As filed with the Securities and Exchange
Commission on February 11, 1997                              Reg. No. 33- ______

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



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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                         WORLDPORT COMMUNICATIONS, INC.
                         (formerly Sage Resources, Inc.)
              (Exact name of registration as specified in charter)

      Delaware                                       84-1127336
(State of incorporation)                 (I.R.S. Employer Identification Number)

                        100 California Street, Suite 1400
                         San Francisco, California 94111
                    (Address of principal Executive Offices)

                    1996 Consultant Stock Grants Pursuant to
                          Written Consulting Agreements
                            (Full title of the Plan)

                             WILLIAM C. GIBBS, ESQ.
                             Snell & Wilmer, L.L.P.
                          111 East Broadway, Suite 900
                           Salt Lake City, Utah 84111
                                 (801) 237-1900
                     (Name, address, including zip code, and
          (telephone number, including area code, of agent for service)

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

IF ANY OF THE  SECURITIES  BEING  REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS  BASIS  PURSUANT TO RULE 415 UNDER THE  SECURITIES  ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]

                         CALCULATION OF REGISTRATION FEE

  Title of                      Proposed          Proposed      
 Securities      Amount          Maximum           Maximum         Amount of
    to be         to be      Offering Price       Aggregate      Registration
 Registered    Registered     Per Share (1)  Offering Price (1)     Fee(1)
------------  ------------   --------------  ------------------  ------------
Common Stock     650,000         $ 0.75        $ 487,500          $ 147.73
   $.0001
  par value
============  ============   ==============  ==================  ============

(1)      Estimated solely for purposes of calculating  registration fee pursuant
         to Rule 457(c) and 457(h) under the  Securities Act of 1933, as amended
         (the  "Securities  Act") based on the fair  market  value of the Common
         Stock on February 10, 1997.





<PAGE>



                                     PART I
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         This  Registration  statement is filed with the Securities and Exchange
Commission (the  "Commission")  for the purpose of registering  shares of common
stock,  $.0001 par value ("Common  Stock") of the Registrant in connection  with
its  1996  Consultant  Stock  Grants pursuant to written  consulting  agreements
(the "Plan").

         Information required by Part I (Items 1 and 2) is included in documents
sent or given to  participants  in the Plan  pursuant to Rule  428(b)(1)  of the
Securities Act.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  are  incorporated  by  reference  into  this
Registration Statement, and are made a part hereof:

                  (a)      The  Registrant's  annual  report on Form 10-KSB, for
         the fiscal year ended December 31, 1995.

                  (b)      The Registrant's quarterly report on Form 10-QSB, for
         the fiscal quarter ended March 31, 1996.

                  (c)      The  Registrant's quarterly report on Form 10-QSB for
         the fiscal quarter ended June 30, 1996.

                  (d)      The  Registrant's quarterly report on Form 10-QSB for
         the fiscal quarter ended September 30, 1996.

                  (e)      The  Registrant's  Form 8-K Reports filed on June 20,
         1996 and August 12, 1996.

                  (f) All documents filed by the Registrant  pursuant to Section
         13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
         the date of this  Registration  Statement  and prior to the filing of a
         post-effective  amendment indicating that all of the securities offered
         hereby  have been  sold,  or  deregistering  all such  securities  then
         remaining  unsold,  shall be deemed to be incorporated by reference 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
         



                                        2

<PAGE>



         document which also is incorporated or deemed incorporated by reference
         herein modifies or supersedes  such  statement.   Any such  document 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.

         Authorized Shares.

         Under the Registrant's  Certificate of  Incorporation  ("Certificate of
Incorporation"),  the  authorized  Stock of the Company  consists of  65,000,000
shares of Common  Stock,  $.0001  par value per share and  10,000,000  shares of
Preferred  Stock,  $.0001 par value per share. As of January 31, 1997, there are
9,053,666 shares of Common Stock issued and outstanding.  No shares of Preferred
Stock have been issued.

         Common Stock.

         Holders of Common  Stock are entitled to one vote for each share on all
matters  voted by the  shareholders  and have no  pre-emptive  or other right to
subscribe for additional securities of the Company.

         Each share of Common  Stock has an equal and  ratable  right to receive
dividends  when, as if declared by the Board of Directors out of assets  legally
available therefore. In the event of a liquidation,  dissolution,  or winding up
of the Company,  the holders of Common  Stock will be entitled to share  equally
and  ratably in the  assets  available  for  distribution  after the  payment of
liabilities,  subject  only to any  preferential  distributions  of  holders  of
Preferred Stock, if applicable.

         Preferred Stock.

         The Registrant's  Certificate of Incorporation authorizes the Board, to
provide for the issuance of all or any shares of Preferred  Stock in one or more
classes or series, to affix for each such class or series such voting of powers,
full or  limited,  or  non-voting  powers,  and such  distinctive  designations,
limitations  or  restrictions  thereof,  as shall be stated and expressed in the
resolutions adopted by the Board of Directors providing for the issuance of such
class or series and as may be permitted  by Delaware  general  corporation  law,
including,  without limitation,  the authority to provide that any such class or
series  may be (i)  subject  to  redemption  at such  times and at such price or
prices;  (ii)  entitled  to  receive  dividends  (which  may  be  cumulative  or
non-cumulative) at such rates, on such conditions and at such times, and payable
in preference  to, or in such  relation to, the  dividends  payable in any other
class or classes or any other series;  or (iii) entitled to such rights upon the
dissolution of, or upon any distribution of the assets of the Registrant, all as
may be stated in such resolution or resolutions.







                                        3

<PAGE>



         Stock Options.

         The Company has  reserved  2,000,000  shares of Common  Stock under its
Long-Term  Incentive  Plan (the "LTI  Plan"),  for  issuance in respect of stock
options  granted under such LTI Plan. As of January 31, 1997,  there were 50,000
outstanding  options  under the LTI Plan.  In  addition,  the  Company  has also
authorized the issuance of 25,000 stock options to Daniel McGinnis.

         Warrants.

         Class A Warrants

         The Company issued 40,000 Class A Common Stock  Purchase  Warrants (the
"Class A Warrants") to the original officers,  directors and shareholders of the
Company. Each Class A Warrant allows the holder thereof to purchase one share of
the Company's  Common Stock at an exercise price of twenty five dollars ($25) at
any time on or  before  April  24,  1997,  subject  to  certain  conditions  and
limitations.  Except as otherwise indicated,  the Class A Warrants have the same
terms and conditions as the Class C Warrants  described below. When used herein,
the term  "Warrant"  shall refer to the Class A, B and C Common  Stock  Purchase
Warrants.

         Class B Warrants

         The Company issued 40,000 Class B Common Stock  Purchase  Warrants (the
"Class B Warrants") to the original officers,  directors and shareholders of the
Company. Each Class B Warrant allows the holder thereof to purchase one share of
the  Company's  Common Stock at an exercise  price of fifty dollars ($50) at any
time on or before April 24, 1997, subject to certain conditions and limitations.
Except as  otherwise  indicated,  the Class B  Warrants  have the same terms and
conditions as the Class C Warrants described below.

         Class C Warrants

         In its initial  public  offering  the Company sold Class C Common Stock
Purchase Warrants and currently has 12,000 outstanding (the "Class C Warrants").
Each Class C Warrant  entitles  the warrant  holder to purchase one share of the
Company's  Common Stock at an exercise  price of one hundred  dollars ($100) per
share.  The exercise  period has been extended by the Company  through April 24,
1997.  The Company's  board of directors  may extend the exercise  period at its
option,  provided that written  notice of such extension is given to the warrant
holders prior to the expiration date then in effect. The board of directors may,
at its discretion,  reduce the exercise price for the Warrants,  but in no event
will the  exercise  price be reduced  below  $5.00.  The  Warrants  also contain
anti-dilution provisions in the case of stock dividend or stock splits.



                                        4

<PAGE>




         Transfer Agent and Registrar.

         OTC  Stock  Transfer,  Inc. is the transfer agent and registrar for the
Common Stock.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The  Registrant's  Bylaws  provide  that  the  Registrant  may
indemnify  any person who was or is made a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  Registrant),  by reason of the fact that he or she is
or was a director, officer, employee, fiduciary or agent of the Registrant or is
or was  serving  at  the  request  of the  Registrant  as a  director,  officer,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in  connection  with such action,  suit or proceeding if he or she
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to the best  interests of the  Registrant  and,  with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

         The Registrant's  Bylaws also provide that the Registrant may indemnify
a person who was or is made a party or is  threatened  to be made a party to any
proceeding  by or in the right of the  Registrant  to procure a judgment  in its
favor  by  reason  of the  fact  that he or she is or was a  director,  officer,
employee or agent of the Registrant,  or is or was serving at the request of the
Registrant  as a  director,  officer,  employee,  fiduciary  or agent of another
corporation or other  enterprise  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
Registrant.  No indemnification  shall be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable for  negligence or
misconduct in the  performance of his or her duty to the  Registrant  unless and




                                        5

<PAGE>



only to the extent that the court in which the action is brought determines that
in view of all the circumstances  such person is fairly and reasonably  entitled
to indemnification for expenses which the court deems proper.

         The  Registrant's  Bylaws  also  provide  that  to the  extent  that an
authorized representative of the Registrant who neither was nor is a director or
officer of the  Registrant  has been  successful  on the merits or  otherwise in
defense of any action, suit or proceeding, he or she shall be indemnified by the
Registrant for and against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him or her in connection  therewith.  Such an authorized
representative may, at the discretion of the Registrant's Board of Directors, be
indemnified by the Registrant in certain  circumstances to the same extent he or
she would have been had he or she been a director or officer of the Registrant.

         A determination of whether  indemnification  is proper shall be made by
the  Board  of  Directors  by  a  majority  vote  of  a  quorum   consisting  of
disinterested  directors  or, if such a quorum  is not  obtainable  or,  even if
obtainable,  as a quorum of disinterested  directors so directs,  by independent
legal counsel in a written  opinion,  or by the Registrant's  shareholders.  The
Registrant shall advance expenses (including attorneys' fees) upon receipt of an
undertaking  by or on behalf of the  director to repay such amount  unless it is
determined that he or she is entitled to be indemnified.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         Reference  is made to the Exhibit  Index which is included on page 9 of
this Registration Statement following the Signature Page.

ITEM 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (a)      To  include  any prospectus required by Section 10(a)
                           (3) of the Securities Act;

                  (b)      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 this registration statement;



                                        6

<PAGE>



                  (c)      To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this registration statement or any material change to
                           such information in this registration statement.

         Provided, however, that paragraphs (1)(a) and (1)(b) above 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 by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
registration statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         4. For purposes of determining  any liability  under the 1933 Act, each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the 1934 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 at that time and shall be
deemed to be the initial bona fide offering thereof.

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers, and controlling persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.


                                        7

<PAGE>





                                   SIGNATURES

         Pursuant to the requirements of the Act, the Registrant  certifies that
it has reasonable  grounds to believe that it meets all of the  requirements for
filing on Form S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Lake
Bluff, State of Illinois, on this 11 day of February, 1997.

                                          WORLDPORT COMMUNICATIONS, INC.


                                          By:/s/Jonathan Y. Hicks
                                                   Jonathan Y. Hicks
                                                   Principal Accounting Officer

         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 date indicated.

Signature                Title                                              Date


/s/Edward P. Mooney
Edward P. Mooney         President, Chief Executive            February 11, 1997
                         Officer, and Director
                         (Principal Executive Officer)


/s/Jonathan Y. Hicks
Jonathan Y. Hicks        Vice President, Secretary,            February 11, 1997
                         Treasurer, and Principal
                         Accounting Officer


/s/Phillip S. Magiera
Phillip S. Magiera       Director                              February 11, 1997




                                        8

<PAGE>



                                  EXHIBIT INDEX

         Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.

                                                                     SEQUENTIAL
EXHIBIT                                                              PAGE NO. OR
NUMBER                             DESCRIPTION                       REFERENCE



 4.1             Consulting Agreement with Jonathan Y. Hicks              1

 4.2             Consulting Agreement with Phillip S. Magiera             1

 4.3             Consulting Agreement with Edward P. Mooney               1

 4.4             Consulting Agreement with Paul A. Moore                  1

 4.5             Consulting Agreement with Theodore H. Swindells          1

 5.1             Opinion of Snell & Wilmer L.L.P.                         1

24.1             Consent of Snell & Wilmer L.L.P.                         1
                 (included in the opinion filed as Exhibit 5.1).

24.2             Consent of Schumacher & Associates, Inc.                 1

24.3             Consent of Wright & Seibert, P.C.                        1


                                       10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22057}]
{"company-data": {"conformed-name": "SAGE RESOURCES INC", "cik": "0000857847", "assigned-sic": "6770", "irs-number": "841127336", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21549", "film-number": "97524277"}, "business-address": {"street1": "10 EXCHANGE PLACE", "street2": "SUITE 309", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111", "phone": "8013644500"}, "mail-address": {"street1": "10 EXCHANGE PLACE", "street2": "SUITE 309", "city": "SALT LAKE CITY", "state": "UT", "zip": "84111"}}
As filed with the Securities and Exchange
Commission on February 11, 1997                              Reg. No. 33- ______

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

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                         WORLDPORT COMMUNICATIONS, INC.
                         (formerly Sage Resources, Inc.)
              (Exact name of registration as specified in charter)

      Delaware                                       84-1127336
(State of incorporation)                 (I.R.S. Employer Identification Number)

                        100 California Street, Suite 1400
                         San Francisco, California 94111
                    (Address of principal Executive Offices)

                    1996 Consultant Stock Grants Pursuant to
                          Written Consulting Agreements
                            (Full title of the Plan)

                             WILLIAM C. GIBBS, ESQ.
                             Snell & Wilmer, L.L.P.
                          111 East Broadway, Suite 900
                           Salt Lake City, Utah 84111
                                 (801) 237-1900
                     (Name, address, including zip code, and
          (telephone number, including area code, of agent for service)

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

IF ANY OF THE  SECURITIES  BEING  REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS  BASIS  PURSUANT TO RULE 415 UNDER THE  SECURITIES  ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ ]

                         CALCULATION OF REGISTRATION FEE

  Title of                      Proposed          Proposed      
 Securities      Amount          Maximum           Maximum         Amount of
    to be         to be      Offering Price       Aggregate      Registration
 Registered    Registered     Per Share (1)  Offering Price (1)     Fee(1)
------------  ------------   --------------  ------------------  ------------
Common Stock     650,000         $ 0.75        $ 487,500          $ 147.73
   $.0001
  par value
============  ============   ==============  ==================  ============

(1)      Estimated solely for purposes of calculating  registration fee pursuant
         to Rule 457(c) and 457(h) under the  Securities Act of 1933, as amended
         (the  "Securities  Act") based on the fair  market  value of the Common
         Stock on February 10, 1997.
PART I
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         This  Registration  statement is filed with the Securities and Exchange
Commission (the  "Commission")  for the purpose of registering  shares of common
stock,  $.0001 par value ("Common  Stock") of the Registrant in connection  with
its  1996  Consultant  Stock  Grants pursuant to written  consulting  agreements
(the "Plan").

         Information required by Part I (Items 1 and 2) is included in documents
sent or given to  participants  in the Plan  pursuant to Rule  428(b)(1)  of the
Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents  are  incorporated  by  reference  into  this
Registration Statement, and are made a part hereof:

                  (a)      The  Registrant's  annual  report on Form 10-KSB, for
         the fiscal year ended December 31, 1995.

                  (b)      The Registrant's quarterly report on Form 10-QSB, for
         the fiscal quarter ended March 31, 1996.

                  (c)      The  Registrant's quarterly report on Form 10-QSB for
         the fiscal quarter ended June 30, 1996.

                  (d)      The  Registrant's quarterly report on Form 10-QSB for
         the fiscal quarter ended September 30, 1996.

                  (e)      The  Registrant's  Form 8-K Reports filed on June 20,
         1996 and August 12, 1996.

                  (f) All documents filed by the Registrant  pursuant to Section
         13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after
         the date of this  Registration  Statement  and prior to the filing of a
         post-effective  amendment indicating that all of the securities offered
         hereby  have been  sold,  or  deregistering  all such  securities  then
         remaining  unsold,  shall be deemed to be incorporated by reference 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
         

                                        2
document which also is incorporated or deemed incorporated by reference
         herein modifies or supersedes  such  statement.   Any such  document 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.

         Authorized Shares.

         Under the Registrant's  Certificate of  Incorporation  ("Certificate of
Incorporation"),  the  authorized  Stock of the Company  consists of  65,000,000
shares of Common  Stock,  $.0001  par value per share and  10,000,000  shares of
Preferred  Stock,  $.0001 par value per share. As of January 31, 1997, there are
9,053,666 shares of Common Stock issued and outstanding.  No shares of Preferred
Stock have been issued.

         Common Stock.

         Holders of Common  Stock are entitled to one vote for each share on all
matters  voted by the  shareholders  and have no  pre-emptive  or other right to
subscribe for additional securities of the Company.

         Each share of Common  Stock has an equal and  ratable  right to receive
dividends  when, as if declared by the Board of Directors out of assets  legally
available therefore. In the event of a liquidation,  dissolution,  or winding up
of the Company,  the holders of Common  Stock will be entitled to share  equally
and  ratably in the  assets  available  for  distribution  after the  payment of
liabilities,  subject  only to any  preferential  distributions  of  holders  of
Preferred Stock, if applicable.

         Preferred Stock.

         The Registrant's  Certificate of Incorporation authorizes the Board, to
provide for the issuance of all or any shares of Preferred  Stock in one or more
classes or series, to affix for each such class or series such voting of powers,
full or  limited,  or  non-voting  powers,  and such  distinctive  designations,
limitations  or  restrictions  thereof,  as shall be stated and expressed in the
resolutions adopted by the Board of Directors providing for the issuance of such
class or series and as may be permitted  by Delaware  general  corporation  law,
including,  without limitation,  the authority to provide that any such class or
series  may be (i)  subject  to  redemption  at such  times and at such price or
prices;  (ii)  entitled  to  receive  dividends  (which  may  be  cumulative  or
non-cumulative) at such rates, on such conditions and at such times, and payable
in preference  to, or in such  relation to, the  dividends  payable in any other
class or classes or any other series;  or (iii) entitled to such rights upon the
dissolution of, or upon any distribution of the assets of the Registrant, all as
may be stated in such resolution or resolutions.

                                        3
Stock Options.

         The Company has  reserved  2,000,000  shares of Common  Stock under its
Long-Term  Incentive  Plan (the "LTI  Plan"),  for  issuance in respect of stock
options  granted under such LTI Plan. As of January 31, 1997,  there were 50,000
outstanding  options  under the LTI Plan.  In  addition,  the  Company  has also
authorized the issuance of 25,000 stock options to Daniel McGinnis.

         Warrants.

         Class A Warrants

         The Company issued 40,000 Class A Common Stock  Purchase  Warrants (the
"Class A Warrants") to the original officers,  directors and shareholders of the
Company. Each Class A Warrant allows the holder thereof to purchase one share of
the Company's  Common Stock at an exercise price of twenty five dollars ($25) at
any time on or  before  April  24,  1997,  subject  to  certain  conditions  and
limitations.  Except as otherwise indicated,  the Class A Warrants have the same
terms and conditions as the Class C Warrants  described below. When used herein,
the term  "Warrant"  shall refer to the Class A, B and C Common  Stock  Purchase
Warrants.

         Class B Warrants

         The Company issued 40,000 Class B Common Stock  Purchase  Warrants (the
"Class B Warrants") to the original officers,  directors and shareholders of the
Company. Each Class B Warrant allows the holder thereof to purchase one share of
the  Company's  Common Stock at an exercise  price of fifty dollars ($50) at any
time on or before April 24, 1997, subject to certain conditions and limitations.
Except as  otherwise  indicated,  the Class B  Warrants  have the same terms and
conditions as the Class C Warrants described below.

         Class C Warrants

         In its initial  public  offering  the Company sold Class C Common Stock
Purchase Warrants and currently has 12,000 outstanding (the "Class C Warrants").
Each Class C Warrant  entitles  the warrant  holder to purchase one share of the
Company's  Common Stock at an exercise  price of one hundred  dollars ($100) per
share.  The exercise  period has been extended by the Company  through April 24,
1997.  The Company's  board of directors  may extend the exercise  period at its
option,  provided that written  notice of such extension is given to the warrant
holders prior to the expiration date then in effect. The board of directors may,
at its discretion,  reduce the exercise price for the Warrants,  but in no event
will the  exercise  price be reduced  below  $5.00.  The  Warrants  also contain
anti-dilution provisions in the case of stock dividend or stock splits.

                                        4
Transfer Agent and Registrar.

         OTC  Stock  Transfer,  Inc. is the transfer agent and registrar for the
Common Stock.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  The  Registrant's  Bylaws  provide  that  the  Registrant  may
indemnify  any person who was or is made a party or is  threatened  to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (other than an action
by or in the right of the  Registrant),  by reason of the fact that he or she is
or was a director, officer, employee, fiduciary or agent of the Registrant or is
or was  serving  at  the  request  of the  Registrant  as a  director,  officer,
employee, fiduciary or agent of another corporation, partnership, joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in  connection  with such action,  suit or proceeding if he or she
acted in good faith and in a manner he or she  reasonably  believed to be in, or
not opposed to the best  interests of the  Registrant  and,  with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful.

         The Registrant's  Bylaws also provide that the Registrant may indemnify
a person who was or is made a party or is  threatened  to be made a party to any
proceeding  by or in the right of the  Registrant  to procure a judgment  in its
favor  by  reason  of the  fact  that he or she is or was a  director,  officer,
employee or agent of the Registrant,  or is or was serving at the request of the
Registrant  as a  director,  officer,  employee,  fiduciary  or agent of another
corporation or other  enterprise  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action if he or she acted in good faith and in a manner he or
she  reasonably  believed to be in, or not opposed to, the best interests of the
Registrant.  No indemnification  shall be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable for  negligence or
misconduct in the  performance of his or her duty to the  Registrant  unless and

                                        5
only to the extent that the court in which the action is brought determines that
in view of all the circumstances  such person is fairly and reasonably  entitled
to indemnification for expenses which the court deems proper.

         The  Registrant's  Bylaws  also  provide  that  to the  extent  that an
authorized representative of the Registrant who neither was nor is a director or
officer of the  Registrant  has been  successful  on the merits or  otherwise in
defense of any action, suit or proceeding, he or she shall be indemnified by the
Registrant for and against  expenses  (including  attorneys'  fees) actually and
reasonably  incurred by him or her in connection  therewith.  Such an authorized
representative may, at the discretion of the Registrant's Board of Directors, be
indemnified by the Registrant in certain  circumstances to the same extent he or
she would have been had he or she been a director or officer of the Registrant.

         A determination of whether  indemnification  is proper shall be made by
the  Board  of  Directors  by  a  majority  vote  of  a  quorum   consisting  of
disinterested  directors  or, if such a quorum  is not  obtainable  or,  even if
obtainable,  as a quorum of disinterested  directors so directs,  by independent
legal counsel in a written  opinion,  or by the Registrant's  shareholders.  The
Registrant shall advance expenses (including attorneys' fees) upon receipt of an
undertaking  by or on behalf of the  director to repay such amount  unless it is
determined that he or she is entitled to be indemnified.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.           EXHIBITS.

         Reference  is made to the Exhibit  Index which is included on page 9 of
this Registration Statement following the Signature Page.

ITEM 9.           UNDERTAKINGS.

         The undersigned Registrant hereby undertakes:

         1. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (a)      To  include  any prospectus required by Section 10(a)
                           (3) of the Securities Act;

                  (b)      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 this registration statement;

                                        6
(c)      To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           this registration statement or any material change to
                           such information in this registration statement.

         Provided, however, that paragraphs (1)(a) and (1)(b) above 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 by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
registration statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

         4. For purposes of determining  any liability  under the 1933 Act, each
filing of the  registrant's  annual report pursuant to Section 13(a) or 15(d) of
the 1934 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 at that time and shall be
deemed to be the initial bona fide offering thereof.

         5.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers, and controlling persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.

                                        7
SIGNATURES

         Pursuant to the requirements of the Act, the Registrant  certifies that
it has reasonable  grounds to believe that it meets all of the  requirements for
filing on Form S-8, and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Lake
Bluff, State of Illinois, on this 11 day of February, 1997.

                                          WORLDPORT COMMUNICATIONS, INC.

                                          By:/s/Jonathan Y. Hicks
                                                   Jonathan Y. Hicks
                                                   Principal Accounting Officer

         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 date indicated.

Signature                Title                                              Date

/s/Edward P. Mooney
Edward P. Mooney         President, Chief Executive            February 11, 1997
                         Officer, and Director
                         (Principal Executive Officer)

/s/Jonathan Y. Hicks
Jonathan Y. Hicks        Vice President, Secretary,            February 11, 1997
                         Treasurer, and Principal
                         Accounting Officer

/s/Phillip S. Magiera
Phillip S. Magiera       Director                              February 11, 1997

                                        8
EXHIBIT INDEX

         Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.

                                                                     SEQUENTIAL
EXHIBIT                                                              PAGE NO. OR
NUMBER                             DESCRIPTION                       REFERENCE

 4.1             Consulting Agreement with Jonathan Y. Hicks              1

 4.2             Consulting Agreement with Phillip S. Magiera             1

 4.3             Consulting Agreement with Edward P. Mooney               1

 4.4             Consulting Agreement with Paul A. Moore                  1

 4.5             Consulting Agreement with Theodore H. Swindells          1

 5.1             Opinion of Snell & Wilmer L.L.P.                         1

24.1             Consent of Snell & Wilmer L.L.P.                         1
                 (included in the opinion filed as Exhibit 5.1).

24.2             Consent of Schumacher & Associates, Inc.                 1

24.3             Consent of Wright & Seibert, P.C.                        1

                                       10