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Icg Communications Inc/DE – ‘S-8 POS’ on 2/17/98

As of: Tuesday, 2/17/98 · Effective: 2/17/98 · Accession #: 927356-98-168 · File #: 333-25957

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/17/98  Icg Communications Inc/DE         S-8 POS     2/17/98    2:22K                                    Donnelley R R & S… 08/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment #1 to Form S-8               10     36K 
 2: EX-23.1     Consent of Kmpg Peat Marwick LLP                       1      6K

S-8 POS — Post-Effective Amendment #1 to Form S-8
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Exemption From Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interest of Named Experts and Counsel Undertakings
1	1st Page - Filing Submission
2	Item 3. Incorporation of Documents by Reference
3	Item 4. Description of Securities
"	Item 5. Interest of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
6	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
"	Item 9. Undertakings

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998 
                                                    REGISTRATION NO. 333-25957
=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C.  20549 
____________________  
POST-EFFECTIVE AMENDMENT NO. 1  
TO  
FORM S-8  
REGISTRATION STATEMENT  
UNDER THE SECURITIES ACT OF 1933  
________________  
ICG COMMUNICATIONS, INC.  
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)  

DELAWARE                                                        84-1342022      
(STATE OR OTHER JURISDICTION OF                           (I.R.S. EMPLOYER      
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)      

9605 EAST MAROON CIRCLE 
ENGLEWOOD, COLORADO 80112 
(303) 572-5960  

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA  
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)  

INCENTIVE STOCK OPTION PLAN #2  
INCENTIVE STOCK OPTION PLAN #3  
1994 EMPLOYEE STOCK OPTION PLAN 
1996 STOCK OPTION PLAN  
ICG COMMUNICATIONS, INC. EMPLOYEE SAVINGS PLAN  
ICG COMMUNICATIONS, INC. 401(K) WRAPAROUND DEFERRED COMPENSATION PLAN 

(FULL TITLE OF THE PLANS) 
__________________  
H. DON TEAGUE, ESQ., GENERAL COUNSEL AND SECRETARY  
ICG COMMUNICATIONS, INC.  
9605 EAST MAROON CIRCLE 
P.O. BOX 6742 
ENGLEWOOD, COLORADO  80155-6742 
(303) 572-5960  

(NAME, ADDRESS, INCLUDING ZIP CODE, AND 
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)  
_____________ 
COPY TO:  
LESLIE NICHOLS, ESQ.  
SHERMAN & HOWARD L.L.C. 
633 17TH STREET, SUITE 3000 
DENVER, COLORADO  80202 
(303) 297-2900  

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PART I  

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS  

Information required by Part I to be contained in the Section 10(a)   
Prospectus is omitted from this Registration Statement in accordance with Rule  
428 under the Securities Act of 1933, as amended, and the Note to Part I of Form
S-8.                                                                            

PART II 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.                    

  The following documents filed by ICG Communications, Inc. (the
"Registrant" or the "Company") or the ICG Communications, Inc. Employee Savings 
Plan (the "Plan") with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"), are incorporated herein by reference:    

         (a)  (1) the Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act; or            

               (2) the latest prospectus filed pursuant to Rule 424(b) under the
               Securities Act that contains audited financial statements for the
              Company's latest fiscal year for which such statements have been
filed; and                                        

     (3) the latest annual report on Form 11-K for the Plan.

          (b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a) above.     

    (c)  The description of the common stock, $.01 par value, of the
               Company contained in a registration statement filed under Section
               12 of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.     

    All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, as amended, subsequent to the date of  
this Registration Statement and                                                 

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prior to the filing of a post-effective amendment which indicates that all      
securities offered have been sold or which deregisters all securities remaining 
unsold, shall be deemed to be incorporated by reference in this Registration    
Statement and to be a part thereof from the date of the filing of such documents
(such documents and the documents enumerated above, being hereinafter referred  
to as "Incorporated Documents"); provided, however, that the documents          
   --------  -------
enumerated above or subsequently filed by the Company pursuant to Sections      
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the    
offering made by this Registration Statement is in effect prior to the filing   
with the Commission of the Company's Annual Report on Form 10-K covering such   
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such    
Annual Report on Form 10-K.                                                     

ITEM 4.   DESCRIPTION OF SECURITIES.                                            

Not applicable.                                                       

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.                                

Not applicable.                                                       

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

  Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a 
party or is threatened to be made a party to any action, suit or proceeding     
(except actions by or in the right of the corporation) by reason of the fact    
that such person is or was a director or officer of the corporation against all 
expenses, judgments, fines and amounts paid in settlement actually and          
reasonably incurred by him 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 similarly indemnify such person for expenses   
actually and reasonably incurred by him in connection with the defense or       
settlement of any action or suit by or in the right of the corporation, provided
such person 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, in the case of    
claims, issues and matters as to which such person shall have been adjudged     
liable to the corporation, provided that a court shall have determined, upon    
application, that, despite the adjudication of liability but in view of all of  
the circumstances of the case, such person is fairly and reasonably entitled to 
indemnity for such expenses which such court shall deem proper.                 

Section 102(b)(7) of the Delaware General Corporation Law provides,   
generally, that the certificate of incorporation may contain a provision        
eliminating or limiting the personal liability of a director to the corporation 
or its stockholders for monetary damages for breach of fiduciary duty as a      
director, provided that such provision may not eliminate or limit the liability 
of a director (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 

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Section 174 of Title 8, or (iv) for any transaction from which the director     
derived an improper personal benefit.  No such provision may eliminate or limit 
the liability of a director for any act or omission occurring prior to the date 
when such provision becomes effective.                                          

 Articles Eighth and Tenth of the Company's Certificate of Incorporation
provide as follows:                                                             

      EIGHTH:  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
  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 hereafter amended 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.

    Any repeal or modification of the foregoing paragraph by the
       stockholders of the Corporation shall not adversely affect any right or
        protection of a director of the Corporation existing at the time of such
repeal or modification.                                         

          TENTH:  The Corporation shall 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, or by or in the right of the   
        Corporation to procure judgment in its favor, by reason of the fact that
       he is or was a director, officer, employee or agent of the Corporation,
     or is or was serving at the request of the Corporation as a director,
     officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including 
 attorneys' fees), judgments, fines and amounts paid in settlement
       actually and reasonably incurred by him 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, in accordance with and to the full extent permitted by
applicable law. Expenses (including attorneys' fees) incurred in
     defending any civil, criminal administrative or investigative action,
   suit or proceeding may be paid by the Corporation in advance of the
     final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an  
       undertaking by or on behalf of the director, officer, employee or agent
        to repay such amount unless it shall ultimately be determined that he is
   entitled to be indemnified by the Corporation as authorized in this
  section. The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking     
        indemnification may be entitled under these Articles or any agreement or
  vote of stockholders or disinterested directors or otherwise, both

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         as to action in his official capacity and as to action in another
      capacity while holding such office, and shall continue as to a
          person who has ceased to be a director, officer, employee or agent
  and shall inure to the benefit of the heirs, executors and
administrators of such a person.                        

Article VIII, Section 8.1 of the Company's Bylaws provide as follows: 

          Indemnification.  The Corporation shall indemnify to the
---------------                               
             fullest extent permitted by law any person made or threatened to be
        made a party to any action, suit or proceeding, whether civil,
          criminal, administrative or investigative, by reason of the fact
      that such person, or a person of whom he or she is the legal
             representative, is or was a director, officer, employee or agent of
             the Corporation or any predecessor of the Corporation, or serves or
         served any other enterprise as a director, officer, employee or
           agent at the request of the Corporation or any predecessor of the
Corporation.                                          

                 The Corporation shall pay any expenses reasonably incurred by a
           director or officer in defending a civil or criminal action, suit
           or proceeding in advance of the final disposition of such action,
           suit or proceeding upon receipt of an undertaking by or on behalf
      of such director or officer to repay such amount if it shall
       ultimately be determined that he or she is not entitled to be
             indemnified by the Corporation under this Article or otherwise. The
           Corporation may, by action of its Board of Directors, provide for
          the payment of such expenses incurred by employees and agents of
the Corporation as it deems appropriate.              

                 The rights conferred on any person under this Article shall not
           be deemed exclusive of any other rights that such person may have
  or hereafter acquire under any statute, provision of the
             Corporation's Certificate of Incorporation, By-Law, agreement, vote
             of stockholders or disinterested directors or otherwise. All rights
          to indemnification and to the advancement of expenses under this
          Article shall be deemed to be provided by a contract between the
             Corporation and the director, officer, employee or agent who serves
        in such capacity at any time while these By-Laws and any other
             relevant provisions of the Delaware General Corporation Law and any
    other applicable law, if any, are in effect. Any repeal or
         modification thereof shall not affect any rights or obligations
then existing.                                        

               For purposes of this Article, references to "the Corporation"
             shall be deemed to include any subsidiary of the Corporation now or
      hereafter organized under the laws of the State of Delaware.

The Company has purchased liability insurance policies covering its   
directors and officers.                                                         

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ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.                                  

Not applicable.                                                       

ITEM 8.   EXHIBITS.                                                             

   See Exhibit Index and Exhibits at the end of this Registration Statement.

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 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 (1)(i) and (1)(ii) do not apply if the       
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed with or furnished to the      
Commission 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.                                                                       

  (4) 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 15(d) of the Securities Exchange Act of 1934 (and, where       
applicable, each filing of an employee benefit plans 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                                                       

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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 Securities Act
of 1933 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 Securities   
Act of 1933 and will be governed by the final adjudication of such issue.       

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SIGNATURES    

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 No. 1 to a Registration Statement on Form S-8 to be signed  
on its behalf by the undersigned, thereunto duly authorized, in the City of     
Englewood, State of Colorado, on February 16, 1998.                             

                          ICG COMMUNICATIONS, INC.

                          By:  /s/ J. Shelby Bryan
                               -------------------
                            J. Shelby Bryan,
                                              President, Chief Executive Officer
                        and Director

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Shelby Bryan and H. Don Teague, and each of   
them, his true and lawful attorneys-in-fact and agents, each with full power of 
substitution and resubstitution, for him and in his name, place and stead, in   
any and all capacities, to sign any and 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, and each of them, full power and authority to do and perform each and   
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby  
ratifying and confirming all that said attorneys-in-fact and agents, or either  
of them, or their or his substitute or substitutes, may lawfully do or cause to 
be done by virtue hereof.                                                       

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 dates indicated:                                          

Signature              Title                            Date
---------              -----                            ----

Signature              Title                            Date
---------              -----                            ----

*                          Chairman of the Board          February 16, 1998 
---------------------------      of Directors                                   
William J. Laggett                                                  

/s/ J. Shelby Bryan        President, Chief Executive     February 16, 1998 
---------------------------  Officer and Director                               
J. Shelby Bryan        (Principal Executive Officer)                

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*                           Executive Vice President and     February 16, 1998
---------------------------  Chief Financial Officer                            
James D. Grenfell     (Principal Financial Officer)               

*                           Vice President and               February 16, 1998
---------------------------  Corporate Controller                               
Richard  Bambach      (Principal Accounting Officer)              

*                           Director                         February 16, 1998
-------------------------                                                       
Harry R. Herbst                                                   

*                           Director                         February 16, 1998
-------------------------                                                       
Stan McLelland                                                    

*                           Director                         February 16, 1998
-------------------------                                                       
Leontis Teryazos                                                  

                            Director                         February __, 1998
-------------------------                                                       
Walter Threadgill                                                 

*/s/ J. Shelby Bryan                                                          
-------------------------                                                       
By J. Shelby Bryan as attorney-in-fact                                          
for each of the persons whose name is                                           
noted with an asterisk (*) above                                                

THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the      
persons who administer the Plan have duly caused this registration statement to 
be signed on its behalf by the undersigned, thereunto duly authorized, in the   
City of Englewood, State of Colorado, on February 16, 1998.                     

             By: /s/ James D. Grenfell
                                    ----------------------------------------
                                 James D. Grenfell, Plan Administrator

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EXHIBIT INDEX 

EXHIBITS                                                                    
--------                                                                    

5.1   Opinion of Counsel.*                                                      
23.1  Consent of KPMG Peat Marwick LLP.                                         
23.2  Consent of Counsel (included in Exhibit 5.1).                             
24    Powers of Attorney (included in signature page of original Registration   
      Statement and this post-effective amendment to the Registration Statement)
______________________                                                          
* previously filed                                                              

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	2/17/98	1		None on these Dates
	2/16/98	8	9
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Filing Submission 0000927356-98-000168 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Icg Communications Inc/DE – ‘S-8 POS’ on 2/17/98

As of: Tuesday, 2/17/98 · Effective: 2/17/98 · Accession #: 927356-98-168 · File #: 333-25957

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Post-Effective Amendment to an S-8 — Form S-8
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S-8 POS — Post-Effective Amendment #1 to Form S-8
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