-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DAnuQY83wtDz7PNBczLVziMQ3QFm4vDzc0gWVxz3OW25mKUvD2TfnQcWrtka3s4q J9ZN0GNrZk6sW5fLm6Yn1w== 0000950134-96-004421.txt : 19960819 0000950134-96-004421.hdr.sgml : 19960819 ACCESSION NUMBER: 0000950134-96-004421 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960816 EFFECTIVENESS DATE: 19960904 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLDCOM INC /MS/ CENTRAL INDEX KEY: 0000723527 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 581521612 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10349 FILM NUMBER: 96617095 BUSINESS ADDRESS: STREET 1: 515 EAST AMITE ST CITY: JACKSON STATE: MS ZIP: 39201-2702 BUSINESS PHONE: 6013608600 FORMER COMPANY: FORMER CONFORMED NAME: LDDS COMMUNICATIONS INC /GA/ DATE OF NAME CHANGE: 19930916 FORMER COMPANY: FORMER CONFORMED NAME: RESURGENS COMMUNICATIONS GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CENTRAL CORP /GA/ DATE OF NAME CHANGE: 19890523 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on August 16, 1996. Registration No. 333-____________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- WorldCom, Inc. (F/K/A LDDS Communications, Inc.) - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-1521612 - --------------------------------------------- -------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 515 East Amite Street Jackson, Mississippi 39201-2702 - ---------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) LDDS Communications, Inc. Third Amended and Restated 1990 Stock Option Plan - -------------------------------------------------------------------------------- (Full title of the plans) P. Bruce Borghardt, Esq. WorldCom, Inc. 10777 Sunset Office Drive Suite 330 St. Louis, Missouri 63127 - -------------------------------------------------------------------------------- (Name and address of agent for service) (314) 909-4100 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) 2 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------- Proposed Proposed Title of Amount maximum maximum Amount of securities to be offering price aggregate offering registration to be registered registered per share(1) price(1) fee - --------------------------------------------------------------------------------------------------------- Common stock 16,924,028 $26.69 $451,659,997 $155,745 $0.01 par value shares(2) - ---------------------------------------------------------------------------------------------------------
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on this form relating to the same employee benefit plan is effective. Consequently, pursuant to General Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed by WorldCom, Inc. (the "Company") with respect to the LDDS Communications, Inc. Third Amended and Restated 1990 Stock Option Plan, the LDDS Communications, Inc. 1988 Non-Qualified Stock Option Plan, the LDDS/ATC 1988 Stock Option Plan, the LDDS/ATC Second 1988 Stock Option Plan, the Advantage Companies Inc. Performance Stock Option Plan 1987, the LDDS/ATC 1984 Incentive Stock Option Plan, and the LDDS/ATC 1984 Non-Statutory Stock Option Plan (the "Plans") on September 23, 1993, Registration No. 33-69322, are incorporated by reference into this Registration Statement. Item 8. Exhibits See Exhibit Index. - ---------------------- (1) Computed pursuant to Rule 457(h) solely for the purpose of determining the registration fee. Proposed maximum offering price represents the average of the high and low prices for shares of common stock reported on the Nasdaq National Market on August 9, 1996. (2) This Registration Statement also covers such additional shares of common stock as may be issuable pursuant to antidilution provisions. 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it is has reasonable grounds to believe that it meets all 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 Jackson, State of Mississippi on August 16, 1996. WORLDCOM, INC. By: /s/ Scott D. Sullivan ---------------------------------- Scott D. Sullivan Chief Financial Officer POWER OF ATTORNEY Each person whose signature appears below hereby constitutes and appoints Bernard J. Ebbers, Scott D. Sullivan and P. Bruce Borghardt, and each of them (with full power to each of them to act alone), his true and lawful attorneys in fact and agents for him and on his behalf and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with exhibits and any and all other documents filed with respect thereto, with the Securities and Exchange Commission (or any other governmental or regulatory authority), granting unto said attorneys, and each of them, full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself might or could do if personally present, hereby ratifying and confirming all that said attorneys in fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name Title Date ---- ----- ---- /s/ Carl J. Aycock Director August 16, 1996 - -------------------------- Carl J. Aycock /s/ Max E. Bobbitt Director August 16, 1996 - -------------------------- Max E. Bobbitt /s/ Bernard J. Ebbers Director, August 16, 1996 - -------------------------- President and Bernard J. Ebbers Chief Executive Officer
3 4
Name Title Date ---- ----- ---- /s/ Francesco Galesi Director August 16, 1996 - -------------------------- Francesco Galesi /s/ Stiles A. Kellett, Jr. Director August 16, 1996 - -------------------------- Stiles A. Kellett, Jr. Director August , 1996 - -------------------------- Silvia Kessel Director August ____, 1996 - -------------------------- John W. Kluge /s/ John A. Porter Director August 16, 1996 - -------------------------- John A. Porter /s/ Stuart Subotnick Director August 16, 1996 - -------------------------- Stuart Subotnick Director, /s/ Scott D. Sullivan Secretary, and August 16, 1996 - -------------------------- Chief Financial Scott D. Sullivan Officer, (Principal Financial Officer and Principal Accounting Officer /s/ Lawrence C. Tucker Director August 16, 1996 - -------------------------- Lawrence C. Tucker /s/ Roy A. Wilkens Director, Chief Executive August 16, 1996 - -------------------------- Officer, WilTel Roy A. Wilkens
4 5 EXHIBIT INDEX
Exhibit Number Description Page -------------- ----------- ---- 5.1 Opinion of P. Bruce Borghardt as to the legality of the Securities to be issued ----- 23.1 Consent of Arthur Andersen LLP ----- 23.2 Consent of Deloitte & Touche LLP ----- 23.3 Consent of Ernst & Young LLP ----- 23.4 Consent of P. Bruce Borghardt (included in Exhibit 5.1) ----- 24.1 Power of Attorney (included in Signature Pages)
E-1 EX-5.1 2 OPINION OF P. BRUCE BORGHARDT 1 Exhibit 5.1 August 16, 1996 Board of Directors of WorldCom, Inc. 515 East Amite Street Jackson, Mississippi 39201 Ladies and Gentlemen: I am General Counsel - Corporate Development of WorldCom, Inc., a Georgia corporation (the Company ), and have acted as counsel in connection with a Registration Statement on Form S-8 (the Registration Statement ) to be filed by the Company with the Securities and Exchange Commission (the Commission ) under the Securities Act of 1933, as amended (the Act ), with respect to 16,924,028 shares (the Shares ) of Common Stock, par value $.01, of the Company ( Common Stock ) which are to be issued upon exercise of options granted under the Company s Third Amended and Restated 1990 Stock Option Plan (the Plan ). In connection herewith, I have examined and relied without investigation as to matters of fact upon the Registration Statement, the Articles of Incorporation and Bylaws of the Company, certificates of public officials, certificates and statements of officers of the Company, and such other corporate records, documents, certificates and instruments as I have deemed necessary or appropriate to enable me to render the opinions expressed herein. I have assumed the genuineness of all signatures on all documents examined by me, the authenticity of all documents submitted to me as originals, and the conformity to authentic originals of all documents submitted to me as certified or photostatic copies. I have also assumed the due authorization, execution and delivery of all documents. Based upon the foregoing, and in reliance thereon and subject to the qualifications and limitations stated herein, I am of the opinion that when the Registration Statement, including any amendments thereto, shall have become effective under the Act, and the Shares have been issued in accordance with the terms of the Plan, then the Shares will be legally issued, fully paid and nonassessable. This opinion is not rendered with respect to any laws other than the latest codification of the Georgia Business Corporation Code (the GBCC ) available to me. This opinion has not been prepared by an attorney admitted to practice in Georgia. 2 Board of Directors of WorldCom, Inc. August 16, 1996 Page 2 I hereby consent to the filing of this opinion as Exhibit 5.1 to the aforesaid Registration Statement on Form S-8. I also consent to your filing copies of this opinion as an exhibit to the Registration Statement with agencies of such states as you deem necessary in the course of complying with the laws of such states regarding the offering and sale of the Shares. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Very truly yours, /s/ P. Bruce Borghardt P. Bruce Borghardt EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8, to be filed on or around August 16, 1996, relating to the registration of 16,924,028 shares of WorldCom, Inc. common stock, of our report dated March 6, 1996, included in WorldCom, Inc.'s Form 10-K for the year ended December 31, 1995 and to all references to our Firm in this registration statement. ARTHUR ANDERSEN LLP Jackson, Mississippi, August 16, 1996 EX-23.2 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.2 INDEPENDENT AUDITOR'S CONSENT We consent to the incorporation by reference in this Registration Statement of WorldCom, Inc. ("WorldCom") on Form S-8 of our report dated March 7, 1994 on the consolidated financial statements of IDB Communications Group, Inc. appearing in the Annual Report on Form 10-K of WorldCom for the year ended December 31, 1995. Deloitte & Touche LLP Los Angeles, California August 16, 1996 EX-23.3 5 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 of WorldCom, Inc. (f/k/a LDDS Communications, Inc.) of our reports dated July 29, 1994 and February 2, 1995, with respect to the combined financial statements of WilTel Network Services for the three years ended December 31, 1994 included in the Current Report on Form 8-K of LDDS Communications, Inc. dated August 22, 1994 and the Current Report on Form 8-K/A of LDDS Communications, Inc. dated August 22, 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Tulsa, Oklahoma August 16, 1996 -----END PRIVACY-ENHANCED MESSAGE-----