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As filed with the Securities and Exchange Commission on January 10, 2000
Registration No. 333-66361
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IXC COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 74-2644120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1122 Capital of Texas Highway South
Austin, Texas 78746
(512) 328-1112
(Address of Principal Executive Offices)
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IXC COMMUNICATIONS, INC. 1998 STOCK PLAN
IXC COMMUNICATIONS, INC. OUTSIDE DIRECTORS' PHANTOM STOCK PLAN
(Full title of the plans)
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Kevin W. Mooney
Chief Financial Officer
IXC Communications, Inc.
1122 Capital of Texas Highway South
Austin, Texas 78746
(512) 328-1112
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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COPIES TO:
Karen C. Goodin, Esq.
Riordan & McKinzie
600 Anton Boulevard, Suite 1800
Costa Mesa, California 92626-1924
(714) 433-2900
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EXPLANATORY NOTE
On October 30, 1998 the Registrant registered 3,200,000 shares of its
common stock ("IXC Common Stock") on Form S-8 (File No. 333-66361) (the
"Registration Statement") to be issued from time to time under the Registrant's
1998 Stock Plan and the Registrant's Outside Directors' Phantom Stock Plan
(collectively, the "Plans").
Pursuant to the terms of the Agreement and Plan of Merger dated as of
July 20, 1999, as amended (the "Merger Agreement"), among Cincinnati Bell Inc.,
doing business as Broadwing Inc. ("BW"), Ivory Merger Inc., a wholly owned
subsidiary of BW ("Merger Sub"), and the Registrant, on November 9, 1999, Merger
Sub merged (the "Merger") with and into the Registrant and, as a result of the
Merger, BW owns all the outstanding common stock of the Registrant. In
connection with the Merger, (i) all outstanding shares of IXC Common Stock were
converted into the right to receive shares of BW common stock on such terms and
conditions as set forth in the Merger Agreement and (ii) all outstanding options
issued pursuant to the Plans are no longer exercisable for IXC Common Stock, but
instead, constitute options to acquire BW common stock on such terms and
conditions as set forth in the Merger Agreement.
The purpose of this Post-Effective Amendment No. 1 to the Registration
Statement is to terminate the Registration Statement and to deregister the
3,118,875 shares of IXC Common Stock originally registered thereby which remain
unsold as of such termination.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cincinnati, State of Ohio, on January 7, 2000.
IXC COMMUNICATIONS, INC.
By: /s/ Kevin W. Mooney
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Kevin W. Mooney
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Richard G. Ellenberger Director and Chief Executive Officer January 7, 2000
- ---------------------------------------- (Principal Executive Officer)
Richard Ellenberger
/s/ Kevin W. Mooney Chief Financial Officer January 7, 2000
- ---------------------------------------- (Principal Financial Officer and
Kevin W. Mooney Principal Accounting Officer)
</TABLE>
