As filed with the Securities and Exchange Commission on August 18, 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) 992-1400
(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)
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(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT)
ROBERT S. WOODRUFF COPY TO:
EXECUTIVE VICE PRESIDENT--FINANCE THOMAS A. RICHARDSON, ESQ.,
QWEST COMMUNICATIONS INTERNATIONAL INC. HOLME ROBERTS & OWEN LLP
1000 QWEST TOWER 1700 LINCOLN STREET, SUITE 4100
555 SEVENTEENTH STREET DENVER, COLORADO 80203
DENVER, COLORADO 80202 (303) 861-7000
(303) 992-1400
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CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
Common Stock, par
value $.01 per share 15,000,000 $37.4375 $561,562,500 $165,661
shares
- -------------
(1) Calculated pursuant to Rule 457(h).
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement applies to additional shares of common
stock, $.01 par value per share, of the Registrant relating to the Registrant's
Equity Incentive Plan, for which a Registration Statement on Form S-8 (File No.
333-30123) is effective. The contents of such Registration Statement are hereby
incorporated by reference.
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.
<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 August 17, 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 August 14, 1998
- ----------------------
Philip F. Anschutz Director
/S/ H. Brian Thompson Vice Chairman of the Board August 14, 1998
- ----------------------
H. Brian Thompson Director
/S/ Joseph P. Nacchio Director, President and Chief August 17, 1998
- ---------------------
Joseph P. Nacchio Executive Officer
/S/ Robert S. Woodruff Director, Executive Vice August 14, 1998
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Robert S. Woodruff President-Finance, Chief
Financial Officer, Principal
Accounting Officer and
Treasurer
/S/ Cannon Y. Harvey Director August 14, 1998
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Cannon Y. Harvey
/S/ Richard T. Liebhaber Director
Richard T. Liebhaber August 13, 1998
/S/ Douglas G. Polson Director August 14, 1998
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Douglas L. Polson
/S/ Craig D. Slater Director August 14, 1998
- -------------------
Craig D. Slater
/S/ Jordan L. Haines Director August 14, 1998
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Jordan L. Haines
/S/ W. Thomas Stephens Director August 14, 1998
- ----------------------
W. Thomas Stephens
<PAGE>
/S/ Roy A. Wilkins
Roy A. Wilkins Director August 14, 1998
/S/ Douglas M. Karp Director August 14, 1998
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Douglas M. Karp
________________________ Director August __, 1998
Vinod Khosla
<PAGE>
Exhibit 5.1
August 17, 1998
Qwest Communications International Inc.
1000 Qwest Tower
555 Seventeenth Street
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
August 17, 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"), 15,000,000 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 Qwest Communications
International Inc. Equity Incentive 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
By /S/ Thomas A. Richardson
Thomas A. Richardson
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
Qwest Communications International Inc.:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Qwest Communications International Inc. to be
filed on or about August 14, 1998, 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
Denver, Colorado
August 14, 1998
