Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
TELEGROUP, INC.
(Exact name of Registrant as specified in its charter)
IOWA
(State or other jurisdiction of incorporation or organization)
42-1344121
(I.R.S. Employer Identification No.)
2098 NUTMEG AVENUE
FAIRFIELD, IOWA 52556
(Address of principal executive offices) (Zip Code)
TELEGROUP, INC. AMENDED AND RESTATED 1996 STOCK OPTION PLAN
(Full title of the plan)
CLIFFORD REES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TELEGROUP, INC.
2098 NUTMEG AVENUE
FAIRFIELD, IOWA 52556
(Name and address of agent for service)
(515) 472-5000
(Telephone number, including area code, of agent for service)
THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:
MORRIS F. DEFEO, JR., ESQ.
SWIDLER & BERLIN, CHARTERED
3000 K STREET, N.W.
WASHINGTON, DC 20007-5116
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share (1) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------
Common Stock,
no par value 4,000,000 Shares $11.69 $4,676,000.00 $14,169.70
- ------------------------------------------------------------------------------------------
(1) Pursuant to Rule 457(h), based on the average of the high and low prices
of the Common Stock on August 25, 1997, as reported on the consolidated reporting
system for the Nasdaq National Market.
/TABLE
01
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 the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Act") and the Note to Part I of
Form S-8.
02
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Telegroup, Inc. ("Registrant") hereby incorporates by reference in this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) Registrant's Prospectus filed on July 9, 1997 pursuant to Rule
424(b) under the Act, as amended, contained in the
Registrant's Registration Statement on Form S-1, Commission File No.
333-05857;
(b) Description of Registrant's Common Stock contained in
Registrant's Form 8-A registration statement filed under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), filed June
10, 1997, Commission File No. 000-29084;
(c) Registrant's quarterly report on Form 10-Q for the quarter ended
June 30, 1997, filed on August 21, 1997; and
(d) All other reports and subsequent reports filed pursuant to
Section 13(a) or 15(d) of the Securities and Exchange Act.
All reports and definitive proxy or information statements filed by
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold at
the time of such amendment will be deemed to be incorporated by reference into
this Registration Statement and to be a 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 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.
03
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 490.851 and 490.856 of the Iowa Business Corporation Act allow,
in general, for indemnification, in certain circumstances, by a corporation of
any person threatened with or made a party to any action, suit, or proceeding
by reason of the fact that he or she is, or was, a director, officer,
employee, or agent of such corporation. Indemnification is also authorized
with respect to a criminal action or proceeding where the person had no
reasonable cause to believe that his conduct was unlawful.
Registrant's Second Restated Articles of Incorporation contain a
provision that eliminates the personal liability of Registrant's directors to
Registrant or its shareholders for monetary damages for breach of fiduciary
duty as a director, except (i) for liability for any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or knowing
violation of the law, (iii) for any transaction from which the director
derived an improper personal benefit, or (iv) for unlawful distributions in
violation of Section 490.833 of the Iowa Business Corporation Act. Any repeal
or amendment of this provision by Registrant's shareholders will not adversely
affect any right or protection of a director existing at the time of such
repeal or amendment.
Registrant has directors' and officers' insurance with Genesis Insurance
which provides for indemnification, subject to certain conditions, of certain
directors and officers of Registrant.
Registrant has entered into indemnification agreements (collectively,
the "Indemnification Agreements") with certain of its executive officers.
Pursuant to the terms of the Indemnification Agreements, executive officers
will be indemnified by Registrant to the full extent permitted by law in the
event such officer is made or threatened to be made a party to a claim arising
out of such person acting in his capacity as an officer of Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
04
ITEM 8. EXHIBITS
The following documents are filed as exhibits to this Registration
Statement. Certain documents previously filed with the Commission are
incorporated in this Registration Statement by reference.
Exhibit
Number Description of Exhibit
- ------- ----------------------
4.1 - Telegroup, Inc. Amended and Restated 1996 Stock Option Plan
5.1 - Opinion of Marcus & Thompson, P.C.
23.1 - Consent of KPMG Peat Marwick LLP
23.2 - Consent of Marcus & Thompson
(included in its opinion filed as Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS
(a) 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 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; (2) that, for the purpose of
determining 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; and (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 Plan.
(b) Registrant hereby undertakes 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 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons
of Registrant pursuant to the foregoing provisions, or otherwise, 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 payment by Registrant of expenses incurred or paid by
a director, officer or controlling person of Registrant in the successful
defense of any action, suit or proceeding) is asserted against Registrant by
such director, officer or controlling person in connection with the securities
being registered, 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.
05
SIGNATURES
Pursuant to the requirements of the Act, 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 Fairfield, State of Iowa on the 28th day
of August, 1997.
TELEGROUP, INC.
By: /s/ Douglas A. Neish
------------------------------
Douglas A. Neish,
Vice President--Finance, Chief
Financial Officer and Treasurer
06
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Douglas A. Neish his or her true and lawful attorney-in-fact and agent, acting
alone, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully as to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, acting alone, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 28, 1997.
Signature Title
--------- -----
/s/Fred Gratzon Chairman of the Board and Director
- -----------------------
FRED GRATZON
/s/Clifford Rees Chief Executive Officer, President
- ----------------------- and Director (Principal Executive
CLIFFORD REES Officer)
/s/ Douglas A. Neish Vice President--Finance, Chief
- ------------------------ Financial Officer, Treasurer and
DOUGLAS A. NEISH Director (Principal Financial
Officer)
/s/Gary Korf Director of Finance and Controller
- ------------------------- (Principal Accounting Officer)
GARY KORF
07
EXHIBIT INDEX
Exhibit Sequentially Numbered
Number Description of Exhibit Page
- ------- ---------------------- ---------------------
4.1 - Telegroup, Inc. Amended and Restated
1996 Stock Option Plan
5.1 - Opinion of Marcus & Thompson, P.C.
23.1 - Consent of KPMG Peat Marwick LLP
23.2 - Consent of Marcus & Thompson
(included in its opinion filed as Exhibit 5.1)
24.1 - Power of Attorney (included on signature page)