As filed with the Securities and Exchange Commission on March 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
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Global TeleSystems Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-3068423
(State or other jurisdiction (I.R.S. Employer
of organization) Identification No.)
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1751 Pinnacle Drive
North Tower--12th Floor
McLean, VA 22102
(703) 918-4500
(Address and telephone number of principal executive offices)
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GLOBAL TELESYSTEMS GROUP, INC.
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENTS WITH CERTAIN INDIVIDUALS
(Full title of the plans)
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William H. Seippel
1751 Pinnacle Drive
North Tower--12th Floor
McLean, VA 22102
(703) 918-4558
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Per Aggregate Registration
Registered Registered Share(1) Offering Price(1) Fee
- ------------------------------------------- ------------------- ----------------------- ---------------------- -----------------
Common Stock, par value $0.10 . . . . . . 519,000 $0.533 $ 276,627.00
216,000 10.7944 2,331,590.40 $10,883.54
1,059,000 32.375 34,285,125.00
- ------------------------------------------- ------------------- ----------------------- ---------------------- -----------------
(1) The proposed maximum offering price per share and proposed aggregate
offering price (a) with respect to 216,000 shares being offered pursuant
to options outstanding under the Global TeleSystems Group, Inc.
Non-Employee Directors' Stock Option Plan (the "Plan"), is based on the
weighted average exercise price of such options, (b) with respect to
519,000 shares being offered pursuant to options outstanding under stock
option agreements with certain individuals, is based on the exercise price
of such options and (c) with respect to 1,059,000 shares to be offered
under the Plan, is based on the average bid and asked prices of the shares
of Common Stock on Nasdaq on March 6, 1998 in accordance with Rule
457(h)and Rule 457(c) under the Securities Act of 1993, as amended (the
"Securities Act"), and is being utilized solely for the purpose of
calculating the registration fee.
Exhibit Index Appears on Page 9
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act, and the "Note" to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following document listed below which has been filed by
GTS TeleSystems Group, Inc. (the "Registrant") with the Securities and Exchange
Commission (the "Commission") (or furnished by the Registrant to the Commission)
are incorporated by reference in this Registration Statement: the description of
the Registrant's Common Stock contained in the Registration Statement on Form
S-1 filed by the Registrant with the Commission on February 4, 1998 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, all documents subsequently filed or furnished by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
Ordinary Shares offered hereby have been sold or which deregisters all Ordinary
Shares then remaining unsold, shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing or furnishing of such
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") provides, in summary, that directors and officers of
Delaware corporations such as the Registrant are entitled, under certain
circumstances, to be indemnified against all expenses and liabilities (including
attorneys' fees) incurred by them as a result of suits brought against them in
their capacity as a director or officer if they acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the Registrant and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful; provided that no
indemnification may be made against expenses in respect of any claim, issue or
matter as to which they shall have been adjudged to be liable to the Registrant,
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, they are fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper. Any such indemnification may be made by the company only as authorized
in each specific case upon a determination by the stockholders or disinterested
directors that indemnification is proper because the indemnitee has met the
applicable standard of conduct.
Section 102(b)(7) of the DGCL permits a corporation to include
in its certificate of incorporation a provision eliminating or limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or
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limit the liability of a director (i) for any breach of the director's duty or
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 DGCL (relating to unlawful payment of
dividends and unlawful stock purchase and redemption) or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Certificate of Incorporation (the
"Certificate") provides that the Registrant's directors shall not be liable to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that such exculpation from liabilities is
not permitted with respect to liability arising from items described in clauses
(i) through (iv) in the preceding paragraph. The Certificate and the
Registrant's by-laws further provide that the Registrant shall indemnify its
directors and officers to the fullest extent permitted by the DGCL.
The directors and officers of the Registrant are covered under
directors' and officers' liability insurance policies maintained by the
Registrant.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Index to Exhibits on page 9.
Item 9. Undertakings.
(a) The 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 aggregate, represent a fundamental change
in the information set forth in this 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; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this registration statement or any material change to such
information in the registration statement;
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provided, however, that the undertakings set forth in paragraphs (1)(i)
and (1)(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 Exchange Act that are incorporated by reference in
this 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 Registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the Registrant's
annual report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of an employee benefit plan annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in this
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 foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the SEC 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of 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 McLean, Virginia, on this 9th day of March, 1998.
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ Gerald W. Thames
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Name: Gerald W. Thames
Title: President and Chief
Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald W. Thames, William H.
Seippel and Grier Raclin, and each of them severally, his true and lawful
attorney or attorneys with power of substitution and resubstitution to sign in
his name, place and stead in any and all such capacities the Registration
Statement and any and all amendments thereto (including post-effective
amendments) and any documents in connection therewith, and to file the same with
the Securities and Exchange Commission, each of said attorneys to have power to
act with or without the other, and to have full power and authority to do and
perform, in the name and on behalf of each such officer and director of the
Registrant who shall have executed such a power of attorney, every act
whatsoever which such attorneys, or any one of them, may deem necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as such officer or director of the Registrant might or could do in
person.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed below on March 9, 1998 by
the following persons in the capacities indicated.
Name and Signature Title
- ------------------ -----
/s/ Gerald W. Thames President, Chief Executive
- ----------------------- Officer and Director
Gerald W. Thames
Executive Vice President of Finance
/s/ William H. Seippel and Chief Financial Officer
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William H. Seippel
Chairman of the Board
of Directors
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Alan B. Slifka
/s/ Gary Gladstein Director
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Gary Gladstein
Director
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Michael A. Greeley
/s/ Bernard McFadden Director
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Bernard McFadden
/s/ Steward J. Paperin Director
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Stewart J. Paperin
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Name and Signature Title
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/s/ W. James Peet Director
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W. James Peet
/s/ Jean Salmona Director
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Jean Salmona
/s/ Morris A. Sandler Director
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Morris A. Sandler
/s/ Joel Schatz Director
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Joel Schatz
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Adam Solomon
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Exhibit Index
Exhibit No. Description of Document
4.1 The Global TeleSystems Group, Inc. Amended and Restated
Non-Employee Directors' Stock Option Plan
4.2 Stock Option Agreement Between the Registrant and A.B. Slifka
& Co.
4.3 Stock Option Agreement Between the Registrant and John Steiner
4.4 Stock Option Agreement Between the Registrant and Joel Schatz
4.5 Stock Option Agreement Between the Registrant and Elaine
Sandler
5 Opinion of Shearman & Sterling, counsel to the Registrant as
to the legality of the securities registered hereby.
23.1 Consent of Ernst & Young LLP
23.2 Consent of Shearman & Sterling (included in Exhibit 5).
24 Powers of Attorney (included on signature page).