<PAGE>
As filed with the Securities and Exchange Commission on January 9, 1998
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
MCLEODUSA INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 42-1407240
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
MCLEODUSA TECHNOLOGY PARK
6400 C STREET, SW, P.O. BOX 3177
CEDAR RAPIDS, IOWA 52406-3177
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(Address of principal executive offices)
MCLEODUSA INCORPORATED 1996 EMPLOYEE
STOCK OPTION PLAN
------------------------------------
(Full title of the plan)
CLARK E. MCLEOD
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
MCLEODUSA INCORPORATED
MCLEODUSA TECHNOLOGY PARK
6400 C STREET, SW, P.O. BOX 3177
CEDAR RAPIDS, IOWA 52406-3177
(319) 364-0000
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(Name, address and telephone number, including area code, of agent for service)
Copy to:
JOSEPH G. CONNOLLY, JR., ESQ.
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
(202) 637-5600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share (1) offering price (1) registration fee (1)
- ----------------------------- -------------- -------------------- ------------------ --------------------
<S> <C> <C> <C> <C>
CLASS A COMMON
STOCK, PAR VALUE $.01 6,675,000 $31.25 $208,593,750.00 $61,536.00
====================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) and (h) solely for purposes of calculating
the amount of the registration fee, based on the average of the high and low
prices per share of McLeodUSA Incorporated Class A Common Stock, par value $.01
per share, on January 2, 1998, as reported on the Nasdaq National Market.
This Registration Statement incorporates by reference the information contained
in the earlier registration statement relating to, among other plans, the
McLeod, Inc. 1996 Employee Stock Option Plan, filed on July 9, 1996,
Registration No. 333-07809.
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EXPLANATORY NOTE
As permitted by General Instruction E to the Form S-8, this Registration
Statement incorporates by reference the information contained in the earlier
registration statement relating to, among other plans, the McLeod, Inc. 1996
Employee Stock Option Plan, filed on July 9, 1996, Registration Statement No.
333-07809.
On March 27, 1997, the Board of Directors of McLeodUSA Incorporated (the
"Company") approved and adopted an amendment to Article 4 of the 1996 Employee
Stock Option Plan (the "Plan") to increase the number of shares of Class A
Common Stock available for issuance thereunder. The Company's stockholders
approved the amendment to the Plan at the annual meeting of stockholders held on
May 29, 1997. Accordingly, as amended, the total number of shares of Class A
Common Stock available under the Plan is 37,500,000, of which 6,675,000 shares
are being registered hereunder.
Except for the foregoing amendment, the Plan remains unchanged.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Description
- ------- -----------
4.1 McLeodUSA Incorporated 1996 Employee Stock Option Plan (filed as
Exhibit 4.7 to the Registrant's Registration on Form S-8 (File No.
333-07809) and incorporated herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consents of McGladrey & Pullen, LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
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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 Cedar Rapids, State of Iowa, on January 9, 1998.
McLEODUSA INCORPORATED
By: /s/ Clark E. McLeod
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Clark E. McLeod
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Clark E. McLeod, Stephen C. Gray and
Blake O. Fisher, Jr., jointly and severally, each in his own capacity, as true
and lawful attorneys-in-fact, with full power of substitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments),
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 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 to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons, in the capacities indicated
below, on January 9, 1998.
SIGNATURE TITLE
/s/ Clark E. McLeod
- -------------------------------- Chairman, Chief Executive Officer and
Clark E. McLeod Director (Principal Executive Officer)
/s/ Richard A. Lumpkin
- -------------------------------- Vice Chairman and Director
Richard A. Lumpkin
/s/ Stephen C. Gray
- -------------------------------- President, Chief Operating Officer and
Stephen C. Gray Director
<PAGE>
/s/ Blake O. Fisher, Jr
- -------------------------------- Chief Financial Officer, Executive Vice
Blake O. Fisher, Jr. President, Corporate Administration,
Treasurer and Director (Principal
Financial Officer)
/s/ Robert J. Currey
- -------------------------------- Group President, Telecommunications
Robert J. Currey Services and Director
/s/ Joseph H. Ceryanec
- -------------------------------- Vice President, Finance, Corporate
Joseph H. Ceryanec Controller and Principal Accounting
Officer (Principal Accounting Officer)
/s/ Ronald W. Stepien
- -------------------------------- Director
Ronald W. Stepien
/s/ Thomas M. Collins
- -------------------------------- Director
Thomas M. Collins
/s/ Paul D. Rhines
- -------------------------------- Director
Paul D. Rhines
/s/ Lee Liu
- -------------------------------- Director
Lee Liu
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
4.1 McLeodUSA Incorporated 1996 Employee Stock Option Plan (filed as
Exhibit 4.7 to the Registrant's Registration on Form S-8 (File No.
333-07809) and incorporated herein by reference).
5.1 Opinion of Hogan & Hartson L.L.P.
23.1 Consents of McGladrey & Pullen, LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
Exhibit 5.1
[Hogan & Hartson Letterhead]
January 9, 1998
Board of Directors
McLeodUSA Incorporated
McLeodUSA Technology Park
6400 C Street, S.W., P.O. Box 3177
Cedar Rapids, IA 52406-3177
Members of the Board of Directors:
This firm has acted as special counsel to McLeodUSA Incorporated (the
"Company"), a Delaware corporation, in connection with its registration,
pursuant to a registration statement on Form S-8 filed on or about the date
hereof (the "Registration Statement"), of 6,675,000 shares of common stock, par
value $.01 per share, of the Company (the "Shares"), issuable upon the exercise
of options granted under the 1996 Employee Stock Option Plan of McLeodUSA
Incorporated (the "Stock Option Plan"). This letter is furnished to you
pursuant to the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Sec.
229.601(b)(5), in connection with such registration.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. A copy of the Stock Option Plan, as certified by the Secretary of
the Company on the date hereof as then being complete, accurate
and in effect.
3. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State of
Delaware on August 28, 1997 and by the Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
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Board of Directors
January 9, 1998
Page 2
4. The Amended and Restated Bylaws of the Company, as certified by
the Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company adopted on
March 27, 1997, as certified by the Secretary of the Company on
the date hereof as then being complete, accurate and in effect.
6. Resolutions of the stockholders of the Company adopted on May 29,
1997, as certified by the Secretary of the Company on the date
hereof as then being complete, accurate and in effect.
We have not, except as specifically identified above, made any
independent review or investigation of factual or other matters, including the
organization, existence, good standing, assets, business or affairs of the
Company or its subsidiaries. In our examination of the aforesaid certificates,
records, and documents, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity, accuracy and completeness
of all documents submitted to us as originals, and the authenticity, accuracy
and completeness and conformity with the original documents of all documents
submitted to us as certified, telecopied, photostatic, or reproduced copies. We
have assumed the authenticity and accuracy of the foregoing certifications of
corporate officers, on which we are relying, and have made no independent
investigations thereof. This opinion is given in the context of the foregoing.
This opinion letter is based as to matters of law solely on the
General Corporation Law of the State of Delaware. We express no opinion herein
as to any other laws, statutes, regulations, or ordinances.
Based upon, subject to, and limited by the foregoing, we are of the
opinion that the Shares, when issued and delivered in the manner and on the
terms contemplated in the Registration Statement and the Stock Option Plan (with
the Company having received the consideration therefor, the form of which is in
accordance with applicable law), will be validly issued, fully paid and non-
assessable by the Company.
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Board of Directors
January 9, 1998
Page 3
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this letter, and should not be quoted in whole or in
part or otherwise be referred to, nor be filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement. In giving this consent, we do not thereby admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
McLeodUSA Incorporated
(Formerly McLeod, Inc.)
Cedar Rapids, Iowa
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 31, 1997, except for the first
paragraph of Note 4, as to which the date is March 4, 1997, with respect to the
consolidated financial statements of McLeodUSA Incorporated and subsidiaries,
included in its prospectus, dated December 1, 1997, filed with the Securities
and Exchange Commission pursuant to Rule 424(b) under the Securities Act.
McGLADREY & PULLEN LLP
Cedar Rapids, Iowa
January 9, 1998
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CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Ruffalo, Cody & Associates, Inc.
Cedar Rapids, Iowa
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 9, 1996, with respect to the
consolidated financial statements of Ruffalo, Cody & Associates, Inc. and
subsidiary, included in McLeodUSA Incorporated's prospectus, dated December 1,
1997, filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act.
McGLADREY & PULLEN LLP
Cedar Rapids, Iowa
January 9, 1998
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CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
TelecomUSA Publishing Group, Inc.
Cedar Rapids, Iowa
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 27, 1996, with respect to
the consolidated financial statements of TelecomUSA Publishing Group, Inc. and
subsidiaries, included in its prospectus, dated December 1, 1997, filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Securities
Act.
McGLADREY & PULLEN LLP
Cedar Rapids, Iowa
January 9, 1998
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 14, 1997, on the consolidated financial statements of Consolidated
Communications, Inc. and Subsidiaries for the year ended December 31, 1996, and
to all references to our Firm included in or made a part of this Form S-8
Registration Statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
January 9, 1998
