As filed with the Securities and Exchange Commission on June 8, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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QWEST COMMUNICATIONS INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 84-1339282
(STATE OR OTHER (I.R.S. EMPLOYER
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
1000 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 291-1400
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
QWEST OPTION PLAN FOR CERTAIN LCI EMPLOYEES
LCI INTERNATIONAL 401(k) SAVINGS PLAN
U.S. LONG DISTANCE CORP. 401(k) RETIREMENT PLAN
(Full title of plan)
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT)
ROBERT S. WOODRUFF
EXECUTIVE VICE PRESIDENT--FINANCE
QWEST COMMUNICATIONS INTERNATIONAL INC.
100 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 291-1400
COPY TO:
THOMAS A. RICHARDSON, ESQ.,
HOLME ROBERTS & OWEN LLP
1700 LINCOLN STREET, SUITE 4100
DENVER, COLORADO 80203
(303) 861-7000
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CALCULATION OF REGISTRATION FEE
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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 PRICE FEE
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Common Stock, par
value $.01 per share 15,243,587 shares(1) $15.30(2) $233,164,438 $68,784
Common Stock, par
value $.01 per share 500,000 shares(3) $34.26(4) $17,130,000(4) $ 5,053
Total 15,743,587 shares $250,294,438 $73,837
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(1) Shares covered by the Qwest Option Plan for Certain LCI Employees.
(2) Based on the average exercise price for the shares of the registrant
pursuant to the Agreement and Plan of Merger dated as of March 8, 1998 by and
among the registrant, a wholly owned subsidiary of the registrant and LCI
International, Inc.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the LCI International 401(k) Savings Plan and the
U.S. Long Distance Corp. 401(k) Retirement Plan.
(4) Calculated pursuant to Rule 457(h).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by Qwest Communications International Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are hereby incorporated in this Registration Statement by reference:
(1) Qwest's annual report on Form 10-K filed on March 19, 1998.
(2) Qwest's quarterly reports on Form 10-Q filed on May 6, 1998 and on
Form 10-Q/A filed on May 7, 1998.
(3) Qwest's current reports on Form 8- K filed on March 20, 1998, March
27, 1998, April 3, 1998 and April 21, 1998.
(4) The description of Qwest Common Stock is incorporated by reference to
Qwest's Registration Statement on Form S-4/A (Registration No. 333-49915) filed
on May 13, 1998.
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, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents.
4. DESCRIPTION OF SECURITIES.
Not applicable.
5. INTERESTS OF NAMED EXPERTS.
Not applicable.
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
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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.
7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
8. EXHIBITS.
5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of KPMG Peat
Marwick LLP
23.2 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1 24.1 Power
of Attorney. See the signature page hereof.
The undersigned registrant hereby undertakes that the registrant will
submit the LCI International 401(k) Savings Plan, the U.S. Long Distance
Corp. 401(k) Retirement Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required
by the IRS in order to qualify the LCI International 401(k) Savings Plan and
the U.S. Long Distance Corp. 401(k) Retirement Plan.
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.
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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 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in 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.
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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 Denver, State of Colorado on June 8, 1998.
Qwest Communications International Inc.
By: /s/Robert S. Woodruff
Robert S. Woodruff
Executive Vice President - Finance
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We, the undersigned officers and directors of Qwest Communications
International Inc. hereby severally constitute and appoint Joseph P. Nacchio and
Robert S. Woodruff, 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, 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, and all requirements of the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
/s/Philip F. Anschutz Chairman of the Board June 8, 1998
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Philip F. Anschutz
/s/Joseph P. Nacchio Director, President and Chief June 8, 1998
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Joseph P. Nacchio Executive Officer
/s/Robert S. Woodruff Director, Executive Vice June 8, 1998
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Robert S. Woodruff President-Finance, Chief
Financial Officer, Principal
Accounting Officer and
Treasurer
/s/Cannon Y. Harvey Director June 8, 1998
Cannon Y. Harvey
Director June 8, 1998
/s/Richard T. Liebhaber
Richard T. Liebhaber
Director June 8, 1998
/s/Douglas L. Polson
Douglas L. Polson
Director June 8, 1998
/s/Craig D. Slater
Craig D. Slater
Director June 8, 1998
/s/Jordan L. Haines
Jordan L. Haines
Director June 8, 1998
/s/W. Thomas Stephens
W. Thomas Stephens
/s/Roy A. Wilkens Director June 8, 1998
Roy A. Wilkens
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Pursuant to the requirements of the Securities Act of 1933, the
administrator of the LCI International 401(k) Savings Plan has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of McLean, State of Virginia on June 6, 1998.
LCI International 401(k) Savings Plan
By /s/Stan D. Surrette
Name: Stan D. Surrette
Title: Plan Administrator
Pursuant to the requirements of the Securities Act of 1933, the
administrator of the U.S. Long Distance Corp. 401(k) Retirement Plan has caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of McLean, State of Virginia on June 8,
1998.
U.S. Long Distance Corp. 401(k) Retirement Plan
By /s/Lee M. Weiner
Name: Lee M. Weiner
Title: Plan Administrator
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EXHIBIT INDEX
Exhibit
Number Description Page
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1
24.1 Power of Attorney. See the signature page hereof.
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Exhibit 5.1
June 8, 1998
Qwest Communications International Inc.
555 Seventeenth Street, Suite 1000
Denver, Colorado 80202
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 to be filed
with the Securities and Exchange Commission (the "Commission") on June 8,
1998 (the "Registration Statement") by Qwest Communications International
Inc., a Delaware corporation (the "Company"), for the purpose of registering
under the Securities Act of 1933, as amended (the "Act"), 15,743,587 shares
of its Common Stock, $.01 par value (the "Common Stock").
As special counsel for the Company, we have examined such documents and
reviewed such questions of law as we have considered necessary or
appropriate for the purpose of this opinion. Based on the foregoing, we are
of the opinion that the shares of Common Stock, when sold and delivered by
the Company pursuant to the Qwest Option Plan for Certain LCI Employees, the
LCI International 401(k)Savings Plan and the U.S. Long Distance Corp. 401(k)
Retirement Plan described in the Registration Statement, will be legally
issued, fully paid and non-assessable.
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of
the Commission.
We do not express an opinion on any matters other than those expressly
set forth in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
/s/Holme Roberts & Owen LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
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To the Board of Directors and Stockholders
Qwest Communications International Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Qwest Communications International Inc., of our
report dated February 24, 1998, except as to note 22 which is as of March 8,
1998, relating to the consolidated balance sheets of Qwest Communications
International Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1997, and our report dated February 24, 1998 pertaining to the related
financial statement schedule, which reports appears in the annual report on
Form 10-K of Qwest Communications International Inc.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Denver, Colorado
June 8, 1998
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