As filed with the Securities and Exchange Commission on February 16, 1999
Registration No. 333-65095
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
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)
<TABLE>
<CAPTION>
DELAWARE 4813 84-1339282
<S> <C> <C>
(State or other jurisdiction of (Primary standard Industrial (I.R.S. employer
incorporation or organization) classification code number) identification number)
</TABLE>
700 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)
---------------
ROBERT S. WOODRUFF, EXECUTIVE VICE PRESIDENT--FINANCe
QWEST COMMUNICATIONS INTERNATIONAL INC.
700 QWEST TOWER
555 SEVENTEENTH STREET
DENVER, COLORADO 80202
(303) 992-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
COPIES TO:
J. WESTON PETERSON, ESQ. MICHAEL WEINSIER, ESQ.
O'MELVENY & MYERS LLP PARKER CHAPIN FLATTAU & KLIMPL LLP
CITICORP CENTER 1211 AVENUE OF THE AMERICAS
153 EAST 53RD STREET, 50TH FLOOR NEW YORK, NEW YORK 10036
NEW YORK, NEW YORK 10022-4611 (212) 704-6000
(212) 326-2000 (212) 704-6288 (FAX)
(212) 326-2061 (FAX)
<PAGE>
DE-REGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement
on Form S-4, as amended (Registration No. 333-65095) (the "Registration
Statement"), pursuant to which Qwest Communications International Inc. (the
"Registrant") registered 8,116,136 shares of its common stock to be issued
pursuant to an Agreement and Plan of Merger dated as of September 13, 1998 (the
"Merger Agreement"), among the Registrant, Qwest 1998-I Acquisition Corp., a
wholly owned subsidiary of the Registrant, and Icon CMT Corp ("Icon"). The
Securities and Exchange Commission declared the Registration Statement effective
on December 10, 1998.
Pursuant to the Merger Agreement, the Registrant issued a total of
5,099,429 shares of its common stock and has reserved for issuance a total of
942,373 shares of its common stock upon exercise of the Icon options and
warrants assumed by the Registrant. This Post-Effective Amendment No. 1 is filed
to de-register the shares of common stock of the Registrant to the extent such
shares were not issued or reserved for issuance in connection with the Merger
Agreement. Therefore, a total of 2,074,334 shares of the Registrant's common
stock are to be de-registered effective upon the filing of this Post-Effective
Amendment No. 1 with the Securities and Exchange Commission.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement No. 333-65095 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Denver, State of Colorado, on February 16,
1999.
QWEST COMMUNICATIONS INTERNATIONAL INC.
By: /s/ ROBERT S. WOODRUFF
-------------------------------------
Name: Robert S. Woodruff
Title: Executive Vice President--Finance
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons on February 16, 1999 in the capacities indicated below.
SIGNATURE CAPACITY
--------- --------
/s/ PHILIP F. ANSCHUTZ* Chairman of the Board
- ------------------------
Philip F. Anschutz
/s/ JOSEPH P. NACCHIO* Director, President and
- ------------------------ Chief Executive Officer
Joseph P. Nacchio (Principal Executive
Officer)
/s/ ROBERT S. WOODRUFF Director and Executive
- ------------------------ Vice President--
Robert S. Woodruff Finance and Chief
Financial Officer and
Treasurer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ CANNON Y. HARVEY* Director
- ------------------------
Cannon Y. Harvey
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<PAGE>
SIGNATURE CAPACITY
--------- --------
/s/ JORDAN L. HAINES* Director
- ------------------------
JORDAN L. HAINES
/s/ DOUGLAS M. KARP* Director
- ------------------------
DOUGLAS M. KARP
/s/ VINOD KHOSLA* Director
- ------------------------
VINOD KHOSLA
/s/ RICHARD T. LIEBHABER* Director
- ------------------------
RICHARD T. LIEBHABER
/s/ DOUGLAS L POLSON* Director
- ------------------------
DOUGLAS L. POLSON
/s/ CRAIG D. SLATER* Director
- ------------------------
CRAIG D. SLATER
/s/ W. THOMAS STEPHENS* Director
- ------------------------
W. THOMAS STEPHENS
*By: /s/ ROBERT S. WOODRUFF, AS ATTORNEY-IN-FACT
-------------------------------------------
Robert S. Woodruff
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