As Filed with the Securities and Exchange Commission on September 29, 1999
Registration No. 333-86693
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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 of (I.R.S. Employer Identification Number)
incorporation or organization)
Wessex House
45 Reid Street
Hamilton HM12, Bermuda
(441) 296-8600
(Address, including zip code, of Registrant's principal executive office)
Frontier Corporation Employees' Stock Option Plan
Frontier Corporation Management Stock Incentive Plan
Frontier Corporation Supplemental Retirement Savings Plan
Frontier Corporation Directors Stock Incentive Plan
Frontier Corporation Omnibus Incentive Plan
Frontier Group Employees' Retirement Savings Plan
Frontier Group Bargaining Unit Employees' Retirement Savings Plan
Upstate Cellular Network Employees' Retirement Savings Plan
Globalcenter, Inc. Amended and Restated 1997 Stock Plan
Primenet Services for the Internet, Inc. 1995 Stock Option Plan
ALC Communications Corporation 1986 Stock Option Plan
ALC Communications Corporation 1990 Stock Option Plan
ALC Communications Corporation 1994 Non-Employee Directors Stock Option Plan
(Full titles of the Plans)
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.
Simpson Thacher & Bartlett Global Crossing Ltd.
425 Lexington Avenue 150 El Camino Drive, Suite 204
New York, New York 10017-3954 Beverly Hills, California 90212
(212) 455-2000 (310) 385-5200
_______________
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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Post-Effective Amendment.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Post-Effective Amendment.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Global Crossing Ltd. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
hereby incorporated herein by reference:
(a) The Company's Registration Statement on Form S-4 (Registration No. 333-
86693);
(b) The Company's Current Report on Form 8-K dated September 8, 1999; and
(c) The description of the Company's common stock, par value $.01 per share,
set forth in the Company's registration statement filed pursuant to
Section 12 of the Exchange Act, and any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
after the date of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 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 required.
Item 5. Interests of Named Experts and Counsel
Not required.
Item 6. Indemnification of Directors and Officers
No provision is made in Bermuda statutory law for indemnification of officers
and directors.
The Bye-Laws of the Registrant provide for indemnification of the
Registrant's officers and directors against all liabilities, loss, damage or
expense incurred or suffered by such party as an officer or director of the
Registrant; provided that such indemnification shall not extend to any other
matter which would render it void pursuant to the Companies Acts as in effect
from time to time in Bermuda.
The directors and officers of the Company are covered by directors' and
officers' insurance policies maintained by the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration Statement:
Exhibit Exhibit
Number -------
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3.1 Memorandum of Association of Global Crossing Ltd., dated March 5, 1998
(incorporated herein by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-53393) filed on May 22, 1998, as
amended)
3.2 Amended and Restated Bye-Laws of Global Crossing Ltd. (incorporated herein by
reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4
(Registration No. 333-61457) filed on August 14, 1998, as amended)
4.1 Amendment No. 2 to Frontier Corporation Supplemental Retirement Savings Plan
4.2 Restated Frontier Group Employees' Retirement Savings Plan
4.3 Restated Frontier Group Bargaining Unit Employees' Retirement Savings Plan
4.4 Restated Upstate Cellular Network Employees' Retirement Savings Plan
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of KPMG Audit Plc
23.4 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
Company's Registration Statement on Form S-4 (Registration No. 333-86693) filed on
September 8, 1999)
Item 9. Undertakings
The undersigned 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 Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement
(except to the extent the information required to be included by clauses (i)
or (ii) is contained in periodic reports filed by the Company pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference into
this Registration Statement);
(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 this Registration Statement.
(2) That, for the purposes of determining any liability under the 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.
(4) That, for purposes of determining any liability under the Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or 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.
(5) Insofar as indemnification for liabilities arising under the 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 Commission such indemnification is against
public policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
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 29th day of
September, 1999.
Global Crossing Ltd.
(Registrant)
By /s/ Robert Annunziata
-------------------------------------------
Name: Robert Annunziata
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post-effective
amendment has been signed on September 29th, 1999 by or on behalf of the
following persons in the capacities indicated with the registrant.
Signature Title
--------- -----
/*/ Chairman of the Board and Director
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Gary Winnick
Co-Chairman of the Board, Deputy Chairman of the
/*/ Board and Director
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Lodwrick Cook
/*/ Managing Director, Vice-Chairman of the Board
- --------------------------------------- and Director
Thomas J. Casey
/*/ Vice Chairman of the Board and Director
- ---------------------------------------
John M. Scanlon
/s/ Robert Annunziata Chief Executive Officer and Director
- ---------------------------------------
Robert Annunziata
/*/ President, Chief Operating Officer and Director
- ---------------------------------------
David Lee
/*/ Senior Vice President and Director
- ---------------------------------------
Barry Porter
Senior Vice President and Director
/*/
- ---------------------------------------
Abbott Brown
/*/ Senior Vice President and Chief Financial
- --------------------------------------- Officer (principal financial officer and
Dan J. Cohrs principal accounting officer)
/*/ Director
- ---------------------------------------
Jay Bloom
/*/ Director
- ---------------------------------------
William E. Conway
/*/ Director
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Dean Kehler
/*/ Director
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Geoffrey J.W. Kent
/*/ Director
- ---------------------------------------
Bruce Raben
/*/ Director
- ---------------------------------------
Michael Steed
/*/ Director
- ---------------------------------------
Hillel Weinberger
* By Power of Attorney
/s/ Robert Annunziata Attorney-in-Fact
- ---------------------------------------
Robert Annunziata
INDEX TO EXHIBITS
Exhibit Exhibit
Number -------
- ------
3.1 Memorandum of Association of Global Crossing Ltd., dated March 5, 1998
(incorporated herein by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Registration No. 333-53393) filed on May 22, 1998, as
amended)
3.2 Amended and Restated Bye-Laws of Global Crossing Ltd. (incorporated herein by
reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4
(Registration No. 333-61457) filed on August 14, 1998, as amended)
4.1 Amendment No. 2 to Frontier Corporation Supplemental Retirement Savings Plan
4.2 Restated Frontier Group Employees' Retirement Savings Plan
4.3 Restated Frontier Group Bargaining Unit Employees' Retirement Savings Plan
4.4 Restated Upstate Cellular Network Employees' Retirement Savings Plan
5.1 Opinion of Appleby, Spurling & Kempe
23.1 Consent of Arthur Andersen & Co.
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of KPMG Audit Plc
23.4 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
Company's Registration Statement on Form S-4 (Registration No. 333-86693) filed on
September 8, 1999)