content: <PAGE>   1
       As filed with the Securities and Exchange Commission on January 28, 1998
                                                       Registration No. 333-______
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                                   WORLDCOM, INC.
               (Exact name of registrant as specified in its charter)
  
                  GEORGIA                                 58-1521612
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)
  
                                515 EAST AMITE STREET
                           JACKSON, MISSISSIPPI 39201-2702
                            (Address, including zip code,
                    of registrant's principal executive offices)
  
  
                              WORLDCOM/ANS OPTION PLAN
  -------------------------------------------------------------------------------
                             (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                   WORLDCOM, INC.
                        10777 SUNSET OFFICE DRIVE, SUITE 330
                              ST. LOUIS, MISSOURI 63127
                                   (314) 909-4100
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                           -------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ------------------------------------------------------------------------------------------------------------------------------
                                                         Proposed maximum         Proposed maximum
   Title of securities to    Amount to be registered    offering price per       aggregate offering     Amount of registration
        be registered                                         share(1)                 price(1)                   fee
  ------------------------------------------------------------------------------------------------------------------------------
  <S>                               <C>                     <C>                      <C>                      <C>
  Common stock, $0.01 par
  value, and associated             2,090,000               $11.5072                $24,050,023               $7,095
  preferred stock purchase          shares(3)
  rights(2)
  ------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  ------------------------
       (1)  Computed pursuant to Rule 457(c) and Rule 457(h) solely for the 
            purpose of determining the registration fee. Proposed maximum offering
            price represents (i) the weighted average price per share based on the
            exercise price of stock options already granted and (ii) the average
            high and low reported market price of the Registrant's Common Stock
            reported on the Nasdaq National Market on January 21, 1998 with 
            respect to securities for which options have not been granted.
  
       (2)  Each share of Common Stock also represents one preferred stock 
            purchase right. Preferred stock purchase rights cannot trade 
            separately from the underlying common stock and, therefore, do not 
            carry a separate price or necessitate an additional filing fee.
  
       (3)  This Registration Statement also covers such additional shares of 
            Common Stock as may be issuable pursuant to antidilution provisions.
  
  
  <PAGE>   2
  
                                       PART II
                             INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  by WorldCom, Inc. ("WorldCom" or the "Company") (formerly Resurgens
  Communications Group, Inc.) under File No. 0-11258 (formerly File No. 1-10415)
  pursuant to the Exchange Act are incorporated herein by reference:
  
       (a)  (1)  WorldCom's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1996 (the "WorldCom 1996 Form 10-K");
  
            (2)  WorldCom's Quarterly Report on Form 10-Q for the quarter ended
                 March 31, 1997; June 30, 1997 and September 30, 1997;
  
            (3)  WorldCom's Current Reports on Form 8-K dated August 25, 1996
                 (filed August 26, 1996 and as amended on Form 8-K/A filed
                 November 4, 1996 and November 20, 1996 and December 19, 1997),
                 December 31, 1996 (filed January 15, 1997), March 18, 1997 (filed
                 March 24, 1997), March 26, 1997 (filed April 2, 1997) May 22,
                 1997 (filed June 6, 1997), June 30, 1997 (filed July 7, 1997),
                 August 5, 1997 (filed August 5, 1997), August 8, 1997 (filed
                 August 11, 1997), August 22, 1997 (filed August 25, 1997), August
                 28, 1997 (filed September 10, 1997), September 7, 1997 (filed
                 September 17, 1997), October 1, 1997 (filed October 2, 1997),
                 October 3, 1997 (filed October 3, 1997), October 9, 1997 (filed
                 October 10, 1997), October 10, 1997 (filed October 14, 1997),
                 October 14, 1997 (filed October 14, 1997), October 15, 1997
                 (filed October 16, 1997), October 16, 1997 (filed October 17,
                 1997), October 23, 1997 (filed October 23, 1997), October 31,
                 1997 (filed November 3, 1997) and November 9, 1997 (filed
                 November 12, 1997 and as amended on Form 8-K/A-1 filed 
                 January 27, 1998 and Form 8-K/A-2 January 28, 1998);
  
            (4)  the description of WorldCom's (formerly Resurgens') Common Stock
                 as contained in Item 1 of Resurgens' Registration Statement on
                 Form 8-A dated December 12, 1989, as updated by the descriptions
                 contained in WorldCom's Registration Statement on Form S-4 (File
                 No. 333-16015), as declared effective by the Commission on
                 November 14, 1996, which includes the Joint Proxy
                 Statement/Prospectus dated November 14, 1996 with respect to
                 WorldCom's Special Meeting of Shareholders held on December 20,
                 1996, under the following captions: "Description of WorldCom
                 Capital Stock" and "Comparative Rights of Shareholders";
  
            (5)  the description of WorldCom's Preferred Stock Purchase Rights
                 contained in WorldCom's Registration Statement on Form 8-A dated
                 August 26, 1996, as updated by WorldCom's Current Report on Form
                 8-K dated May 22, 1997 (filed June 6, 1997); and
  
            (6)  the descriptions of the WorldCom Series A 8% Cumulative
                 Convertible Preferred Stock ("WorldCom Series A Preferred
                 Stock"), the WorldCom Series B Convertible Preferred Stock
                 ("WorldCom Series B Preferred Stock") and the WorldCom Depositary
                 Shares ("WorldCom Depositary Shares") contained in WorldCom's
                 Registration Statements on Form 8-A dated November 13, 1996.
  
       All documents filed by WorldCom with the Commission pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
  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 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 herein by reference, 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 incorporated or
  deemed to be incorporated by reference, which statement is also incorporated
  
  
  
                                          2
  <PAGE>   3
  herein by reference, 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.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that a corporation's articles of incorporation may
  include a provision that eliminates or limits the personal liability of
  directors for monetary damages to the corporation or its shareholders for any
  action taken, or any failure to take any action, as a director, provided,
  however, that the Section does not permit a corporation to eliminate or limit
  the liability of a director for appropriating, in violation of his or her
  duties, any business opportunity of the corporation, for acts or omissions
  including intentional misconduct or a knowing violation of law, receiving from
  any transaction an improper personal benefit, or voting for or assenting to an
  unlawful distribution (whether as a dividend, stock repurchase or redemption, or
  otherwise) as provided in Section 14-2-832 of the Georgia Code. Section
  14-2-202(b)(4) also does not eliminate or limit the rights of WorldCom or any
  shareholder to seek an injunction or other nonmonetary relief in the event of a
  breach of a director's duty to the corporation and its shareholders.
  Additionally, Section 14-2-202(b)(4) applies only to claims against a director
  arising out of his or her role as a director, and does not relieve a director
  from liability arising from his or her role as an officer or in any other
  capacity.
  
           The provisions of Article Ten of WorldCom's Second Amended and Restated
  Articles of Incorporation are similar in all substantive respects to those
  contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
  Article Ten further provides that the liability of directors of WorldCom shall
  be limited to the fullest extent permitted by amendments to Georgia law.
  
           Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
  the indemnification of directors, officers, employees, and agents. Section
  14-2-851 of the Georgia Code permits indemnification of a director of WorldCom
  for liability incurred by him or her in connection with any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (including, subject to certain limitations, civil actions
  brought as derivative actions by or in the right of WorldCom) in which he or she
  is made a party by reason of being a director of WorldCom and of directors who,
  at the request of WorldCom, act as directors, officers, partners, trustees,
  employees or agents of another foreign or domestic corporation, partnership,
  joint venture, trust, employee benefit plan or other enterprise. The Section
  permits indemnification if the director acted in good faith and reasonably
  believed (a) in the case of conduct in his or her official capacity, that such
  conduct was in the best interests of the corporation, (b) in all other cases
  other than a criminal proceeding, that such conduct was at least not opposed to
  the best interests of the corporation, and (c) in the case of a criminal
  proceeding, that he or she had no reasonable cause to believe his or her conduct
  was unlawful. If the required standard of conduct is met, indemnification may
  include judgments, settlements, penalties, fines or reasonable expenses
  (including attorneys' fees) incurred with respect to a proceeding.
  
           A Georgia corporation may not indemnify a director under Section
  14-2-851 (i) in connection with a proceeding by or in the right of the
  corporation, except for reasonable expenses incurred by such director in
  connection with the proceeding provided it is determined that such director met
  the relevant standard of conduct set forth above, or (ii) in connection with any
  proceeding with respect to conduct for which such director was adjudged liable
  on the basis that he or she received an improper personal benefit.
  
           Prior to indemnifying a director under Section 14-2-851 of the Georgia
  Code, a determination must be made that the director has met the relevant
  standard of conduct. Such determination must be made by: (i) a majority vote of
  a quorum 
  
  
  
                                         3
  <PAGE>   4
  consisting of directors not at that time parties to the suit; (ii) a
  duly designated committee of directors; (iii) duly selected special legal
  counsel; or (iv) a vote of the shareholders, excluding shares owned by or voted
  under the control of directors who are at the time parties to the suit.
  
           A Georgia corporation may, before final disposition of a proceeding,
  advance funds to pay for or reimburse the reasonable expenses incurred by a
  director who is a party to a proceeding because he or she is a director,
  provided that such director delivers to the corporation a written affirmation of
  his or her good faith belief that he or she met the relevant standard of conduct
  described in Section 14-2-851 of the Georgia Code, or that the proceeding
  involves conduct for which such director's liability has been properly
  eliminated by action of the corporation, and a written undertaking by the
  director to repay any funds advanced if it is ultimately determined that such
  director was not entitled to such indemnification. Section 14-2-852 of the
  Georgia Code provides that directors who are successful with respect to any
  claim brought against them, which claim is brought because they are or were
  directors of WorldCom, are entitled to mandatory indemnification against
  reasonable expenses incurred in connection therewith.
  
           The Georgia Code also allows a Georgia corporation to indemnify
  directors made a party to a proceeding without regard to the above-referenced
  limitations, if authorized by the articles of incorporation or a bylaw,
  contract, or resolution duly adopted by a vote of the shareholders of the
  corporation by a majority of votes entitled to be cast, excluding shares owned
  or voted under the control of the director or directors who are not
  disinterested, and to advance funds to pay for or reimburse reasonable expenses
  incurred in the defense thereof, subject to restrictions similar to the
  restrictions described in the preceding paragraph; provided, however, that the
  corporation may not indemnify a director adjudged liable (1) for any
  appropriation, in violation of his or her duties, of any business opportunity of
  WorldCom, (2) for acts or omissions which involve intentional misconduct or a
  knowing violation of law, (3) for unlawful distributions under Section 14-2-832
  of the Georgia Code, or (4) for any transaction in which the director obtained
  an improper personal benefit.
  
           Section 14-2-857 of the Georgia Code provides that an officer of
  WorldCom (but not an employee or agent generally) who is not a director has the
  mandatory right of indemnification granted to directors under Section 14-2-852,
  as described above. In addition, WorldCom may, as provided by WorldCom's Second
  Amended and Restated Articles of Incorporation, WorldCom's Bylaws, general or
  specific actions by its board of directors or contract, indemnify and advance
  expenses to an officer, employee or agent who is not a director to the extent
  that such indemnification is consistent with public policy.
  
           The indemnification provisions of Article X of WorldCom's Bylaws and
  Article Eleven of WorldCom's Second Amended and Restated Articles of
  Incorporation are consistent with the foregoing provisions of the Georgia Code.
  However, WorldCom's Second Amended and Restated Articles of Incorporation
  prohibit indemnification of a director who did not believe in good faith that
  his or her actions were in, or not contrary to, WorldCom's best interests.
  WorldCom's Bylaws extend the indemnification available to officers under the
  Georgia Code to employees and agents.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers or persons controlling the
  Company pursuant to such provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in such Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not applicable.
  
  ITEM 8. EXHIBITS.
  
            Reference is made to the Exhibit Index.
  
  ITEM 9. UNDERTAKINGS.
  
            (a) The undersigned registrant hereby undertakes:
  
  
  
                                         4
  <PAGE>   5
                 (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; 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 percent 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
                           the registration statement or any material change to
                           such information in the registration statement;
  
                           provided, however, that paragraphs (a)(1)(i) and (a)(1)
                           (ii) do not apply if the registration statement is on 
                           Form S-3 or Form S-8, and 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.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrants annual report pursuant to Section 13(a) or 15(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 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 payment by the registrant
  or 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.
  
  
  
                                         5
  <PAGE>   6
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it is has reasonable grounds to believe that it meets all 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 Jackson, State of Mississippi on January 27, 1998.
  
                                              WORLDCOM, INC.
  
  
  
                                              By: /s/ Scott D. Sullivan
                                                 ------------------------
                                                  Scott D. Sullivan
                                                  Chief Financial Officer
  
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below hereby constitutes and appoints
  Bernard J. Ebbers, John W. Sidgmore, Scott D. Sullivan, and Charles T. Cannada,
  and each of them (with full power to each of them to act alone), his true and
  lawful attorneys in fact and agents for him and on his behalf 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 exhibits and any and all other documents filed with respect
  thereto, with the Securities and Exchange Commission (or any other governmental
  or regulatory authority), granting unto said attorneys, and each of them, full
  power and authority to do and to perform each and every act and thing requisite
  and necessary to be done in and about the premises in order to effectuate the
  same as fully to all intents and purposes as he himself might or could do if
  personally present, hereby ratifying and confirming all that said attorneys in
  fact and agents, or any of them, 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.
  
  <TABLE>
  <CAPTION>
  
                        Name                               Title                                   Date
                        ----                               -----                                   ----
  <S>                                                 <C>                                    <C> 
  /s/ Carl J. Aycock                                  Director                               January 27, 1998
  --------------------------------------------
                  Carl J. Aycock
  
  
  
  /s/ Max E. Bobbitt                                  Director                               January 27, 1998
  --------------------------------------------
                  Max E. Bobbitt
  
  
  
  /s/ Bernard J. Ebbers                               Director, President and                January 27, 1998
  --------------------------------------------        Chief Executive Officer
                  Bernard J. Ebbers                   (Principal Executive Officer)                        
                                                                      
  
  /s/ Francesco Galesi                                Director                               January 27, 1998
  --------------------------------------------
                  Francesco Galesi
  </TABLE>
  
  
  
                                         6
  <PAGE>   7
  
  <TABLE>
  <CAPTION>
  
                    Name                                   Title                                   Date
                    ----                                   -----                                   ----
  <S>                                                 <C>                                    <C> 
  
  /s/ Richard R. Jaros                                Director                               January 27, 1998
  --------------------------------------------
                  Richard R. Jaros
  
  
  
  /s/ Stiles A. Kellett, Jr.                          Director                               January 27, 1998
  --------------------------------------------
                  Stiles A. Kellett, Jr.
  
  
  
  /s/ David C. McCourt                                Director                               January 27, 1998
  --------------------------------------------
                  David C. McCourt
  
  
  
  /s/ John A. Porter                                  Director                               January 27, 1998
  --------------------------------------------
                  John A. Porter
  
  
  
  /s/ John W. Sidgmore                                Director                               January 27, 1998
  --------------------------------------------
                John W. Sidgmore
  
  
  
  /s/ Scott D. Sullivan                               Director and Chief Financial           January 27, 1998
  --------------------------------------------        Officer (Principal Financial                                                 
                Scott D. Sullivan                     Officer and Principal                                       
                                                      Accounting Officer)                     
                                                                           
  
  /s/ Lawrence C. Tucker                              Director                               January 27, 1998
  --------------------------------------------
                 Lawrence C. Tucker
  </TABLE>
  
  
  
                                         7
  <PAGE>   8
  
                                    EXHIBIT INDEX
  
  EXHIBIT 
  NUMBER                              DESCRIPTION 
  -------                             -----------
  
  
  4.1  Second Amended and Restated Articles of Incorporation of WorldCom
       (including preferred stock designations) as of December 31, 1996
       (incorporated herein by reference to Exhibit 3.1 to the Current Report on
       Form 8-K of WorldCom (File No. 0-11258) dated December 31, 1996 (filed
       January 15, 1997))
  
  4.2  Restated Bylaws of WorldCom (incorporated herein by reference to Exhibit
       4.2 to the Annual Report on Form 10-K filed by WorldCom (File No. 0-11258)
       for the fiscal year ended December 31, 1996)
  
  4.3  Form of Deposit Agreement between WorldCom, The Bank of New York and the
       holders from time to time of the Depositary Shares representing 1/100 of a
       share of WorldCom Series A Preferred Stock (the "WorldCom Depositary
       Shares") (incorporated herein by reference to Exhibit 4.5 to Registrant
       Statement on Form S-4 filed by WorldCom (Registration No. 333-16015))
  
  4.4  Form of certificate representing WorldCom Depositary Shares (incorporated
       herein by reference to Exhibit A to the Deposit Agreement filed as Exhibit
       4.5 to Registration Statement on Form S-4 filed by WorldCom (Registration
       No. 333-16015))
  
  4.5  Rights Agreement dated as of August 25, 1996 between the Company and The
       Bank of New York, which includes the form of Certificate of Designations,
       setting forth the terms of the Series 3 Junior Participating Preferred
       Stock, par value $.01 per share, as Exhibit A, the form of Rights
       Certificate as Exhibit B and the Summary of Preferred Stock Purchase Rights
       as Exhibit C (incorporated herein by reference to Exhibit 4 to the Current
       Report on Form 8-K dated August 26, 1996 (as amended on Form 8 K/A filed
       August 31, 1996) filed by the Company with the Securities and Exchange
       Commission on August 26, 1996 (as amended on Form 8 K/A filed on August 31,
       1996) File No. 0-11258))
  
  4.6  Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by and between
       WorldCom, Inc. And The Bank of New York, as Rights Agreement (incorporated
       herein by reference to Exhibit 4.2 of WorldCom's Current Report on Form 8-K
       dated May 22, 1997 (filed June 5, 1997)) 
  
  5.1  Opinion of William E. Anderson as to the legality of the Securities to be
       issued 
  
  23.1 Consent of Arthur Anderson LLP 
  
  23.2 Consent of Coopers & Lybrand LLP
  
  23.3 Consent of Arthur Andersen LLP 
  
  23.4 Consent of Arthur Andersen LLP 
  
  23.5 Consent of Price Waterhouse LLP
  
  23.6 Consent of William E. Anderson, Esq. (included in Exhibit 5.1)
  
  24.1 Power of Attorney (included in Signature Pages)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30711}]
metadata_filer: {"company-data": {"conformed-name": "WORLDCOM INC /GA/", "cik": "0000723527", "assigned-sic": "4813", "irs-number": "581521612", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45083", "film-number": "98515627"}, "business-address": {"street1": "515 EAST AMITE ST", "city": "JACKSON", "state": "MS", "zip": "39201-2702", "phone": "6013608600"}, "former-company": [{"former-conformed-name": "LDDS COMMUNICATIONS INC /GA/", "date-changed": "19930916"}, {"former-conformed-name": "RESURGENS COMMUNICATIONS GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "CENTRAL CORP /GA/", "date-changed": "19890523"}]}
text: 1
       As filed with the Securities and Exchange Commission on January 28, 1998
                                                       Registration No. 333-______
  
                         SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C. 20549
  
                               -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933
  
                               -----------------------
  
                                   WORLDCOM, INC.
               (Exact name of registrant as specified in its charter)
  
                  GEORGIA                                 58-1521612
      (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)
  
                                515 EAST AMITE STREET
                           JACKSON, MISSISSIPPI 39201-2702
                            (Address, including zip code,
                    of registrant's principal executive offices)
  
                              WORLDCOM/ANS OPTION PLAN
  -------------------------------------------------------------------------------
                             (Full title of the plan(s))
  
                              P. BRUCE BORGHARDT, ESQ.
                                   WORLDCOM, INC.
                        10777 SUNSET OFFICE DRIVE, SUITE 330
                              ST. LOUIS, MISSOURI 63127
                                   (314) 909-4100
              (Name, address, including zip code, and telephone number,
                     including area code, of agent for service)
  
                           -------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ------------------------------------------------------------------------------------------------------------------------------
                                                         Proposed maximum         Proposed maximum
   Title of securities to    Amount to be registered    offering price per       aggregate offering     Amount of registration
        be registered                                         share(1)                 price(1)                   fee
  ------------------------------------------------------------------------------------------------------------------------------
  Common stock, $0.01 par
  value, and associated             2,090,000               $11.5072                $24,050,023               $7,095
  preferred stock purchase          shares(3)
  rights(2)
  ------------------------------------------------------------------------------------------------------------------------------
  ------------------------
       (1)  Computed pursuant to Rule 457(c) and Rule 457(h) solely for the 
            purpose of determining the registration fee. Proposed maximum offering
            price represents (i) the weighted average price per share based on the
            exercise price of stock options already granted and (ii) the average
            high and low reported market price of the Registrant's Common Stock
            reported on the Nasdaq National Market on January 21, 1998 with 
            respect to securities for which options have not been granted.
  
       (2)  Each share of Common Stock also represents one preferred stock 
            purchase right. Preferred stock purchase rights cannot trade 
            separately from the underlying common stock and, therefore, do not 
            carry a separate price or necessitate an additional filing fee.
  
       (3)  This Registration Statement also covers such additional shares of 
            Common Stock as may be issuable pursuant to antidilution provisions.
  2
  
                                       PART II
                             INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
       The following documents filed with the Securities and Exchange Commission
  by WorldCom, Inc. ("WorldCom" or the "Company") (formerly Resurgens
  Communications Group, Inc.) under File No. 0-11258 (formerly File No. 1-10415)
  pursuant to the Exchange Act are incorporated herein by reference:
  
       (a)  (1)  WorldCom's Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1996 (the "WorldCom 1996 Form 10-K");
  
            (2)  WorldCom's Quarterly Report on Form 10-Q for the quarter ended
                 March 31, 1997; June 30, 1997 and September 30, 1997;
  
            (3)  WorldCom's Current Reports on Form 8-K dated August 25, 1996
                 (filed August 26, 1996 and as amended on Form 8-K/A filed
                 November 4, 1996 and November 20, 1996 and December 19, 1997),
                 December 31, 1996 (filed January 15, 1997), March 18, 1997 (filed
                 March 24, 1997), March 26, 1997 (filed April 2, 1997) May 22,
                 1997 (filed June 6, 1997), June 30, 1997 (filed July 7, 1997),
                 August 5, 1997 (filed August 5, 1997), August 8, 1997 (filed
                 August 11, 1997), August 22, 1997 (filed August 25, 1997), August
                 28, 1997 (filed September 10, 1997), September 7, 1997 (filed
                 September 17, 1997), October 1, 1997 (filed October 2, 1997),
                 October 3, 1997 (filed October 3, 1997), October 9, 1997 (filed
                 October 10, 1997), October 10, 1997 (filed October 14, 1997),
                 October 14, 1997 (filed October 14, 1997), October 15, 1997
                 (filed October 16, 1997), October 16, 1997 (filed October 17,
                 1997), October 23, 1997 (filed October 23, 1997), October 31,
                 1997 (filed November 3, 1997) and November 9, 1997 (filed
                 November 12, 1997 and as amended on Form 8-K/A-1 filed 
                 January 27, 1998 and Form 8-K/A-2 January 28, 1998);
  
            (4)  the description of WorldCom's (formerly Resurgens') Common Stock
                 as contained in Item 1 of Resurgens' Registration Statement on
                 Form 8-A dated December 12, 1989, as updated by the descriptions
                 contained in WorldCom's Registration Statement on Form S-4 (File
                 No. 333-16015), as declared effective by the Commission on
                 November 14, 1996, which includes the Joint Proxy
                 Statement/Prospectus dated November 14, 1996 with respect to
                 WorldCom's Special Meeting of Shareholders held on December 20,
                 1996, under the following captions: "Description of WorldCom
                 Capital Stock" and "Comparative Rights of Shareholders";
  
            (5)  the description of WorldCom's Preferred Stock Purchase Rights
                 contained in WorldCom's Registration Statement on Form 8-A dated
                 August 26, 1996, as updated by WorldCom's Current Report on Form
                 8-K dated May 22, 1997 (filed June 6, 1997); and
  
            (6)  the descriptions of the WorldCom Series A 8% Cumulative
                 Convertible Preferred Stock ("WorldCom Series A Preferred
                 Stock"), the WorldCom Series B Convertible Preferred Stock
                 ("WorldCom Series B Preferred Stock") and the WorldCom Depositary
                 Shares ("WorldCom Depositary Shares") contained in WorldCom's
                 Registration Statements on Form 8-A dated November 13, 1996.
  
       All documents filed by WorldCom with the Commission pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and
  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 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 herein by reference, 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 incorporated or
  deemed to be incorporated by reference, which statement is also incorporated
  
                                          2
  3
  herein by reference, 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.  INTEREST OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           Section 14-2-202(b)(4) of the Georgia Business Corporation Code (the
  "Georgia Code") provides that a corporation's articles of incorporation may
  include a provision that eliminates or limits the personal liability of
  directors for monetary damages to the corporation or its shareholders for any
  action taken, or any failure to take any action, as a director, provided,
  however, that the Section does not permit a corporation to eliminate or limit
  the liability of a director for appropriating, in violation of his or her
  duties, any business opportunity of the corporation, for acts or omissions
  including intentional misconduct or a knowing violation of law, receiving from
  any transaction an improper personal benefit, or voting for or assenting to an
  unlawful distribution (whether as a dividend, stock repurchase or redemption, or
  otherwise) as provided in Section 14-2-832 of the Georgia Code. Section
  14-2-202(b)(4) also does not eliminate or limit the rights of WorldCom or any
  shareholder to seek an injunction or other nonmonetary relief in the event of a
  breach of a director's duty to the corporation and its shareholders.
  Additionally, Section 14-2-202(b)(4) applies only to claims against a director
  arising out of his or her role as a director, and does not relieve a director
  from liability arising from his or her role as an officer or in any other
  capacity.
  
           The provisions of Article Ten of WorldCom's Second Amended and Restated
  Articles of Incorporation are similar in all substantive respects to those
  contained in Section 14-2-202(b)(4) of the Georgia Code as outlined above.
  Article Ten further provides that the liability of directors of WorldCom shall
  be limited to the fullest extent permitted by amendments to Georgia law.
  
           Sections 14-2-850 to 14-2-859, inclusive, of the Georgia Code govern
  the indemnification of directors, officers, employees, and agents. Section
  14-2-851 of the Georgia Code permits indemnification of a director of WorldCom
  for liability incurred by him or her in connection with any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative (including, subject to certain limitations, civil actions
  brought as derivative actions by or in the right of WorldCom) in which he or she
  is made a party by reason of being a director of WorldCom and of directors who,
  at the request of WorldCom, act as directors, officers, partners, trustees,
  employees or agents of another foreign or domestic corporation, partnership,
  joint venture, trust, employee benefit plan or other enterprise. The Section
  permits indemnification if the director acted in good faith and reasonably
  believed (a) in the case of conduct in his or her official capacity, that such
  conduct was in the best interests of the corporation, (b) in all other cases
  other than a criminal proceeding, that such conduct was at least not opposed to
  the best interests of the corporation, and (c) in the case of a criminal
  proceeding, that he or she had no reasonable cause to believe his or her conduct
  was unlawful. If the required standard of conduct is met, indemnification may
  include judgments, settlements, penalties, fines or reasonable expenses
  (including attorneys' fees) incurred with respect to a proceeding.
  
           A Georgia corporation may not indemnify a director under Section
  14-2-851 (i) in connection with a proceeding by or in the right of the
  corporation, except for reasonable expenses incurred by such director in
  connection with the proceeding provided it is determined that such director met
  the relevant standard of conduct set forth above, or (ii) in connection with any
  proceeding with respect to conduct for which such director was adjudged liable
  on the basis that he or she received an improper personal benefit.
  
           Prior to indemnifying a director under Section 14-2-851 of the Georgia
  Code, a determination must be made that the director has met the relevant
  standard of conduct. Such determination must be made by: (i) a majority vote of
  a quorum 
  
                                         3
  4
  consisting of directors not at that time parties to the suit; (ii) a
  duly designated committee of directors; (iii) duly selected special legal
  counsel; or (iv) a vote of the shareholders, excluding shares owned by or voted
  under the control of directors who are at the time parties to the suit.
  
           A Georgia corporation may, before final disposition of a proceeding,
  advance funds to pay for or reimburse the reasonable expenses incurred by a
  director who is a party to a proceeding because he or she is a director,
  provided that such director delivers to the corporation a written affirmation of
  his or her good faith belief that he or she met the relevant standard of conduct
  described in Section 14-2-851 of the Georgia Code, or that the proceeding
  involves conduct for which such director's liability has been properly
  eliminated by action of the corporation, and a written undertaking by the
  director to repay any funds advanced if it is ultimately determined that such
  director was not entitled to such indemnification. Section 14-2-852 of the
  Georgia Code provides that directors who are successful with respect to any
  claim brought against them, which claim is brought because they are or were
  directors of WorldCom, are entitled to mandatory indemnification against
  reasonable expenses incurred in connection therewith.
  
           The Georgia Code also allows a Georgia corporation to indemnify
  directors made a party to a proceeding without regard to the above-referenced
  limitations, if authorized by the articles of incorporation or a bylaw,
  contract, or resolution duly adopted by a vote of the shareholders of the
  corporation by a majority of votes entitled to be cast, excluding shares owned
  or voted under the control of the director or directors who are not
  disinterested, and to advance funds to pay for or reimburse reasonable expenses
  incurred in the defense thereof, subject to restrictions similar to the
  restrictions described in the preceding paragraph; provided, however, that the
  corporation may not indemnify a director adjudged liable (1) for any
  appropriation, in violation of his or her duties, of any business opportunity of
  WorldCom, (2) for acts or omissions which involve intentional misconduct or a
  knowing violation of law, (3) for unlawful distributions under Section 14-2-832
  of the Georgia Code, or (4) for any transaction in which the director obtained
  an improper personal benefit.
  
           Section 14-2-857 of the Georgia Code provides that an officer of
  WorldCom (but not an employee or agent generally) who is not a director has the
  mandatory right of indemnification granted to directors under Section 14-2-852,
  as described above. In addition, WorldCom may, as provided by WorldCom's Second
  Amended and Restated Articles of Incorporation, WorldCom's Bylaws, general or
  specific actions by its board of directors or contract, indemnify and advance
  expenses to an officer, employee or agent who is not a director to the extent
  that such indemnification is consistent with public policy.
  
           The indemnification provisions of Article X of WorldCom's Bylaws and
  Article Eleven of WorldCom's Second Amended and Restated Articles of
  Incorporation are consistent with the foregoing provisions of the Georgia Code.
  However, WorldCom's Second Amended and Restated Articles of Incorporation
  prohibit indemnification of a director who did not believe in good faith that
  his or her actions were in, or not contrary to, WorldCom's best interests.
  WorldCom's Bylaws extend the indemnification available to officers under the
  Georgia Code to employees and agents.
  
           Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers or persons controlling the
  Company pursuant to such provisions, the Company has been informed that in the
  opinion of the Securities and Exchange Commission such indemnification is
  against public policy as expressed in such Act and is therefore unenforceable.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
            Not applicable.
  
  ITEM 8. EXHIBITS.
  
            Reference is made to the Exhibit Index.
  
  ITEM 9. UNDERTAKINGS.
  
            (a) The undersigned registrant hereby undertakes:
  
                                         4
  5
                 (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; 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 percent 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
                           the registration statement or any material change to
                           such information in the registration statement;
  
                           provided, however, that paragraphs (a)(1)(i) and (a)(1)
                           (ii) do not apply if the registration statement is on 
                           Form S-3 or Form S-8, and 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.
  
           (b) The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrants annual report pursuant to Section 13(a) or 15(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 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 payment by the registrant
  or 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.
  
                                         5
  6
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it is has reasonable grounds to believe that it meets all 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 Jackson, State of Mississippi on January 27, 1998.
  
                                              WORLDCOM, INC.
  
                                              By: /s/ Scott D. Sullivan
                                                 ------------------------
                                                  Scott D. Sullivan
                                                  Chief Financial Officer
  
                                  POWER OF ATTORNEY
  
       Each person whose signature appears below hereby constitutes and appoints
  Bernard J. Ebbers, John W. Sidgmore, Scott D. Sullivan, and Charles T. Cannada,
  and each of them (with full power to each of them to act alone), his true and
  lawful attorneys in fact and agents for him and on his behalf 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 exhibits and any and all other documents filed with respect
  thereto, with the Securities and Exchange Commission (or any other governmental
  or regulatory authority), granting unto said attorneys, and each of them, full
  power and authority to do and to perform each and every act and thing requisite
  and necessary to be done in and about the premises in order to effectuate the
  same as fully to all intents and purposes as he himself might or could do if
  personally present, hereby ratifying and confirming all that said attorneys in
  fact and agents, or any of them, 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.
  Name                               Title                                   Date
                        ----                               -----                                   ----
  /s/ Carl J. Aycock                                  Director                               January 27, 1998
  --------------------------------------------
                  Carl J. Aycock
  
  /s/ Max E. Bobbitt                                  Director                               January 27, 1998
  --------------------------------------------
                  Max E. Bobbitt
  
  /s/ Bernard J. Ebbers                               Director, President and                January 27, 1998
  --------------------------------------------        Chief Executive Officer
                  Bernard J. Ebbers                   (Principal Executive Officer)                        
                                                                      
  
  /s/ Francesco Galesi                                Director                               January 27, 1998
  --------------------------------------------
                  Francesco Galesi
  6
  7
  Name                                   Title                                   Date
                    ----                                   -----                                   ----
  /s/ Richard R. Jaros                                Director                               January 27, 1998
  --------------------------------------------
                  Richard R. Jaros
  
  /s/ Stiles A. Kellett, Jr.                          Director                               January 27, 1998
  --------------------------------------------
                  Stiles A. Kellett, Jr.
  
  /s/ David C. McCourt                                Director                               January 27, 1998
  --------------------------------------------
                  David C. McCourt
  
  /s/ John A. Porter                                  Director                               January 27, 1998
  --------------------------------------------
                  John A. Porter
  
  /s/ John W. Sidgmore                                Director                               January 27, 1998
  --------------------------------------------
                John W. Sidgmore
  
  /s/ Scott D. Sullivan                               Director and Chief Financial           January 27, 1998
  --------------------------------------------        Officer (Principal Financial                                                 
                Scott D. Sullivan                     Officer and Principal                                       
                                                      Accounting Officer)                     
                                                                           
  
  /s/ Lawrence C. Tucker                              Director                               January 27, 1998
  --------------------------------------------
                 Lawrence C. Tucker
  7
  8
  
                                    EXHIBIT INDEX
  
  EXHIBIT 
  NUMBER                              DESCRIPTION 
  -------                             -----------
  
  4.1  Second Amended and Restated Articles of Incorporation of WorldCom
       (including preferred stock designations) as of December 31, 1996
       (incorporated herein by reference to Exhibit 3.1 to the Current Report on
       Form 8-K of WorldCom (File No. 0-11258) dated December 31, 1996 (filed
       January 15, 1997))
  
  4.2  Restated Bylaws of WorldCom (incorporated herein by reference to Exhibit
       4.2 to the Annual Report on Form 10-K filed by WorldCom (File No. 0-11258)
       for the fiscal year ended December 31, 1996)
  
  4.3  Form of Deposit Agreement between WorldCom, The Bank of New York and the
       holders from time to time of the Depositary Shares representing 1/100 of a
       share of WorldCom Series A Preferred Stock (the "WorldCom Depositary
       Shares") (incorporated herein by reference to Exhibit 4.5 to Registrant
       Statement on Form S-4 filed by WorldCom (Registration No. 333-16015))
  
  4.4  Form of certificate representing WorldCom Depositary Shares (incorporated
       herein by reference to Exhibit A to the Deposit Agreement filed as Exhibit
       4.5 to Registration Statement on Form S-4 filed by WorldCom (Registration
       No. 333-16015))
  
  4.5  Rights Agreement dated as of August 25, 1996 between the Company and The
       Bank of New York, which includes the form of Certificate of Designations,
       setting forth the terms of the Series 3 Junior Participating Preferred
       Stock, par value $.01 per share, as Exhibit A, the form of Rights
       Certificate as Exhibit B and the Summary of Preferred Stock Purchase Rights
       as Exhibit C (incorporated herein by reference to Exhibit 4 to the Current
       Report on Form 8-K dated August 26, 1996 (as amended on Form 8 K/A filed
       August 31, 1996) filed by the Company with the Securities and Exchange
       Commission on August 26, 1996 (as amended on Form 8 K/A filed on August 31,
       1996) File No. 0-11258))
  
  4.6  Amendment No. 1 to Rights Agreement dated as of May 22, 1997 by and between
       WorldCom, Inc. And The Bank of New York, as Rights Agreement (incorporated
       herein by reference to Exhibit 4.2 of WorldCom's Current Report on Form 8-K
       dated May 22, 1997 (filed June 5, 1997)) 
  
  5.1  Opinion of William E. Anderson as to the legality of the Securities to be
       issued 
  
  23.1 Consent of Arthur Anderson LLP 
  
  23.2 Consent of Coopers & Lybrand LLP
  
  23.3 Consent of Arthur Andersen LLP 
  
  23.4 Consent of Arthur Andersen LLP 
  
  23.5 Consent of Price Waterhouse LLP
  
  23.6 Consent of William E. Anderson, Esq. (included in Exhibit 5.1)
  
  24.1 Power of Attorney (included in Signature Pages)