As filed with the Securities and Exchange Commission on August 10, 1999
Registration No. 333-
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UNITED STATES
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 Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
555 SEVENTEENTH STREET, SEVENTH FLOOR
DENVER, COLORADO
(303) 992-1400 80202
(Address of principal executive offices) (Zip Code)
QWEST COMMUNICATIONS 401(k) SAVINGS PLAN
QWEST COMMUNICATIONS INTERNATIONAL INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Robert S. Woodruff COPY TO: Thomas A. Richardson, Esq.,
Executive Vice President - Finance Holme Roberts & Owen LLP
Qwest Communications International Inc. 1700 Lincoln Street, Suite 4100
555 Seventeenth Street, Seventh Floor Denver, Colorado 80203
Denver, Colorado 80202 (303) 861-7000
(303) 992-1400
(Name and address of agent for service)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 4,734,038 shares (3) (3) (3)
$.01 par value (1) (2)
</TABLE>
- ------------
<PAGE>
(1) This Form S-8 registers 2,000,000 shares to be covered by the Qwest
Communications 401(k) Plan and 2,734,038 shares to be covered by the Qwest
Communications International Inc. Employee Stock Purchase Plan.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount to interests to be
offered or sold pursuant to the Qwest Communications 401(k) Savings Plan and the
Qwest Communications International Inc. Employee Stock Purchase Plan. (3) The
Registrant previously filed Registration Statements on Forms S-8 on March 4,
1998 and June 8, 1998 (Registration Nos. 333-47349 and 333-56323, respectively)
that covered 5,000,000 shares of the Company's Common Stock issuable pursuant to
the LCI International 401(k) Savings Plan, the U.S. Long Distance Corp. 401(k)
Retirement Plan, and the Qwest Communications International Inc. 401(k) Plan
(the "Old Plans") (all numbers of shares herein reflect the 2-for-1 stock split
on May 24, 1999). 4,734,038 of the registered shares were not issued pursuant to
the Old Plans ("the Unissued Shares"). The Registrant paid fees totaling
$24,948.00 to register the Unissued Shares. Pursuant to General Instruction E to
Form S-8 and to Rule 429(b), the Unissued Shares are being carried forward from
such earlier Registration Statements and, accordingly, the Registrant has offset
the registration fee to be paid herewith by the fees that were paid by the
Registrant on March 4, 1998 and June 8, 1998.
2
<PAGE>
Form S-8 Pursuant to General Instruction E
This Form S-8 is filed with the Securities and Exchange Commission (the
"Commission") pursuant to General Instruction E to Form S-8.
The Forms S-8 filed with the Commission by Qwest Communications International
Inc. (the "Registrant" or "Company") on December 2, 1998 (Registration No.
333-68267) and on October 6, 1998, (Registration No. 333-65345) are hereby
incorporated by reference into this Form S-8.
The Registrant hereby registers an additional 4,734,038 shares of the Company's
Common Stock which may be acquired pursuant to the Qwest Communications 401(k)
Savings Plan and the Qwest Communications International Inc.
Employee Stock Purchase Plan (the "Plans").
The Registrant previously filed Registration Statements on Forms S-8 on March 4,
1998 and June 8, 1998 (Registration Nos. 333-47349 and 333-56323, respectively)
that covered 5,000,000 shares of the Company's Common Stock issuable pursuant to
the LCI International 401(k) Savings Plan, the U.S. Long Distance Corp. 401(k)
Retirement Plan, and the Qwest Communications International Inc. 401(k) Plan
(the "Old Plans") (all numbers of shares herein reflect the 2-for-1 stock split
on May 24, 1999). 4,734,038 of the registered shares were not issued pursuant to
the Old Plans ("the Unissued Shares"). The Registrant paid fees totaling
$24,948.00 to register the Unissued Shares. Pursuant to General Instruction E to
Form S-8 and to Rule 429(b), the Unissued Shares are being carried forward from
such earlier Registration Statements and, accordingly, the Registrant has offset
the registration fee to be paid herewith by the fees that were paid by the
Registrant on March 4, 1998 and June 8, 1998.
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Registration Statement:
(a) The Registrant's annual report on Form 10-K for the year ended December 31,
1998, filed with the Commission on March 23, 1999;
(b) The Registrant's quarterly report on Form 10-Q for the period ended March
31, 1999, filed with Commission on May 13, 1999;
(c) The Registrant's current reports on Form 8-K filed with the Commission on
January 14, 1999, April 27, 1999, as amended April 28, 1999, June 14, 1999, June
18, 1999, June 21, 1999, June 22, 1999, June 23, 1999, June 29, 1999 and July
20, 1999; and
(d) The description of Common Stock of the Company contained in the Company's
Registration Statement on Form S-4/A filed with the Commission on May 13, 1998
(Registration No. 333-49915).
(e) The latest annual report on Form 11-K for the year ended December 31, 1998,
of the Qwest Communications International Inc. Employee Stock Purchase Plan.
All documents subsequently filed by the Company and the Plans 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
3
<PAGE>
indicates that all securities offered have been sold, or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated be
reference in this Registration Statement and to be a part hereof from the date
of filing such documents.
Item 8. Exhibits
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1 Power of Attorney. See the signature page hereof.
4
<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 Denver, Colorado, on the 9th day of August, 1999.
QWEST COMMUNICATIONS INTERNATIONAL INC.
By: /s/ ROBERT S. WOODRUFF
--------------------------------------
Robert S. Woodruff
Executive Vice President - Finance
5
<PAGE>
We, the undersigned officers and directors of Qwest Communications International
Inc. hereby severally constitute and appoint Robert S. Woodruff and Joseph P.
Nacchio, 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 post-effective amendments to this Registration Statement
and any abbreviated Registration Statement in connection with this Registration
Statement, including but not limited to any Registration Statement filed to
register additional Common Stock which may be acquired pursuant to the Qwest
Communications 401(k) Savings Plan; and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission; and to sign all documents in connection with the
qualification and sale of the Common Stock with Blue Sky authorities and with
the National Association of Securities Dealers, Inc.; granting unto said
attorneys-in-fact full power and authority to perform any other act on behalf of
the undersigned required to be done in the premises, hereby ratifying and
confirming all that said attorneys-in-fact lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated:
Signature Date and Title(s)
- --------- -----------------
/s/ PHILIP F. ANSCHUTZ August 9, 1999
- ------------------------ Chairman of the Board; Director
Philip F. Anschutz
/s/ JOSEPH P. NACCHIO August 9, 1999
- ------------------------ Director; President; and Chief
Joseph P. Nacchio Executive Officer
/s/ ROBERT S. WOODRUFF August 9, 1999
- ------------------------ Director; Executive Vice President-
Robert S. Woodruff Finance; Chief Financial Officer;
Principal Accounting Officer
/s/ JORDAN L. HAINES August 9, 1999
- ------------------------ Director
Jordan L. Haines
/s/ CANNON Y. HARVEY August 9, 1999
- ------------------------ Director
Cannon Y. Harvey
/s/ DOUGLAS M. KARP August 9, 1999
- ------------------------ Director
Douglas M. Karp
/s/ VINOD KHOSLA August 9, 1999
- ------------------------ Director
Vinod Khosla
/s/ RICHARD T. LIEBHABER August 9, 1999
- ------------------------ Director
Richard T. Liebhaber
6
<PAGE>
/s/ DOUGLAS L. POLSON August 9, 1999
- ------------------------ Director
Douglas L. Polson
/s/ CRAIG D. SLATER August 9, 1999
- ------------------------ Director
Craig D. Slater
/s/ W. THOMAS STEPHENS August 9, 1999
- ------------------------ Director
W. Thomas Stephens
/s/ JERRY R. DAVIS August 9, 1999
- ------------------------ Director
Jerry R. Davis
7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the administrators
of the Qwest Communications 401(k) Savings Plan and the Qwest Communications
International Inc. Employee Stock Purchase Plan have caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Denver, State of Colorado on August 9, 1999.
Qwest Communications 401(k) Savings Plan
By: Plan Administrative Committee
By: /s/ TODD STANELLE
-----------------
Name: Todd Stanelle
Title: Member
Qwest Communications International Inc. Employee Stock Purchase Plan
By: /s/ ROBERT S. WOODRUFF
--------------------------------------------------------------
Name: Robert S. Woodruff
Title: Chief Financial Officer and Executive Vice President - Finance
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Legality Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Holme Roberts & Owen is included in Exhibit 5.1
24.1 Power of Attorney. See the signature page hereof.
9
Exhibit 5.1
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, CO 80203
August 10, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
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 10,
1999 (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"), 4,734,038 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 Communications 401(k) Savings Plan and the Qwest Communications
International Inc. Employee Stock Purchase Plan, as 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 rule 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, ESQ.
------------------------------
Thomas A. Richardson, Esq.
10
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
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 9, 1999, of our report dated February 2, 1999, relating to the
consolidated balance sheets of Qwest Communications International Inc. and
subsidiaries as of December 31, 1998 and 1997, 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, 1998, and our report dated
February 2, 1999, pertaining to the related consolidated financial statement
schedule, which reports appear in the December 31, 1998 annual report on Form
10-K of Qwest Communications International Inc.
/s/ KPMG LLP
-----------------------
KPMG LLP
Denver, Colorado
August 9, 1999
11
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Stock Purchase Plan Committee
Qwest Communications International Inc.
Employee Stock Purchase Plan:
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 9, 1999, of our report dated March 19, 1999, relating to the
statement of financial condition of Qwest Communications International Inc.
Employee Stock Purchase Plan as of December 31, 1998, and the related statement
of income and changes in plan equity for the period from November 1, 1998
(inception) through December 31, 1998, which report appears in the 1998 Form
11-K of Qwest Communications International Inc. Employee Stock Purchase Plan.
/s/ KPMR LLP
----------------------
KPMG LLP
Denver, Colorado
August 9, 1999
12
