360NETWORKS Inc – ‘S-8’ on 6/21/00

On:  Wednesday, 6/21/00, at 3:09pm ET   ·   Effective:  6/21/00   ·   Accession #:  950162-0-766   ·   File #:  333-39774

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            9     42K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of Stewart McKelvey Stirling Scales            2     12K 
 3: EX-23.1     Consent of Independent Auditors                        1      7K 
 4: EX-23.2     Consent of Independent Auditors                        1      6K 
 5: EX-24.1     Powers of Attorney                                    13     30K 
 6: EX-99.1     1998 Long Term Incentive and Share Award Plan         16     60K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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 As filed with the Securities and Exchange Commission on June 21, 2000
                                                    Registration No. 333-_______
================================================================================
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 -------------------------

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933
 -------------------------

360NETWORKS INC.
(Exact name of registrant as specified in its charter)

Nova Scotia, Canada                          Not Applicable     
(State or other jurisdiction of           (I.R.S. Employer Identification No.)  
incorporation or organization)                                                  

1500-1066 West Hastings Street
 Vancouver, British Columbia
Canada V6E 3X1
(Address of Principal Executive Offices)
 -------------------------

GLOBENET COMMUNICATIONS GROUP LIMITED 1998 SHARE OPTION AND INCENTIVE PLAN
TELEBERMUDA INTERNATIONAL LIMITED DIRECTORS, EXECUTIVES, SENIOR MANAGEMENT AND
SENIOR STAFF STOCK OPTION PLAN
STOCK OPTIONS ISSUED BY GLOBENET COMMUNICATIONS GROUP LIMITED AND 
 TELEBERMUDA INTERNATIONAL LIMITED
(as assumed by 360networks inc.)

360NETWORKS INC. 1998 LONG TERM INCENTIVE AND SHARE AWARD PLAN, AS AMENDED
 (Full title of the plans)
 -------------------------

 CT Corporation System
 111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, address (including zip code) and telephone number (including area
code) of agent for service in the United States)
 -------------------------

Copies to:
Roger Andrus, Esq.                              Cameron G. Belsher, Esq.        
Cahill Gordon & Reindel                         Farris, Vaughan, Wills & Murphy 
80 Pine Street                                  2600-700 West Georgia Street    
New York, NY 10005-1702                         Vancouver, British Columbia     
                              Canada V7Y 1B3

 -------------------------

                                                        [Enlarge/Download Table]

                         CALCULATION OF REGISTRATION FEE                                                            

=================================================================================================================== 
                                                                            Proposed      Proposed                  
                                                                            Maximum        Maximum                  
                                                                            Offering      Aggregate      Amount of  
          Title of Securities to be Registered             Amount to be    Price Per      Offering     Registration 
                                                          Registered (1)     Share          Price           Fee     
------------------------------------------------------------------------------------------------------------------- 
                                                                                                                    
Subordinate Voting Shares, no par value                                                                             
   Issuable pursuant to options previously granted                                                                  
     under 360networks inc.'s 1998 Long Term Incentive    52,501,680        $2.32 (2)     $121,803,898(2)  $ 32,156 
     and Share Award Plan, as amended                     shares                                                    
   Issuable pursuant to options to be granted under                                                                 
     360networks inc.'s 1998 Long Term Incentive and      18,631,328        $16.4375 (3)  $306,252,454(3)  $ 80,851 
     Share Award Plan, as amended                         shares                                                    
   Issuable pursuant to options previously granted                                                                  
     under the 1998 Share Option and Incentive Plan of                                                              
     GlobeNet Communications Group Limited                                                                          
     ("GlobeNet"), the Directors, Executives, Senior                                                                
     Management and Senior Staff Stock Option Plan of                                                               
     TeleBermuda International Limited ("TBI") and                                                                  
     certain stock options issued by GlobeNet and TBI      4,017,054 shares $4.99(4)      $ 20,045,099(4)  $  5,292 
Total                                                     75,150,062 shares               $448,101,451     $118,299 
====================================================================================================================

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the  
"Act"), there is also being registered an indeterminate number of     
Subordinate Voting Shares which may become issuable as a result of the
     anti-dilution provisions of 360networks inc.'s 1998 Long Term Incentive and
Share Award Plan, as amended, GlobeNet's 1998 Share Option and        
   Incentive Plan, TBI's Directors, Executives, Senior Management and Senior
  Staff Stock Option Plan and certain stock options issued by GlobeNet and
TBI.                                                                  

(2)  Calculated based on a weighted average exercise price of approximately     
$2.32 per share pursuant to Rule 457(h) under the Act.                

(3)  Estimated solely for purposes of calculating the registration fee pursuant 
   to Rules 457(c) and 457(h) under the Act based on the average of the high
and low sale prices reported for the Subordinate Voting Shares of     
     360networks inc. on June 9, 2000, which was $16.4375 per share, as reported
in the consolidated reporting system by the Nasdaq National Market.   

(4)  Calculated based on a weighted average exercise price of approximately     
$4.99 per share pursuant to Rule 457(h) under the Act.                

================================================================================

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EXPLANATORY NOTE

    This Registration Statement is intended to register 75,150,062 Subordinate
Voting Shares, no par value (the "Subordinate Voting Shares"), of 360networks   
inc., formerly known as Worldwide Fiber Inc., (the "Company" or the             
"Registrant") that have been or may be issued under (1) the Company's 1998 Long 
Term Incentive and Share Award Plan, as amended (the "Company Plan") and (2) (a)
the 1998 Share Option and Incentive Plan (the "GlobeNet Plan") of GlobeNet      
Communications Group Limited, a Bermuda company ("GlobeNet"), and the Directors,
Executives, Senior Management and Senior Staff Option Plan (the "TBI Plan") of  
TeleBermuda International Limited, a Bermuda company and a wholly owned         
subsidiary of GlobeNet ("TBI"), and (b) certain stock options issued by GlobeNet
and TBI (together with the GlobeNet Plan and the TBI Plan, the "Assumed         
Options"), as described in the next paragraph.                                  

     Pursuant to an Agreement and Plan of Arrangement dated as of March 11, 2000
between the Company and GlobeNet, on June 20, 2000, the Company acquired        
GlobeNet (the "Acquisition"), with GlobeNet becoming a wholly owned subsidiary  
of the Company after the Acquisition. Outstanding options granted pursuant to   
the Assumed Options prior to the Acquisition have been converted into options to
purchase Subordinate Voting Shares, subject to appropriate adjustments to the   
number of shares subject to the option and the exercise price thereof, and the  
Company has assumed GlobeNet's and TBI's obligations under the stock option     
agreements governing such options. Each outstanding option is otherwise         
exercisable upon generally the same terms and conditions as were applicable     
immediately prior to the Acquisition.                                           

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PART I

INFORMATION REQUIRED
 IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.                                                       

  Omitted pursuant to the instructions and provisions of Form S-8.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.            

  Omitted pursuant to the instructions and provisions of Form S-8.

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 PART II

INFORMATION REQUIRED
 IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.                                

The following documents, which are on file with the Commission, are   
incorporated in this Registration Statement by reference and made a part hereof:

     1. our annual report on Form 20-F for the year ended December 31,
1999;                                                                 

     2. our reports on Form 6-K, filed with the Commission on June 21,
2000, May 16, 2000 and May 5, 2000; and                               

        3. the description of our Subordinate Voting Shares contained in our
Form 8-A/A filed with the Commission on April 20, 2000.               

All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act  
of 1934, as amended, prior to the filing of a post-effective amendment which    
indicates that all securities offered have been sold or which deregisters all   
securities then remaining unsold, shall be deemed to be incorporated by         
reference in this Registration Statement and to be part hereof from the date of 
filing of such documents. We may incorporate by reference any reports filed by  
us on Form 6-K by identifying on such forms that they are being incorporated by 
reference into this Registration Statement.                                     

ITEM 4. DESCRIPTION OF SECURITIES.                                              

Not applicable.                                               

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.                                 

Not applicable.                                               

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

     Pursuant to the Amended and Restated Articles of Association of the Company
(the "Articles of Association"), subject to Articles 142 and 143 of the Articles
of Association, every director, manager, Secretary, Treasurer and other officer 
or servant of the Company shall be indemnified by the Company against, and it   
shall be the duty of the directors out of the funds of the Company to pay, all  
costs, losses and expenses that any such director, manager, Secretary, Treasurer
or other officer or servant may incur or become liable to pay by reason of any  
contract entered into, or act or thing done by him or her as such officer or    
servant or in any way in the discharge of his or her duties including traveling 
expenses; and the amount for which such indemnity is proved shall immediately   
attach as a lien on the property of the Company and have priority as against the
members over all other claims.                                                  

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  The Company has purchased insurance against potential claims against the
directors and officers of the Company and against loss for which the Company may
be required or permitted by law to indemnify such directors and officers.       

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the      
Registrant pursuant to the foregoing provisions, the Registrant has been        
informed that in the opinion of the U.S. Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is         
therefore unenforceable.                                                        

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.                                    

Not applicable.                                               

ITEM 8.  EXHIBITS.                                                              

     The Exhibits to this Registration Statement are listed in the Exhibit Index
on page II-6 of this Registration Statement, which Index is incorporated herein 
by reference.                                                                   

ITEM 9.  UNDERTAKINGS.                                                          

(a) 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 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. Notwithstanding the foregoing, any
      increase or decrease in volume of securities offered (if the total
      dollar value of securities offered would not exceed that which was
 registered) and any deviation from the low or high end of the
    estimated maximum offering range may be reflected in the form of
       prospectus filed with the Commission pursuant to Rule 424(b) if, in
         the aggregate, the changes in volume and price represent no more than
         a 20% change in the maximum aggregate offering price set forth in the
         "Calculation of Registration Fee" table in the effective 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;                                     

     provided, however, that paragraphs (a)(1)(i) and (a)(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 by the Registrant pursuant to 
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are     
incorporated by reference in this Registration Statement.                       

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    (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.                                          

(b) 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 15(d) of the    
Securities Exchange Act of 1934 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.      

     (c) 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. 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

    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, thereunder duly        
authorized, in the City of Seattle, State of Washington, on the 21st of June,   
2000.                                                                           

    360NETWORKS INC.
          (Registrant)

           By: /s/  GREGORY MAFFEI
                                 -------------------------------------
                Name: Gregory Maffei
                 Title:  President and
                                   Chief Executive Officer

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Pursuant to the requirements of the Securities Act of 1933, this      
Registration Statement has been signed below by the following persons, in the   
capacities and on the dates indicated.                                          

                                                        [Enlarge/Download Table]

Signature                                  Title                                   Date         

                                                                                                
  /s/ DAVID LEDE                           Chairman of the Board                   June 21, 2000
-----------------------------------------                                                       
David Lede                                                                                      

  /s/ GREGORY MAFFEI                       Director (Principal Executive Officer)  June 21, 2000
-----------------------------------------                                                       
Gregory Maffei                                                                                  

  /s/ CLIFFORD LEDE                        Vice Chairman                           June 21, 2000
-----------------------------------------                                                       
Clifford Lede                                                                                   

  /s/ LARRY OLSEN                          Vice Chairman (Principal Financial and  June 21, 2000
----- -----------------------------------  Accounting Officer)                                  
Larry Olsen                                                                                     

  /s/ RON STEVENSON                        Director                                June 21, 2000
-----------------------------------------                                                       
Ron Stevenson                                                                                   

  /s/ KEVIN COMPTON                        Director                                June 21, 2000
-----------------------------------------                                                       
Kevin Compton                                                                                   

  /s/ GLENN CREAMER                        Director                                June 21, 2000
-----------------------------------------                                                       
Glenn Creamer                                                                                   

  /s/ JOHN MALONE                          Director                                June 21, 2000
-----------------------------------------                                                       
John Malone                                                                                     

  /s/ CLAUDE MONGEAU                       Director                                June 21, 2000
-----------------------------------------                                                       
Claude Mongeau                                                                                  

  /s/ ANDREW RUSH                          Director                                June 21, 2000
-----------------------------------------                                                       
Andrew Rush                                                                                     

  /s/ JOHN STANTON                         Director                                June 21, 2000
-----------------------------------------                                                       
John Stanton                                                                                    

  /s/ GENE SYKES                           Director                                June 21, 2000
-----------------------------------------                                                       
Gene Sykes                                                                                      

  /s/ JAMES VOELKER                        Director                                June 21, 2000
-----------------------------------------                                                       
James Voelker                                                                                   

     WFI Fiber Inc.                            WFI Fiber Inc. (Authorized U.S.     June 21, 2000
                                               Representative)                                  

By:     /s/ LARRY OLSEN                                                                         
     ------------------                                                                         
     Larry Olsen, Authorized Signatory                                                          


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 EXHIBIT INDEX

EXHIBIT NO.              EXHIBIT                                        
----------               -------                                        

    3.1  Memorandum of Association of 360networks inc. (incorporated herein by
reference to Exhibit 3.6 to Amendment No. 2 to the Form F-1 
       Registration Statement (No. 333-95621) of the Registrant filed with
the Commission on April 18, 2000).                          
  3.2  Articles of Association of 360networks inc. (incorporated herein by
reference to Exhibit 3.7 to Amendment No. 2 to the Form F-1 
       Registration Statement (No. 333-95621) of the Registrant filed with
the Commission on April 18, 2000).                          
    5.1  Opinion of Stewart McKelvey Stirling Scales regarding the legality of
the securities being registered.                            
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.     
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.          
     23.3 Consent of Stewart McKelvey Stirling Scales (included in Exhibit 5.1).
24.1 Powers of Attorney.                                              
 99.1 1998 Long Term Incentive and Share Award Plan of 360networks inc.,
as amended.                                                 

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		6/21/00		1		8			6-K
		6/20/00		2
		6/9/00		1
		5/16/00		4					6-K
		5/5/00		4					6-K
		4/20/00		4					424B1,  8-A12G/A
		4/18/00		9
		3/11/00		2
		12/31/99		4					20-F
									List all Filings