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As filed with the Securities and Exchange Commission on November 10, 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 in its charter)
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)
1997/1998 LCI INTERNATIONAL, INC.
STOCK OPTION 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 Offering Price Per Aggregate Offering Registration Fee
Share (1) Price (1)
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Common Stock, par
value $.01 per share 3,000,000 Shares $26.69 $80,070,000 $24,263.64
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(1) Estimated solely for purpose of determining the registration fee based on
the average of the high and low prices on November 3, 1997 pursuant to Rule
457(h) of the Securities Act of 1933.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM
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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is modified, superseded or replaced by a statement or information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 (as amended by the Form 10K/A
filed on June 6, 1997) filed pursuant to Section 13 or
15(d) of the Exchange Act.
(c) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997 (as amended by the Form
10-Q/A filed on June 17, 1997) and June 30, 1997.
(d) The Registrant's Current Report on Form 8-K dated January
23, 1997, June 6, 1997, June 17, 1997, June 20, 1997, June
26, 1997, and September 23, 1997.
(e) 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
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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 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
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5 Legal Opinion of Lee M. Weiner, Vice President and General Counsel.
23 Consent of Arthur Andersen LLP.
99 1997/1998 LCI International, Inc. Stock Option 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 November 10,
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 November 10, 1997
- --------------------- Chief Executive Officer and Director ----------------
H. Brian Thompson (principal executive officer) (Date)
/s/ Joseph A. Lawrence Executive Vice President November 10, 1997
- ---------------------- and Chief Financial Officer ----------------
Joseph A. Lawrence (principal financial and accounting officer) (Date)
/s/ Richard E. Cavanagh Director November 10, 1997
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Richard E. Cavanagh (Date)
/s/ William F. Connell Director November 10, 1997
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William F. Connell (Date)
/s/ Julius W. Erving, II Director November 10, 1997
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Julius W. Erving, II (Date)
/s/ Douglas M. Karp Director November 10, 1997
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Douglas M. Karp (Date)
/s/ George M. Perrin Director November 10, 1997
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George M. Perrin (Date)
/s/ John L. Vogelstein Director November 10, 1997
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John L. Vogelstein (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 November 10, 1997.
1997/1998 LCI International, Inc.
Stock Option Plan
By: /s/ Joseph A. Lawrence
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Joseph A. Lawrence
Executive Vice President
and Chief Financial Officer