As filed with the Securities and Exchange Commission on June 22, 1999
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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.
EQUITY COMPENSATION PLAN
FOURTH AMENDED AND RESTATED 1992 STOCK OPTION PLAN OF GLOBAL
TELESYSTEMS GROUP, INC.
STOCK OPTION GRANTS TO CERTAIN INDIVIDUALS
(Full title of the plans)
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Grier C. Raclin, Esq.
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(1) Share(2) Offering Price(2) Fee
- ----------------------------------------- ------------------ ----------------------- ------------------------ ----------------
Common Stock, par value $0.10 . . . . . . 8,398,854 $ 72.81 $611,520,559.74 $170,002.72
- ----------------------------------------- ------------------ ----------------------- ------------------------ ----------------
<FN>
(1) The following shares are being registered on this Form S-8: 3,248,854 shares of common stock of Global TeleSystems Group, Inc.
(the "Common Stock") that will be available for award under the Global TeleSystems Group, Inc. Equity Compensation Plan,
5,000,000 shares of Common Stock that will be available for award under the Fourth Amended and Restated 1992 Stock Option
Plan of Global TeleSystems Group, Inc. and 150,000 shares of Common Stock that will be available for grant pursuant to
certain stock option grants to individuals.
(2) The Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are based on the average of
the bid and asked prices of the Common Stock on the NASDAQ National Market System on June 15, 1999, in accordance with
Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, and are being utilized solely for the purpose
of calculating the registration fee.
</FN>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- --------------------
* 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 documents which have 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:
(a) the Registrant's Form S-1 filed by the Registrant with the
Commission on February 4, 1998;
(b) the description of the Registrant's Common Stock, par
value $0.10 per share, registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), contained in the
Form S-1 registration statement described in, and incorporated by
reference by, paragraph (a) above;
(c) the Registrant's proxy statement filed with the Commission
on April 15, 1998; and
(d) the Registrant's annual report on Form 10-K for the year
ending December 31, 1998.
All documents subsequently filed 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 to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and are a part thereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
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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 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 8.
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:
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(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;
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
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it 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 21st day of June, 1999.
GLOBAL TELESYSTEMS GROUP, INC.
By: /s/ H. Brian Thompson
----------------------------
Name: H. Brian Thompson
Title: Chairman
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Global TeleSystems Group, Inc.
hereby severally constitute and appoint, H. Brian Thompson, William H. Seippel,
Alan Krenek and Grier C. Raclin, and each of them, with full power of
substitution, our true and lawful attorney with full power to him singly to sign
for us and in our names in the capacities indicated below the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments to said Registration Statement, and, in connection
with any registration of additional securities pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to sign any abbreviated registration
statement and any and all amendments thereto, and to file the same, with all
exhibits thereto and other documents in connection therewith, in each case, with
the Securities and Exchange Commission, and generally to do all such things in
our names and on our behalf in our capacities as officers and directors to
enable Global TeleSystems Group, Inc. to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 21st day of June, 1999.
Signature Title
--------- -----
/s/ H. Brian Thompson Chairman and Chief Executive
------------------------------ Officer (principal executive
H. Brian Thompson officer)
/s/ Robert J. Amman President and Director
------------------------------
Robert J. Amman
/s/ William H. Seippel Executive Vice President --
------------------------------ Finance and Chief Financial
William H. Seippel Officer (principal financial and
accounting officer)
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Signature Title
/s/ Alan B. Slifka Vice Chairman of the
------------------------------ Board of Directors
Alan B. Slifka
Executive Vice Chairman
------------------------------ of the Board of Directors
Gerald W. Thames
/s/ David Dey Director
------------------------------
David Dey
/s/ Roger Hale Director
------------------------------
Roger Hale
/s/ Bernard McFadden Director
------------------------------
Bernard McFadden
/s/ Stewart J. Paperin Director
------------------------------
Stewart J. Paperin
/s/ W. James Peet Director
------------------------------
W. James Peet
/s/ Jean Salmona Director
------------------------------
Jean Salmona
Director
------------------------------
Frank V. Sica
/s/ Adam Solomon Director
------------------------------
Adam Solomon
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Exhibit Index
Exhibit No. Description of Document
4.1 The Global TeleSystems Group, Inc. Equity Compensation Plan
4.2 The Fourth Amended and Restated 1992 Stock Option Plan of
Global TeleSystems Group, Inc.
4.3 The Certificate of Incorporation of SFMT, Inc., and
the corrections and amendments thereto (incorporated
by reference as exhibits 3.1, 3.2, 3.4, and 3.5 of
the Registrant's Registration Statement on Form S-1
(File No. 333-36555), filed on September 26, 1997)
and the Certificate of Amendment to the Certificate
of Incorporation of Global TeleSystems Group, Inc.,
filed with the Delaware Secretary of State on October
16, 1996 and the amendments thereto (incorporated by
reference as exhibits 3.6 and 3.8, of the
Registrant's Registration Statement on Form S-1 (File
No. 333-36555), filed on September 26, 1997 and as
exhibits 3.10 and 3.11 of the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1997, filed on March 31, 1998).
5 Opinion of the Registrant's In-house legal counsel as to the
legality of the securities registered hereby.
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of PricewaterhouseCoopers, Independent Accountants
24 Powers of Attorney (included on signature page).
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