As Filed with the Securities and Exchange Commission on June 15, 2000 Registration No. 333-34592 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- POST-EFFECTIVE AMENDMENT NO. 1 ON FORM S-8 TO THE REGISTRATION STATEMENT ON FORM S-4 UNDER THE SECURITIES ACT OF 1933 --------------------------- GLOBAL CROSSING LTD. (Exact name of Registrant as specified in its charter) Bermuda 98-0189783 (State or other jurisdiction (I.R.S. Employer Identification Number) of incorporation or organization) Wessex House 45 Reid Street Hamilton HM12, Bermuda (441) 296-8600 (Address, including zip code, of Registrant's principal executive office) IPC Communications, Inc. 1999 Stock Incentive Plan IXnet, Inc. 1999 Stock Option Plan (Full title of the Plan) CT Corporation 1633 Broadway, 23rd Floor New York, New York 10019 (212) 479-8200 (Name, address, including zip code and telephone number, including area code, of agent for service) Copies to: D. Rhett Brandon, Esq. James C. Gorton, Esq. Caroline B. Gottschalk, Esq. Global Crossing Ltd. Simpson Thacher & Bartlett 360 N. Crescent Drive 425 Lexington Avenue Beverly Hills, California 90210 New York, New York 10017-3954 (310) 385-5200 (212) 455-2000 This Post-Effective Amendment covers shares of Common Stock, par value $.01 per share, of the Registrant originally registered on the Registration Statement on Form S-4 (the "Registration Statement") to which this Post-Effective Amendment is an amendment. The registration fees in respect of the securities registered hereby were paid at the time of the original filing of the Registration Statement. Pursuant to General Instruction E for registration statements on Form S-8, the contents of the Registration Statement on Form S-8 of Global Crossing Ltd., a Bermuda company, relating to the 1998 Global Crossing Stock Incentive Plan (the "Plan"), file number 333-68825, filed with the Securities and Exchange Commission on December 14, 1998, are incorporated herein by reference. 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 Post-Effective Amendment in accordance with Rule 428 under the Securities Act of 1933, as amended, and Note to Part I of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Not required to be filed with this Post-Effective Amendment pursuant to General Instruction E for registration statements on Form S-8. Item 4. Description of Securities Not required to be filed with this Post-Effective Amendment pursuant to General Instruction E for registration statements on Form S-8. Item 5. Interests of Named Experts and Counsel Not required to be filed with this Post-Effective Amendment pursuant to General Instruction E for registration statements on Form S-8. Item 6. Indemnification of Directors and Officers Not required to be filed with this Post-Effective Amendment pursuant to General Instruction E for registration statements on Form S-8. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The following exhibits are filed as part of this Post-Effective Amendment: Exhibit Number Exhibit - ------ ------- 4.1 IPC Communications, Inc. 1999 Stock Incentive Plan (filed herewith). 4.2 IXnet, Inc. 1999 Stock Option Plan (filed herewith). 4.3 First Amendment to the IPC Communications, Inc. 1999 Stock Incentive Plan (filed herewith). 4.4 First Amendment to the IXnet, Inc. 1999 Stock Option Plan (filed herewith). 5.1 Opinion of Appleby, Spurling & Kempe (incorporated herein by reference to Exhibit 5.1 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-34592) filed on May 4, 2000). 23.1 Consent of Arthur Andersen (filed herewith). 23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-34592) filed on April 12, 2000). 24.2 Power of Attorney for Thomas J. Casey, David L. Lee, Barry Porter, Eric Hippeau, Dean C. Kehler and Bruce Raben (incorporated herein by reference to Exhibit 24.2 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-34592) filed on May 4, 2000). Item 9. Undertakings Not required to be filed with this Post-Effective Amendment pursuant to General Instruction E for registration statements on Form S-8. 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 post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 14th day of June, 2000. GLOBAL CROSSING LTD. (Registrant) By: /s/ LEO J. HINDERY, JR. ------------------------------ Name: Leo J. Hindery, Jr. Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /*/ Chairman of the Board and Director June 14, 2000 -------------------------------------- Gary Winnick /*/ Co-Chairman of the Board and Director June 14, 2000 -------------------------------------- Lodwrick M. Cook /*/ Chief Executive Officer and Director June 14, 2000 -------------------------------------- Leo J. Hindery, Jr. /*/ Vice Chairman of the Board and Director June 14, 2000 -------------------------------------- Thomas J. Casey /*/ Director June 14, 2000 -------------------------------------- David L. Lee /*/ Director June 14, 2000 -------------------------------------- Barry Porter /*/ Chief Financial Officer (principal financial June 14, 2000 -------------------------------------- officer and principal accounting officer) Dan J. Cohrs /*/ Director June 14, 2000 -------------------------------------- Robert Annunziata /*/ Director June 14, 2000 -------------------------------------- Jay R. Bloom /*/ Director June 14, 2000 -------------------------------------- Joseph P. Clayton /*/ Director June 14, 2000 -------------------------------------- William E. Conway, Jr. /*/ Director June 14, 2000 -------------------------------------- Canning Fok Kin-ning /*/ Director June 14, 2000 -------------------------------------- Eric Hippeau /*/ Director June 14, 2000 -------------------------------------- Dean C. Kehler /*/ Director June 14, 2000 -------------------------------------- Geoffrey J.W. Kent /*/ Director June 14, 2000 -------------------------------------- Douglas H. McCorkindale /*/ Director June 14, 2000 -------------------------------------- Joseph F. McDonald /*/ Director June 14, 2000 -------------------------------------- Bruce Raben /*/ Director June 14, 2000 -------------------------------------- Jack M. Scanlon /*/ Director June 14, 2000 -------------------------------------- Michael R. Steed * By Power of Attorney /s/ JAMES C. GORTON Attorney-in-Fact June 14, 2000 -------------------------------------- James C. Gorton INDEX TO EXHIBITS Exhibit Number Exhibit - ------ ------- 4.1 IPC Communications, Inc. 1999 Stock Incentive Plan (filed herewith). 4.2 IXnet, Inc. 1999 Stock Option Plan (filed herewith). 4.3 First Amendment to the IPC Communications, Inc. 1999 Stock Incentive Plan (filed herewith). 4.4 First Amendment to the IXnet, Inc. 1999 Stock Option Plan (filed herewith). 5.1 Opinion of Appleby, Spurling & Kempe (incorporated herein by reference to Exhibit 5.1 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-34592) filed on May 4, 2000). 23.1 Consent of Arthur Andersen (filed herewith). 23.2 Consent of Appleby, Spurling & Kempe (included in Exhibit 5.1). 24.1 Power of Attorney (incorporated herein by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-34592) filed on April 12, 2000). 24.2 Power of Attorney for Thomas J. Casey, David L. Lee, Barry Porter, Eric Hippeau, Dean C. Kehler and Bruce Raben (incorporated herein by reference to Exhibit 24.2 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-4 (Registration No. 333-34592) filed on May 4, 2000).