As filed with the Securities and Exchange Commission on April 14, 1998
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)
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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 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plan)
------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT)
ROBERT S. WOODRUFF
EXECUTIVE VICE PRESIDENT--FINANCE
QWEST COMMUNICATIONS INTERNATIONAL INC.
555 SEVENTEENTH STREET, SUITE 1000
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
- ------------------------------------------------------------------------------
<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 50,000 shares 35.9375 1,796,875 530
</TABLE>
- -------------
(1) 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:
(a) The Company's annual report on Form 10-K for the year ended December,
31, 1997.
(b) The Company's current report on Form 8-K filed on March 20, 1998.
(c) The Company's current report on Form 8-K filed on March 27, 1998.
(d) The Company's current report on Form 8-K filed on April 3, 1998.
(e) The description of Common Stock of the Company is incorporated by
reference to the Company's registration statement filed with the Commission on
Form S-4 filed under the Securities Act of 1993 on February 12, 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 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.
<PAGE>
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 The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
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 (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
<PAGE>
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.
<PAGE>
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 April 13, 1998.
Qwest Communications International Inc.
By: /s/ Robert S. Woodruff
Robert S. Woodruff
Executive Vice President - Finance
<PAGE>
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 April 13, 1998
- -----------------------
Philip F. Anschutz
Director, President and Chief April __, 1998
- ---------------------- Executive Officer
Joseph P. Nacchio
/s/ Robert S. Woodruff Director, Executive Vice April 13, 1998
- ----------------------- President-Finance, Chief
Robert S. Woodruff Financial Officer, Principal
Accounting Officer and
Treasurer
Cannon Y. Harvey Director April __, 1998
/s/ Richard T.Liebhaber Director April 13, 1998
Richard T. Liebhaber
/s/ Douglas L. Polson Director April 13, 1998
Douglas L. Polson
/s/ Craig D. Slater Director April 13, 1998
Craig D. Slater
/s/ Jordan L. Haines Director April 13, 1998
Jordan L. Haines
W. Thomas Stephens Director April __, 1998
/s/ Roy Wilkens Director April 13, 1998
Roy Wilkens
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
5.1 Legality opinion of Holme Roberts & Owen LLP.
23.1 Consent of KPMG Peat Marwick LLP
23.2 The consent of Holme Roberts & Owen LLP is included in Exhibit 5.1.
24.1 Power of Attorney. See the signature page hereof.
<PAGE>
Exhibit 5.1
April 14, 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 April 14,
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"), 50,000 shares of its
Common Stock, $.01 par value (the "Common Stock").
As 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 Equity Compensation Plan for Non-employee Directors 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,
/s/ HOLME ROBERTS & OWEN LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
---------------------------------------
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 appear in the December 31, 1997 annual
report on Form 10-K of Qwest Communications International Inc.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Denver, Colorado
April 9, 1998
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