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As filed with the Securities and Exchange Commission on April 29, 1997
Registration No.
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UNITED STATES
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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LCI INTERNATIONAL, INC.
(Exact name of issuer as specified
Delaware 13-3498232
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8180 Greensboro Drive, Suite 800, McLean, Virginia 22102
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(Address of Principal Executive Offices and Zip Code)
LCI INTERNATIONAL 401(K) SAVINGS PLAN
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(Full title of the plan)
H. Brian Thompson
Chairman and Chief Executive Officer
LCI International, Inc.
8180 Greensboro Drive, Suite 800
McLean, Virginia 22102
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(Name and address of agent for service)
(703) 442-0220
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2)
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Common Stock, par
value $.01 per share 500,000 Shares $ 15.75 $ 7,875,000 $ 2,386.36
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(1) In Registration Statement No. 333-2580, the registrant registered 100,000
shares of common stock and in Registration Statement No. 33-74246, the
registrant registered 100,000 shares of common stock. All shares are
reserved for issuance under the LCI International 401(K) Savings Plan. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the LCI International 401(K) Savings Plan
described herein.
(2) Estimated solely for purpose of determining the registration fee based on
the average of the high and low prices on April 28, 1997 pursuant to Rule
457(h) of the Securities Act of 1933.
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EXPLANATORY NOTE - The contents of Registration Statement No. 33-74246 and No.
333-2580 are incorporated herein by reference pursuant to General Instruction E
to Form S-8.
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
ITEM
3 INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities
and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement, except to the extent that
any statement or information contained therein is modified,
superseded or replaced by a statement or information contained in any
subsequently filed document incorporated herein by reference:
(a) The description of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), contained in the Registrant's
registration statement on Form 8-A filed under the Securities
Exchange Act of 1934 (the "Exchange Act") and any amendments or
reports filed for the purpose of updating such description.
(b) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13 or 15(d) of the
Exchange Act.
(c) The LCI International 401(K) Savings Plan Annual Report on Form
11-K for the fiscal year ended December 31, 1995.
(d) All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment to the Registration Statement
which indicates that all securities offered hereby have been sold or
which deregisters all such securities remaining unsold.
4 DESCRIPTION OF SECURITIES
Not applicable
5 INTERESTS OF NAMED EXPERTS AND COUNSEL
Lee M. Weiner, whose legal opinion is filed as an exhibit hereto, is
Vice President and General Counsel of the Registrant.
6 INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") empowers
a Delaware corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of such corporation) by reason of the fact that such person is
or was a
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director, officer, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director,
officer, employee or agent of another corporation or enterprise. A
corporation may indemnify such person against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may, in advance of the final disposition
of any civil, criminal, administrative or investigative action, suit
or proceeding, pay the expenses (including attorneys' fees) incurred
by any officer or director in defending such action, provided that
the director or officer undertake to repay such amount if it shall be
ultimately determined that he is not entitled to be indemnified by
the corporation.
A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation to procure a judgment in
its favor under the same conditions, except that no indemnification
is permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of
any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) which he actually
and reasonably incurred in connection therewith. The indemnification
provided is not deemed to be exclusive of any other rights to which
an officer or director may be entitled under any corporation's
by-laws, agreement, vote or otherwise.
Article X of the Amended and Restated Certificate of Incorporation of
LCI International, Inc. reads as follows:
1. A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of 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 Delaware General Corporation Law, or (iv)
for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article to authorize
corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
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2. (a) Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding")
(including an action by or in the right of the Corporation), by
reason of the fact that he is or was serving as a director or officer
of the Corporation (or is or was serving at the request of the
Corporation in a similar capacity with another entity, including
employee benefit plans), shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware
General Corporation Law. This indemnification will cover all expense,
liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and settlement amounts) reasonably
incurred by the director or officer in connection with a proceeding.
All such indemnification shall continue as to a director or officer
who has ceased to be a director or officer and shall continue to the
benefit of such director's or officer's heirs, executors and
administrators. Except as provided in paragraph (b) hereof with
respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such director or officer only if such
proceeding was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred by this Section
shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an
"advancement of expenses"). If the Delaware General Corporation Law
requires, an advancement of expenses incurred by a director in his
capacity as a director or an officer in his capacity as an officer
shall be made only upon delivery to the Corporation of an undertaking
by such director or officer to repay all amounts so advanced if it is
ultimately determined by final judicial decision that such director
or officer is not entitled to be indemnified for such expenses under
this Section or otherwise (hereinafter an "undertaking").
(b) If a claim under paragraph (a) of this Section is not paid in
full by the Corporation within ninety days after receipt of a written
claim, the director or officer may bring suit against the Corporation
to recover the unpaid amount. (In the case of a claim for advancement
of expenses, the applicable period will be twenty days.) If
successful in any such suit, the director or officer will also be
entitled to be paid the expense of prosecuting such suit. In any suit
brought by the director or officer to enforce a right to
indemnification hereunder (but not in a suit brought by the director
or officer to enforce a right to an advancement of expenses) it shall
be a defense that the director or officer has not met the applicable
standard of conduct under the Delaware General Corporation Law. In
any suit by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, it shall be entitled to
recover such expenses upon a final adjudication that the director or
officer has not met the applicable standard of conduct set forth in
the Delaware General Corporation Law. Neither the failure of the
Board of Directors of the Corporation to determine prior to the
commencement of such suit that the director or officer has met the
applicable standard of conduct for indemnification set forth in the
Delaware General Corporation Law, nor an actual determination by the
Board of Directors of the Corporation that the director or officer
has not met such applicable standard of conduct, shall create a
presumption that the director or officer has not met the applicable
standard of conduct or, in the case of such a suit brought by the
director or officer, be a defense to such suit. In any suit brought
by the director or officer to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the director or
officer is not entitled to be
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indemnified or to such advancement of expenses under this Section or
otherwise shall be on the Corporation.
(c) The rights to indemnification and to the advancement of expenses
conferred in this Section will not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
this Amended and Restated Certificate of Incorporation, by-law,
agreement, vote of stockholders or disinterested directors or
otherwise.
(d) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Corporation or other entity against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person under the Delaware General Corporation Law.
(e) The Corporation may, if authorized by the Board of Directors,
grant rights to indemnification and to the advancement of expenses to
any employee or agent of the Corporation to the same extent as for
directors and officers of the Corporation.
The Registrant maintains a directors' and officers' liability
insurance policy. As Warburg, Pincus Capital Company, L.P.
("Warburg") nominees to the Board of Directors of the Registrant,
Messrs. Vogelstein and Karp are entitled to indemnification by
Warburg for liabilities incurred in connection with acting on behalf
of Warburg.
7 EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
8 EXHIBITS
EXHIBIT NO. DESCRIPTION
5(a) Legal Opinion of Lee M. Weiner, Vice President and General
Counsel.
5(b) Internal Revenue Service determination letter.
23 Consent of Arthur Andersen LLP.
99 LCI International 401(K) Savings Plan.
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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
Securities Act of 1933;
(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 the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
Provided, however, that paragraphs (l)(i) and (l)(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
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section l5(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.
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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.
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SIGNATURES
The Registrant. 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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of McLean, Commonwealth of Virginia, on April 29, 1997.
LCI INTERNATIONAL, INC.
By: /s/ H. BRIAN THOMPSON
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H. Brian Thompson
Chairman and Chief Executive Officer
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
date indicated.
/s/ H. BRIAN THOMPSON
- -------------------------- Chairman of the Board, Chief April 29, 1997
H. Brian Thompson Executive Officer and Director ---------------
(principal executive officer) (Date)
/s/ JOSEPH A. LAWRENCE
- -------------------------- Senior Vice President April 29, 1997
Joseph A. Lawrence Finance and Development and ---------------
Chief Financial Officer (Date)
(principal financial and accounting officer)
/s/ WILLIAM F. CONNELL
- -------------------------- Director April 29, 1997
William F. Connell --------------
(Date)
/s/ JULIUS W. ERVING, II
- -------------------------- Director April 29, 1997
Julius W. Erving, II --------------
(Date)
/s/ DOUGLAS M. KARP
- -------------------------- Director April 29, 1997
Douglas M. Karp --------------
(Date)
/s/ GEORGE M. PERRIN
- -------------------------- Director April 29, 1997
George M. Perrin --------------
(Date)
/s/ JOHN L. VOGELSTEIN
- -------------------------- Director April 29, 1997
John L. Vogelstein --------------
(Date)
/s/ THOMAS J. WYNNE
- -------------------------- President, Chief Operating April 29, 1997
Thomas J. Wynne Officer and Director --------------
(Date)
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have 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 April 29, 1997.
LCI INTERNATIONAL 401(K) SAVINGS PLAN
(Name of Plan)
By: /s/ JOSEPH A. LAWRENCE
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Joseph A. Lawrence
Senior Vice President Finance
and Corporate Development
and Chief Financial Officer