<PAGE>   1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997
                                            REGISTRATION NOS. 333-    ; 333-
--------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            --------------------

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

                      IRIDIUM WORLD COMMUNICATIONS LTD.
           (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                   <C>                                <C>
             Bermuda                               4800                       52-2025291
   (State or other jurisdiction       (Primary Standard Industrial         (I.R.S. Employer
of incorporation or organization)      Classification Code Number)       Identification No.)
</TABLE>

           CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11, BERMUDA
                                 (441) 295-5950
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                            --------------------
                                  IRIDIUM LLC
             (Exact name of Registrant as specified in its charter)
<TABLE>
<S>                                   <C>                                <C>
             Delaware                             4800                        52-1984342
   (State or other jurisdiction       (Primary Standard Industrial         (I.R.S. Employer
of incorporation or organization)      Classification Code Number)       Identification No.)
</TABLE>

                1575 EYE STREET, N.W., WASHINGTON, D.C. 20005
                                (202) 408-3800
 (Address, including zip code, and telephone number, including area code, of
                  Registrant's principal executive offices)

                       IRIDIUM LLC OPTION PLAN OF 1996
                           (Full Title of the Plan)
                             --------------------

                            F. THOMAS TUTTLE, ESQ.
                                 IRIDIUM LLC
                      IRIDIUM WORLD COMMUNICATIONS LTD.
                            1575 EYE STREET, N.W.
                            WASHINGTON, DC  20005
                                (202) 408-3800
                (Name, address and telephone number, including
                       area code, of agent for service)
                             --------------------

                                   Copy to:
                           DENNIS C. SULLIVAN, ESQ.
                             SULLIVAN & CROMWELL
                        1701 PENNSYLVANIA AVENUE, N.W.
                            WASHINGTON, DC  20006
                                (202) 956-7500
                             --------------------

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===============================================================================================================
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF
    TITLE OF EACH CLASS OF       AMOUNT BEING     OFFERING PRICE PER      AGGREGATE OFFERING     REGISTRATION
  SECURITIES BEING REGISTERED   REGISTERED (1)         SHARE (2)                 PRICE               FEE
---------------------------------------------------------------------------------------------------------------
<S>                                <C>                 <C>                     <C>                 <C>
Shares of Class A Common Stock,
   par value $.01 per share . .    2,625,000           $48.375                 $126,984,375        $38,481
---------------------------------------------------------------------------------------------------------------
Class 1 Membership Interests of
   Iridium LLC  . . . . . . . .    2,625,000              N/A                     N/A                N/A
===============================================================================================================
</TABLE>


(1)      This Registration Statement covers (i) up to 2,625,000 shares (the
         "Shares") of Class A Common Stock of Iridium World Communications Ltd.
         ("IWCL"), par value $.01 per share (the "Class A Common Stock"), to be
         sold under the Iridium LLC Option Plan of 1996 (the "Plan") and (ii)
         up to 2,625,000 Class 1 Membership Interests in Iridium LLC
         ("Iridium") to be issued to IWCL in connection with the sale of the
         Shares.
(2)      Pursuant to Rule 457(h), the maximum offering price has been
         calculated, solely for the purpose of determining the registration
         fee, in accordance with Rule 457(c) based upon the average of the high
         and low sales prices of  the Class A Common Stock, as quoted on the
         Nasdaq National Market, on October 16, 1997.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


ITEM 1.          PLAN INFORMATION*


ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*


*        As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan covered
by this registration statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.
<PAGE>   3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents previously filed by IWCL and Iridium (the
"Registrants") with the Commission are incorporated by reference in this
registration statement.

         1.      The Prospectus dated June 9, 1997 relating to offering of
shares of Class A Common Stock filed with the Commission on June 10, 1997,
Commission File Nos. 333-23419 and 333-23419-01.

         2.      All reports filed by the Registrants pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since July 1, 1997.

         3.      The description of the Class A Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on June 2, 1997
declared effective on June 9, 1997 pursuant to the Exchange Act.

         All documents subsequently filed by the Registrants pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein,
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.          DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Class A Common Stock registered hereby is being
passed upon by Conyers, Dill and Pearman.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Bermuda law permits a company to indemnify its directors and officers,
except for any act of dishonesty.  IWCL has provided in its Bye-Laws that the
directors and officers of IWCL will be indemnified and secured harmless to the
full extent permitted by law out of the assets of IWCL





                                      II-1
<PAGE>   4
from and against all actions, costs, charges, losses, damages and expenses
incurred by reason of any act done, concurred in or omitted in or about the
execution of their duties or supposed duties, other than in the case of any
fraud or dishonesty.  In addition, IWCL has provided in its Bye-Laws that each
shareholder of IWCL agrees to waive any claim or right o action, individually
or in the right of IWCL against any director or officer of IWCL on account of
any action taken by such director or officer, or the failure of such director
or officer to take any action, in the performance of his duties with or for
IWCL, other than with respect to any matter involving any fraud or dishonesty
on behalf of such director or officer.

         Bermuda law also permits IWCL to purchase insurance for the benefit of
its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their powers and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.

         Pursuant to the 1997 Share Issuance Agreement, dated as of June 9,
1997, between Iridium and IWCL, Iridium has agreed to indemnify IWCL and each
of its officers, directors and employees against any loss, claims, damages or
liabilities to which IWCL or such officers, directors or employees may become
subject except to the extent that any such loss, damage or liability arises out
of or is based upon an intentional act or omission of an indemnified party
which was contrary to any written instruction or request of Iridium or which
amounted to willful misconduct on the part of any officer, director, employee
or agent of IWCL who is not also a full time employee of Iridium.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.          EXHIBITS

<TABLE>
<CAPTION>
Exhibit  
  No.       Description
--------    -----------
<S>         <C>
4.1         Memorandum of Association of Iridium World Communications Ltd. 
            (incorporated herein by reference to Exhibit 3.1 of the
            Registrants' Registration Statement on Form S-1, filed with the
            Commission on June 5, 1997, Commission File Nos. 333-23419 and
            333-23419-01).
         
4.2         Bye-laws of Iridium World Communications Ltd. (incorporated herein 
            by reference to Exhibit 3.2 of the Registrants' Registration
            Statement on Form S-1, filed with the Commission on June 5, 1997,
            Commission File Nos. 333-23419 and 333-23419-01).
         
4.3         Iridium LLC Option Plan of 1996.*
</TABLE>





                                      II-2
<PAGE>   5
<TABLE>
<S>         <C>
4.4         Form of Class A Common Stock Certificate (incorporated herein by 
            reference to Exhibit 4.1 of the Registrants' Registration
            Statement on Form S-1, filed with the Commission on June 5, 1997,
            Commission File Nos. 333-23419 and 333-23419-01).
         
5.1         Opinion of Conyers, Dill and Pearman as to the validity of the 
            shares to be issued.*
         
23.1        Consent of KPMG Peat Marwick LLP.*
         
24.1        Power of Attorney is included in the signature page of the 
            registration statement.
</TABLE>

--------------  
* Filed herewith.


ITEM 9.          REQUIRED UNDERTAKINGS

         (a)     The undersigned Registrants hereby undertake:

                 (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
                 and 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 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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished





                                      II-3
<PAGE>   6
to the Commission by the registrants pursuant to Section 13 or 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; and

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned Registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of each of the Registrant's annual reports pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.





                                      II-4
<PAGE>   7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the city of Washington, DC on October 15, 1997.


                                           IRIDIUM WORLD COMMUNICATIONS LTD.

                                           By:  /s/ EDWARD F. STAIANO
                                               -----------------------------
                                               Chairman and Chief
                                                 Executive Officer




                                      II-5
<PAGE>   8
                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact
and agent, with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Iridium World Communications
Ltd.  and Iridium LLC and any and all amendments thereto under the Securities
Act of 1933, including any and all pre-effective or post-effective amendments,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, 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 1993, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities on the dates indicated.

<TABLE>
<CAPTION>
             Name                                    Title                               Date
-------------------------------     ---------------------------------------      -------------------
  <S>                               <C>                                           <C>        
  /s/ EDWARD F. STAIANO             Chairman and Chief Executive Officer          October 15, 1997       
-------------------------------                                                                          
      Edward F. Staiano             
                                                                     
      /s/ ROY GRANT                 Chief Financial Officer and                   October 15, 1997       
-------------------------------       Chief Accounting Officer                                           
          Roy Grant                                                                                      

    /s/ ALBERTO FINOL               Deputy Chairman and Director                  October 15, 1997       
-------------------------------                                                                          
        Alberto Finol                                                                                    

      /s/ ULF BOHLA                 Director                                      October 15, 1997       
-------------------------------                                                                          
          Ulf Bohla                                                                                      

   /s/ ROBERT W. KINZIE             Director                                      October 15, 1997       
-------------------------------                                                                          
       Robert W. Kinzie                                                                                  

  /s/ RICHARD L. LESHER             Director                                      October 15, 1997       
-------------------------------                                                                          
      Richard L. Lesher                                                                                  

 /s/ WILLIAM A. SCHREYER            Director                                      October 15, 1997       
-------------------------------                                                                          
     William A. Schreyer                                                                                 

   /s/ YOSHIHARU YASUDA             Director                                      October 15, 1997       
-------------------------------                                                                          
       Yoshiharu Yasuda                                                                                  

      /s/ ROY GRANT                 Authorized Representative in                  October 15, 1997      
-------------------------------       the United States                                                  
          Roy Grant                                                                                      
</TABLE>





                                      II-6
<PAGE>   9
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the city of Washington, DC on October 15, 1997.


                                            IRIDIUM LLC


                                            By:  /s/ EDWARD F. STAIANO
                                                -------------------------
                                                 Vice Chairman and
                                                   Chief Executive Officer



                                      II-7
<PAGE>   10
                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact
and agent, with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Iridium World Communications
Ltd.  and Iridium LLC and any and all amendments thereto under the Securities
Act of 1933, including any and all pre-effective or post-effective amendments,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, 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, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities on the dates indicated.

<TABLE>
<CAPTION>
           Name                                      Title                          Date                  
--------------------------------       ---------------------------------    ---------------------        
<S>                                    <C>                                   <C>                         

  /s/ ROBERT W. KINZIE                 Chairman                              October 15, 1997            
--------------------------------                                                                        
      Robert W. Kinzie                                                                                    

  /s/ EDWARD F. STAIANO                Vice Chairman and Chief               October 15, 1997           
--------------------------------         Executive Officer                                              
      Edward F. Staiano

  /s/ RICHARD L. LESHER                Vice Chairman and                     October 15, 1997           
--------------------------------         Director                            
      Richard L. Lesher                                                                                   

      /s/ ROY GRANT                    Vice President and                    October 15, 1997           
--------------------------------         Chief Financial Officer                                        
          Roy Grant                                                                                        

   /s/ ABURIZAL BAKRIE                 Director                              October 15, 1997           
--------------------------------                                                                        
       Aburizal Bakrie                                                                                     

  /s/ HASAN M. BINLADIN                Director                              October 15, 1997           
--------------------------------                                                                        
      Hasan M. Binladin                                                                                   

      /s/ ULF BOHLA                    Director                              October 15, 1997           
--------------------------------                                                                        
          Ulf Bohla                                                                                        

 /s/ GORDON J. COMERFORD               Director                              October 15, 1997           
--------------------------------                                                                        
     Gordon J. Comerford                                                                                  

/s/ ATILANO DE OMS SOBRINHO            Director                              October 15, 1997           
--------------------------------                                                                        
    Atilano de Oms Sobrinho                                                                                
</TABLE>





                                      II-8
<PAGE>   11
<TABLE>
<CAPTION>
               Name                                   Title                         Date
-----------------------------------      ------------------------------     ---------------------
     <S>                                 <C>                                 <C>        
                                         Director                            October    , 1997
-----------------------------------                                                                             
         Robert A. Ferchat                                                   
                                                                             
     /s/   ALBERTO FINOL                 Director                            October  15, 1997
-----------------------------------                                                                             
           Alberto Finol                                                     
                                                                             
     /s/    EDWARD GAMS                  Director                            October  15, 1997
-----------------------------------                                                                             
            Edward Gams                                                      

                                         Director                            October    , 1997
-----------------------------------                                                                             
           Kazuo Inamori                                                     

                                         Director                            October    , 1997
-----------------------------------                                                                             
        Georg Kellinghusen                                                   
                                                                             
                                         Director                            October    , 1997
-----------------------------------                                                                             
            S. H. Khan                                                       
                                                                             
     /s/ ANATOLI I. KISELEV              Director                            October  15, 1997
-----------------------------------                                                                             
         Anatoli I. Kiselev                                                   
                                                                             
     /s/ GEORGE S. MEDAWAR               Director                            October  15, 1997
-----------------------------------                                                                             
         George S. Medawar                                                   

     /s/ JOHN F. MITCHELL                Director                            October  15, 1997
-----------------------------------                                                                             
         John F. Mitchell                                                    

     /s/    JUNG L. MOK                  Director                            October  15, 1997
-----------------------------------                                                                             
            Jung L. Mok                                                      
                                                                             
     /s/ GIUSEPPE MORGANTI               Director                            October  15, 1997
-----------------------------------                                                                             
         Giuseppe Morganti                                                   
                                                                             
     /s/ J. MICHAEL NORRIS               Director                            October  15, 1997
-----------------------------------                                                                             
         J. Michael Norris                                                   

                                         Director                            October    , 1997
-----------------------------------                                                                             
           Yusai Okuyama                                                     
                                                                             
     /s/  JOHN M. SCANLON                Director                            October  15, 1997
-----------------------------------                                                                             
          John M. Scanlon                                                    

                                         Director                            October    , 1997
-----------------------------------                                                                             
         Theodore H. Schell                                                   
                                                                             
     /s/ WILLIAM A. SCHREYER             Director                            October  15, 1997
-----------------------------------                                                                             
         William A. Schreyer                                                  
</TABLE>





                                      II-9
<PAGE>   12
<TABLE>
<CAPTION>
               Name                                  Title                           Date
-----------------------------------     -------------------------------     ----------------------
        <S>                              <C>                                 <C>        
     /s/ SRIBHUMI SUKHANETR              Director                            October  15, 1997
-----------------------------------                                                   
         Sribhumi Sukhanetr                                                   
                                                                             
                                         Director                            October    , 1997
-----------------------------------
           Tao-Tsun Sun                                                      
                                                                             
     /s/ YOSHIHARU YASUDA                Director                            October  15, 1997
-----------------------------------
         Yoshiharu Yasuda                                                    

     /s/   WANG MEI YUE                  Director                            October  15, 1997
-----------------------------------
           Wang Mei Yue
</TABLE>





                                     II-10
<PAGE>   13
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
  No.            Description
--------         -----------
<S>              <C>
4.1              Memorandum of Association of Iridium World Communications Ltd.
                 (incorporated herein by reference to Exhibit 3.1 of the
                 Registrants' Registration Statement on Form S-1, filed with the
                 Commission on June 5, 1997, Commission File Nos. 333-23419 and
                 333-23419-01).

4.2              Bye-laws of Iridium World Communications Ltd. (incorporated 
                 herein by reference to Exhibit 3.2 of the Registrants'
                 Registration Statement on Form S-1, filed with the Commission
                 on June 5, 1997, Commission File Nos. 333-23419 and
                 333-23419-01).

4.3              Iridium LLC Option Plan of 1996.*

4.4              Form of Class A Common Stock Certificate (incorporated herein 
                 by reference to Exhibit 4.1 of the Registrants'
                 Registration Statement on Form S-1, filed with the Commission
                 on June 5, 1997, Commission File Nos. 333-23419 and
                 333-23419-01).

5.1              Opinion of Conyers, Dill and Pearman as to the validity of the
                 shares to be issued.*

23.1             Consent of KPMG Peat Marwick LLP.*

24.1             Power of Attorney is included in the signature page of the 
                 registration statement.
</TABLE>

--------------
* Filed herewith.





                                     II-11
[{"type": "S-8", "sequence": "1", "description": "IRIDIUM WORLD COMM. LTD. & IRIDIUM LLC FORM S-8", "secsgml_size_bytes": 35203}]
[{"company-data": {"conformed-name": "IRIDIUM WORLD COMMUNICATIONS LTD", "cik": "0001035442", "assigned-sic": "4812", "irs-number": "522025291", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38173", "film-number": "97697553"}, "business-address": {"street1": "1575 EYE STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2024083800"}, "mail-address": {"street1": "1575 EYE STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}}, {"company-data": {"conformed-name": "IRIDIUM LLC", "cik": "0000948421", "assigned-sic": "4812", "irs-number": "521984342", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38173-01", "film-number": "97697554"}, "business-address": {"street1": "1575 EYE STREET N W", "city": "WASH", "state": "DC", "zip": "20006", "phone": "2024083800"}, "mail-address": {"street1": "1575 EYE STREET NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}, "former-company": {"former-conformed-name": "IRIDIUM INC /DE", "date-changed": "19950724"}}]
1
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997
                                            REGISTRATION NOS. 333-    ; 333-
--------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                            --------------------

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

                      IRIDIUM WORLD COMMUNICATIONS LTD.
           (Exact name of Registrant as specified in its charter)
Bermuda                               4800                       52-2025291
   (State or other jurisdiction       (Primary Standard Industrial         (I.R.S. Employer
of incorporation or organization)      Classification Code Number)       Identification No.)
CLARENDON HOUSE, 2 CHURCH STREET, HAMILTON HM 11, BERMUDA
                                 (441) 295-5950
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                            --------------------
                                  IRIDIUM LLC
             (Exact name of Registrant as specified in its charter)
Delaware                             4800                        52-1984342
   (State or other jurisdiction       (Primary Standard Industrial         (I.R.S. Employer
of incorporation or organization)      Classification Code Number)       Identification No.)
1575 EYE STREET, N.W., WASHINGTON, D.C. 20005
                                (202) 408-3800
 (Address, including zip code, and telephone number, including area code, of
                  Registrant's principal executive offices)

                       IRIDIUM LLC OPTION PLAN OF 1996
                           (Full Title of the Plan)
                             --------------------

                            F. THOMAS TUTTLE, ESQ.
                                 IRIDIUM LLC
                      IRIDIUM WORLD COMMUNICATIONS LTD.
                            1575 EYE STREET, N.W.
                            WASHINGTON, DC  20005
                                (202) 408-3800
                (Name, address and telephone number, including
                       area code, of agent for service)
                             --------------------

                                   Copy to:
                           DENNIS C. SULLIVAN, ESQ.
                             SULLIVAN & CROMWELL
                        1701 PENNSYLVANIA AVENUE, N.W.
                            WASHINGTON, DC  20006
                                (202) 956-7500
                             --------------------

                       CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM       AMOUNT OF
    TITLE OF EACH CLASS OF       AMOUNT BEING     OFFERING PRICE PER      AGGREGATE OFFERING     REGISTRATION
  SECURITIES BEING REGISTERED   REGISTERED (1)         SHARE (2)                 PRICE               FEE
---------------------------------------------------------------------------------------------------------------
Shares of Class A Common Stock,
   par value $.01 per share . .    2,625,000           $48.375                 $126,984,375        $38,481
---------------------------------------------------------------------------------------------------------------
Class 1 Membership Interests of
   Iridium LLC  . . . . . . . .    2,625,000              N/A                     N/A                N/A
===============================================================================================================
(1)      This Registration Statement covers (i) up to 2,625,000 shares (the
         "Shares") of Class A Common Stock of Iridium World Communications Ltd.
         ("IWCL"), par value $.01 per share (the "Class A Common Stock"), to be
         sold under the Iridium LLC Option Plan of 1996 (the "Plan") and (ii)
         up to 2,625,000 Class 1 Membership Interests in Iridium LLC
         ("Iridium") to be issued to IWCL in connection with the sale of the
         Shares.
(2)      Pursuant to Rule 457(h), the maximum offering price has been
         calculated, solely for the purpose of determining the registration
         fee, in accordance with Rule 457(c) based upon the average of the high
         and low sales prices of  the Class A Common Stock, as quoted on the
         Nasdaq National Market, on October 16, 1997.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION*

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

*        As permitted by Rule 428 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement omits the information
specified in Part I of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan covered
by this registration statement as required by Rule 428(b). Such documents are
not being filed with the Securities and Exchange Commission (the "Commission")
as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424 of the Securities Act.
3
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents previously filed by IWCL and Iridium (the
"Registrants") with the Commission are incorporated by reference in this
registration statement.

         1.      The Prospectus dated June 9, 1997 relating to offering of
shares of Class A Common Stock filed with the Commission on June 10, 1997,
Commission File Nos. 333-23419 and 333-23419-01.

         2.      All reports filed by the Registrants pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), since July 1, 1997.

         3.      The description of the Class A Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on June 2, 1997
declared effective on June 9, 1997 pursuant to the Exchange Act.

         All documents subsequently filed by the Registrants pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this registration statement to the extent that a statement contained herein,
or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

ITEM 4.          DESCRIPTION OF SECURITIES

         Not applicable.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Class A Common Stock registered hereby is being
passed upon by Conyers, Dill and Pearman.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Bermuda law permits a company to indemnify its directors and officers,
except for any act of dishonesty.  IWCL has provided in its Bye-Laws that the
directors and officers of IWCL will be indemnified and secured harmless to the
full extent permitted by law out of the assets of IWCL

                                      II-1
4
from and against all actions, costs, charges, losses, damages and expenses
incurred by reason of any act done, concurred in or omitted in or about the
execution of their duties or supposed duties, other than in the case of any
fraud or dishonesty.  In addition, IWCL has provided in its Bye-Laws that each
shareholder of IWCL agrees to waive any claim or right o action, individually
or in the right of IWCL against any director or officer of IWCL on account of
any action taken by such director or officer, or the failure of such director
or officer to take any action, in the performance of his duties with or for
IWCL, other than with respect to any matter involving any fraud or dishonesty
on behalf of such director or officer.

         Bermuda law also permits IWCL to purchase insurance for the benefit of
its directors and officers against any liability incurred by them for the
failure to exercise the requisite care, diligence and skill in the exercise of
their powers and the discharge of their duties, or indemnifying them in respect
of any loss arising or liability incurred by them by reason of negligence,
default, breach of duty or breach of trust.

         Pursuant to the 1997 Share Issuance Agreement, dated as of June 9,
1997, between Iridium and IWCL, Iridium has agreed to indemnify IWCL and each
of its officers, directors and employees against any loss, claims, damages or
liabilities to which IWCL or such officers, directors or employees may become
subject except to the extent that any such loss, damage or liability arises out
of or is based upon an intentional act or omission of an indemnified party
which was contrary to any written instruction or request of Iridium or which
amounted to willful misconduct on the part of any officer, director, employee
or agent of IWCL who is not also a full time employee of Iridium.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not Applicable.

ITEM 8.          EXHIBITS
Exhibit  
  No.       Description
--------    -----------
4.1         Memorandum of Association of Iridium World Communications Ltd. 
            (incorporated herein by reference to Exhibit 3.1 of the
            Registrants' Registration Statement on Form S-1, filed with the
            Commission on June 5, 1997, Commission File Nos. 333-23419 and
            333-23419-01).
         
4.2         Bye-laws of Iridium World Communications Ltd. (incorporated herein 
            by reference to Exhibit 3.2 of the Registrants' Registration
            Statement on Form S-1, filed with the Commission on June 5, 1997,
            Commission File Nos. 333-23419 and 333-23419-01).
         
4.3         Iridium LLC Option Plan of 1996.*
II-2
5
4.4         Form of Class A Common Stock Certificate (incorporated herein by 
            reference to Exhibit 4.1 of the Registrants' Registration
            Statement on Form S-1, filed with the Commission on June 5, 1997,
            Commission File Nos. 333-23419 and 333-23419-01).
         
5.1         Opinion of Conyers, Dill and Pearman as to the validity of the 
            shares to be issued.*
         
23.1        Consent of KPMG Peat Marwick LLP.*
         
24.1        Power of Attorney is included in the signature page of the 
            registration statement.
--------------  
* Filed herewith.

ITEM 9.          REQUIRED UNDERTAKINGS

         (a)     The undersigned Registrants hereby undertake:

                 (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
                 and 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 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, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished

                                      II-3
6
to the Commission by the registrants pursuant to Section 13 or 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; and

                 (3)      To remove from registration by means of a
         post-effective amendment any of the securities being registered which
         remain unsold at the termination of the offering.

         (b)     The undersigned Registrants hereby undertake that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of each of the Registrant's annual reports pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

                                      II-4
7
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the city of Washington, DC on October 15, 1997.

                                           IRIDIUM WORLD COMMUNICATIONS LTD.

                                           By:  /s/ EDWARD F. STAIANO
                                               -----------------------------
                                               Chairman and Chief
                                                 Executive Officer

                                      II-5
8
                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact
and agent, with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Iridium World Communications
Ltd.  and Iridium LLC and any and all amendments thereto under the Securities
Act of 1933, including any and all pre-effective or post-effective amendments,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, 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 1993, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities on the dates indicated.
Name                                    Title                               Date
-------------------------------     ---------------------------------------      -------------------
/s/ EDWARD F. STAIANO             Chairman and Chief Executive Officer          October 15, 1997       
-------------------------------                                                                          
      Edward F. Staiano             
                                                                     
      /s/ ROY GRANT                 Chief Financial Officer and                   October 15, 1997       
-------------------------------       Chief Accounting Officer                                           
          Roy Grant                                                                                      

    /s/ ALBERTO FINOL               Deputy Chairman and Director                  October 15, 1997       
-------------------------------                                                                          
        Alberto Finol                                                                                    

      /s/ ULF BOHLA                 Director                                      October 15, 1997       
-------------------------------                                                                          
          Ulf Bohla                                                                                      

   /s/ ROBERT W. KINZIE             Director                                      October 15, 1997       
-------------------------------                                                                          
       Robert W. Kinzie                                                                                  

  /s/ RICHARD L. LESHER             Director                                      October 15, 1997       
-------------------------------                                                                          
      Richard L. Lesher                                                                                  

 /s/ WILLIAM A. SCHREYER            Director                                      October 15, 1997       
-------------------------------                                                                          
     William A. Schreyer                                                                                 

   /s/ YOSHIHARU YASUDA             Director                                      October 15, 1997       
-------------------------------                                                                          
       Yoshiharu Yasuda                                                                                  

      /s/ ROY GRANT                 Authorized Representative in                  October 15, 1997      
-------------------------------       the United States                                                  
          Roy Grant
II-6
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                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the city of Washington, DC on October 15, 1997.

                                            IRIDIUM LLC

                                            By:  /s/ EDWARD F. STAIANO
                                                -------------------------
                                                 Vice Chairman and
                                                   Chief Executive Officer

                                      II-7
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                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of Edward F. Staiano, Robert
W. Kinzie and F. Thomas Tuttle, acting individually, as his attorney-in-fact
and agent, with full power of substitution, for him in any and all capacities,
to sign the registration statement on Form S-8 of Iridium World Communications
Ltd.  and Iridium LLC and any and all amendments thereto under the Securities
Act of 1933, including any and all pre-effective or post-effective amendments,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully as he might or could do in person, and hereby ratifies,
approves and confirms all that his said attorney-in-fact and agent, 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, as
amended, this Registration Statement on Form S-8 has been signed by the
following persons in the capacities on the dates indicated.
Name                                      Title                          Date                  
--------------------------------       ---------------------------------    ---------------------
/s/ ROBERT W. KINZIE                 Chairman                              October 15, 1997            
--------------------------------                                                                        
      Robert W. Kinzie                                                                                    

  /s/ EDWARD F. STAIANO                Vice Chairman and Chief               October 15, 1997           
--------------------------------         Executive Officer                                              
      Edward F. Staiano

  /s/ RICHARD L. LESHER                Vice Chairman and                     October 15, 1997           
--------------------------------         Director                            
      Richard L. Lesher                                                                                   

      /s/ ROY GRANT                    Vice President and                    October 15, 1997           
--------------------------------         Chief Financial Officer                                        
          Roy Grant                                                                                        

   /s/ ABURIZAL BAKRIE                 Director                              October 15, 1997           
--------------------------------                                                                        
       Aburizal Bakrie                                                                                     

  /s/ HASAN M. BINLADIN                Director                              October 15, 1997           
--------------------------------                                                                        
      Hasan M. Binladin                                                                                   

      /s/ ULF BOHLA                    Director                              October 15, 1997           
--------------------------------                                                                        
          Ulf Bohla                                                                                        

 /s/ GORDON J. COMERFORD               Director                              October 15, 1997           
--------------------------------                                                                        
     Gordon J. Comerford                                                                                  

/s/ ATILANO DE OMS SOBRINHO            Director                              October 15, 1997           
--------------------------------                                                                        
    Atilano de Oms Sobrinho
II-8
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Name                                   Title                         Date
-----------------------------------      ------------------------------     ---------------------
Director                            October    , 1997
-----------------------------------                                                                             
         Robert A. Ferchat                                                   
                                                                             
     /s/   ALBERTO FINOL                 Director                            October  15, 1997
-----------------------------------                                                                             
           Alberto Finol                                                     
                                                                             
     /s/    EDWARD GAMS                  Director                            October  15, 1997
-----------------------------------                                                                             
            Edward Gams                                                      

                                         Director                            October    , 1997
-----------------------------------                                                                             
           Kazuo Inamori                                                     

                                         Director                            October    , 1997
-----------------------------------                                                                             
        Georg Kellinghusen                                                   
                                                                             
                                         Director                            October    , 1997
-----------------------------------                                                                             
            S. H. Khan                                                       
                                                                             
     /s/ ANATOLI I. KISELEV              Director                            October  15, 1997
-----------------------------------                                                                             
         Anatoli I. Kiselev                                                   
                                                                             
     /s/ GEORGE S. MEDAWAR               Director                            October  15, 1997
-----------------------------------                                                                             
         George S. Medawar                                                   

     /s/ JOHN F. MITCHELL                Director                            October  15, 1997
-----------------------------------                                                                             
         John F. Mitchell                                                    

     /s/    JUNG L. MOK                  Director                            October  15, 1997
-----------------------------------                                                                             
            Jung L. Mok                                                      
                                                                             
     /s/ GIUSEPPE MORGANTI               Director                            October  15, 1997
-----------------------------------                                                                             
         Giuseppe Morganti                                                   
                                                                             
     /s/ J. MICHAEL NORRIS               Director                            October  15, 1997
-----------------------------------                                                                             
         J. Michael Norris                                                   

                                         Director                            October    , 1997
-----------------------------------                                                                             
           Yusai Okuyama                                                     
                                                                             
     /s/  JOHN M. SCANLON                Director                            October  15, 1997
-----------------------------------                                                                             
          John M. Scanlon                                                    

                                         Director                            October    , 1997
-----------------------------------                                                                             
         Theodore H. Schell                                                   
                                                                             
     /s/ WILLIAM A. SCHREYER             Director                            October  15, 1997
-----------------------------------                                                                             
         William A. Schreyer
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Name                                  Title                           Date
-----------------------------------     -------------------------------     ----------------------
/s/ SRIBHUMI SUKHANETR              Director                            October  15, 1997
-----------------------------------                                                   
         Sribhumi Sukhanetr                                                   
                                                                             
                                         Director                            October    , 1997
-----------------------------------
           Tao-Tsun Sun                                                      
                                                                             
     /s/ YOSHIHARU YASUDA                Director                            October  15, 1997
-----------------------------------
         Yoshiharu Yasuda                                                    

     /s/   WANG MEI YUE                  Director                            October  15, 1997
-----------------------------------
           Wang Mei Yue
II-10
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                                 EXHIBIT INDEX
Exhibit
  No.            Description
--------         -----------
4.1              Memorandum of Association of Iridium World Communications Ltd.
                 (incorporated herein by reference to Exhibit 3.1 of the
                 Registrants' Registration Statement on Form S-1, filed with the
                 Commission on June 5, 1997, Commission File Nos. 333-23419 and
                 333-23419-01).

4.2              Bye-laws of Iridium World Communications Ltd. (incorporated 
                 herein by reference to Exhibit 3.2 of the Registrants'
                 Registration Statement on Form S-1, filed with the Commission
                 on June 5, 1997, Commission File Nos. 333-23419 and
                 333-23419-01).

4.3              Iridium LLC Option Plan of 1996.*

4.4              Form of Class A Common Stock Certificate (incorporated herein 
                 by reference to Exhibit 4.1 of the Registrants'
                 Registration Statement on Form S-1, filed with the Commission
                 on June 5, 1997, Commission File Nos. 333-23419 and
                 333-23419-01).

5.1              Opinion of Conyers, Dill and Pearman as to the validity of the
                 shares to be issued.*

23.1             Consent of KPMG Peat Marwick LLP.*

24.1             Power of Attorney is included in the signature page of the 
                 registration statement.
--------------
* Filed herewith.

                                     II-11