As filed with the Securities and Exchange Commission on June 26, 1997
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________________
QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
_________________________
DELAWARE 84-1339282
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
555 SEVENTEENTH STREET, SUITE 1000
DENVER, COLORADO 80202
(303) 291-1400
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
QWEST COMMUNICATIONS INTERNATIONAL INC.
EQUITY INCENTIVE PLAN
(Full title of plan)
__________________
ROBERT S. WOODRUFF
EXECUTIVE VICE PRESIDENT--FINANCE
QWEST COMMUNICATIONS INTERNATIONAL INC.
555 SEVENTEENTH STREET, SUITE 1000
DENVER, COLORADO 80202
(303) 291-1400
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT)
COPY TO:
MARTHA D. REHM, ESQ.,
HOLME ROBERTS & OWEN LLP
1700 LINCOLN STREET, SUITE 4100
DENVER, COLORADO 80203
(303) 861-7000
_________________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share... 10 million shares $25.73 $257,320,000 $77,976
</TABLE>
_____________
(1) Calculated pursuant to Rule 457(h).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed or to be filed by Qwest Communications
International Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are hereby incorporated or deemed to be incorporated in this
Registration Statement by reference:
(a) The Company's Prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933 on June 23, 1997.
(b) All other documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus
and prior to the termination of the offering of Common Stock.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, subsequent to the date of this Registration Statement and
prior to the filing of a post- effective amendment to this Registration
Statement indicating that all securities offered under the Registration
Statement have been sold, or deregistering all securities then remaining unsold,
shall be deemed to be incorporated in this Registration Statement by reference
and to be a part hereof from the date of filing such documents.
4. DESCRIPTION OF SECURITIES.
The information required by Item 202 of Regulation S-K is incorporated by
reference to the Company's Prospectus filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933 on June 23, 1997.
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") empowers a
Delaware corporation to indemnify any persons who are, or are threatened to be
made, parties 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 such corporation), by reason of the fact
that such person is or was an officer or director of such corporation, or is
or was serving at the request of such corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such officer or director acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe such officer's or director's conduct was unlawful.
A Delaware corporation may indemnify officers and directors in an action by or
in the right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation in the performance of his
duty. Where an officer or director is successful on the merits or otherwise in
the defense of any action referred to above, the corporation must indemnify
such officer or director against the expenses which such officer or director
actually and reasonably incurred.
In accordance with Section 102(b)(7) of the DGCL, the Company's Certificate
of Incorporation provides that directors shall not be personally liable for
monetary damages for breaches of their fiduciary duty as directors except for
(i) breaches of their duty of loyalty to the Company or its stockholders, (ii)
acts or omissions not in good faith or which involve intentional misconduct or
knowing violations of law, (iii) certain transactions under Section 174 of the
DGCL (unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) transactions from which a director derives an improper personal benefit.
The effect of this provision is to eliminate the personal liability of directors
for monetary damages for actions involving a breach of their fiduciary duty of
care, including any actions involving gross negligence.
The Certificate of Incorporation and the By-laws of the Company provide for
indemnification of the Company's officers and directors to the fullest extent
permitted by applicable law, except that the By-laws provide that the Company
is required to indemnify an officer or director in connection with a
proceeding initiated by such person only if the proceeding was authorized by
the Board of Directors of the Company. In addition, the Company maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Company cannot directly indemnify such officers
or directors.
Pursuant to Section 145 of the DGCL and the Certificate of Incorporation and
the By-laws of the Company, the Company maintains directors' and officers'
liability insurance coverage.
8. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1, File No. 333-25391.
3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1, File No. 333-25391.
5.1 Opinion and Consent of Holme Roberts & Owen LLP.
10.1 Qwest Communications International Inc. Employee Equity Incentive Plan.
Incorporated by reference to Exhibit 10.8 of the Company's
Registration Statement on Form S-1, File No. 333-25391.
23.1 Consent of Counsel. See Exhibit 5.1.
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney. See the signature page hereof.
9. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post- effective amendment
to this Registration Statement 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; (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 which remain unsold at the
termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on June 25,
1997.
Qwest Communications International Inc.
By: /s/
Robert S. Woodruff
Executive Vice President - Finance
We, the undersigned officers and directors of Qwest Communications
International Inc. hereby severally constitute and appoint Joseph P. Nacchio,
Robert S. Woodruff and Richard L. Smith, and each of them singly, our true and
lawful attorneys, with full power to them and each of them singly, to sign for
us in our names in the capacities indicated below, all pre-effective and post-
effective amendments to this Registration Statement and any abbreviated
Registration Statement in connection with this Registration Statement pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, and generally to
do all things in our names and on our behalf in such capacities to enable the
Company to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission.
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.
SIGNATURE TITLE(S) DATE
/s/ Chairman of the Board June 25, 1997
Philip F. Anschutz
Director, President and June 25, 1997
/s/ Chief Executive Officer
Joseph P. Nacchio (Principal Executive Officer)
Director and Executive June 25, 1997
Vice President-Finance
and Chief Financial Officer
/s/ and Treasurer (Principal
Robert S. Woodruff Financial Officer)
Vice President and June 25, 1997
/s/ Controller(Principal
Richard L. Smith Accounting Officer)
/s/ Director June 25, 1997
Cannon Y. Harvey
/s/ Director June 25, 1997
Richard T. Liebhaber
/s/ Director June 25, 1997
Douglas L. Polson
/s/ Director June 25, 1997
Craig D. Slater
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of the Company.
Incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, File No. 333-25391.
3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1, File No. 333-25391.
5.1 Opinion and Consent of Holme Roberts & Owen LLP.
10.1 Qwest Communications International Inc. Employee Equity Incentive Plan.
Incorporated by reference to Exhibit 10.8 of the Company's Registration
Statement on Form S-1, File No. 333-25391.
23.1 Consent of Counsel. See Exhibit 5.1
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney. See the signature page hereof.
EXH. 5.1 OPINION AND CONSENT OF HRO
[LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE]
Qwest Communications International Inc.
555 Seventeenth Street, Suite 1000
Denver, Colorado 80202
Re: Sale of Shares of Common Stock Pursuant to
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Qwest Communications International Inc. (the
"Company") in connection with the registration by the Company of 10,000,000
shares of common stock, $.01 par value per share (the "Shares"), described in
the Registration Statement on Form S-8 of the Company, being filed with the
Securities and Exchange Commission concurrently herewith. In such connection we
have examined certain corporate records and proceedings of the Company including
actions taken by the Company's Board of Directors in respect of the
authorization and issuance of the Shares, and such other matters as we deemed
appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and sold as contemplated by the Registration
Statement and in accordance with the employee benefit plans covered thereby,
will be legally issued, fully paid and non- assessable shares of capital stock
of the Company.
We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid
Registration Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules of the Securities and Exchange Commission.
Very truly yours,
HOLME ROBERTS & OWEN LLP
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
_______________________________________
To the Board of Directors and Stockholders
Qwest Communications International Inc.:
We consent to incorporation by reference in the registration statement on Form
S-8 of our report dated February 19, 1997, except as to note 1, paragraph (i)
and note 18, which are as of May 23, 1997, relating to the consolidated balance
sheets of Qwest Communications International Inc. and subsidiaries as of
December 31, 1996 and 1995, and the related consolidated statements of
operations, stockholder's equity and cash flows for each of the years in the
three-year period ended December 31, 1996, which report appears in the
Registration Statement on Form S-1 (No. 333-25391) of Qwest Communications
International Inc.
KPMG Peat Marwick LLP
Denver, Colorado
June 25, 1997
