp
/s/ George M. Perrin Director June 18, 1997
- --------------------
George M. Perrin
/s/ John L. Vogelstein Director June 18, 1997
- ----------------------
John L. Vogelstein
/s/ Thomas J. Wynne Director June 18, 1997
- -------------------
Thomas J. Wynne
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5 Opinion of Willkie Farr & Gallagher regarding the validity of the
securities being registered.*
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Willkie Farr & Gallagher (included as part of Exhibit 5).
23(c) Consent of KPMG Peat Marwick LLP.
23(d) Consent of BDO Seidman, LLP.
24 Power of Attorney (included on signature page to registration
statement).
______________________
* Incorporated by reference to the Registrant's Current Report on Form 8-K,
dated June 17, 1997 (File No. 0-21602).
<PAGE>
EXHIBIT 23(A)
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 or incorporated by reference in the Company's December 31,
1996 Form 10-K/A and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Washington, D.C.,
June 18, 1997
<PAGE>
EXHIBIT 23(C)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Stockholders
LCI International, Inc.
We consent to the reference to our firm under the heading "Experts" and the
incorporation by reference in the registration statement (to be filed June 18,
1997) on Form S-3 of LCI International, Inc. of our report dated March 24, 1995,
with respect to the consolidated balance sheets of Corporate Telemanagement
Group, Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of income, stockholders' equity, and cash flows for the
years then ended, which report appears in the Form 8-K/A of LCI International,
Inc. dated August 22, 1995.
As discussed in note 1(j) to the consolidated financial statements, Corporate
Telemanagement Group, Inc. restated its 1993 financial statements.
/s/ KPMG Peat Marwick LLP
Greenville, South Carolina
June 17, 1997
<PAGE>
EXHIBIT 23(D)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement of our report dated March 30, 1995, relating to the financial
statements of Teledial America, Inc. (d.b.a. US Signal Corporation) appearing
in Form 8-K of LCI International, Inc. dated December 17, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO Seidman, LLP
Grand Rapids, Michigan
June 18, 1997
