As filed with the Securities and Exchange Commission on July 7, 2000
Registration No. 333-81149
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
POST EFFECTIVE AMENDMENT NO. 3
TO FORM S-4
ON 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 Identification No.)
incorporation or organization)
1801 California Street
Denver, Colorado 80202
(303) 992-1400
(Address, including zip code and
telephone number, of principal executive offices)
---------------------------
1998 U S West Stock Plan
U S West 1998 Broad Based Stock Option Plan
(Full title of the 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,
1801 California Street Suite 4100
Denver, Colorado 80202 Denver, Colorado 80203
(303) 672-2700 (303) 861-7000
(Name and address, including zip code
and telephone number, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed
Maximum Proposed Maximum Amount of
Title of Securities Amount to Be Offering Price Aggregate Registration Fee
To Be Registered Registered(1)(2) Per Share Offering Price (3)
----------------------------- ------------------ -------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.01 54,167,544 Shares NA NA $0
per share)
============================= ================== ============== ================= =================
</TABLE>
(1) This Post-Effective Amendment No. 3 to Form S-4 on Form S-8 covers
54,167,544 shares of the registrant's common stock, par value $0.01 per
share, originally registered on the Registration Statement on Form S-4 to
which this Post-Effective Amendment relates. These 54,167,544 shares of
common stock are to be issued in connection with the exercise of stock
options that have been granted under the 1998 U S West Stock Plan and the
U S West 1998 Broad Based Stock Option Plan (the "Plans") and converted
into options to purchase shares of the registrant. See "Purpose of
Amendment."
(2) Plus an indeterminable number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(3) The registrant previously paid $7,618,375.80 upon the filing of the
registration statement, as amended, to register 1,232,662,130 shares of
common stock issuable to the stockholders of U S West, Inc., including the
54,167,544 shares of common stock which may be issued pursuant to the
Plans.
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<PAGE>
PURPOSE OF AMENDMENT
The purpose of this Post Effective Amendment No. 3 is to register on Form
S-8 54,167,544 shares of common stock, par value $0.01 per share, of Qwest
Communications International Inc., a Delaware corporation (the "Registrant")
previously registered on Form S-4 (Registration No. 333-81149) for issuance
pursuant to options previously granted under the 1998 U S West Stock Plan and
the U S West 1998 Broad Based Stock Option Plan and converted into options to
purchase shares of the Registrant pursuant to the terms and conditions of the
Agreement and Plan of Merger dated as of July 18, 1999, as amended, between U S
West, Inc. ("U S West") and the Registrant which provides for the merger of U S
West with and into the Registrant.
PART I
ITEM 1. PLAN INFORMATION
Not required to be filed with this registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed with this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Qwest Communications International Inc., a
Delaware corporation (the "Registrant") pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed on March 17, 2000;
(2) The Registrant's Current Reports on Form 8-K, filed February 2, 2000,
February 17, 2000 and April 19, 2000;
(3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000, filed on May 12, 2000;
(4) All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold; and
(5) The description of the Registrant's Common Stock contained in
the Registrant's registration statement on Form S-4/A dated May 13, 1998
(Registration No. 333-49915) filed under the Securities Act of 1933.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.
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The Registrant will provide, without charge to each person, including any
beneficial owner, to whom this document is delivered, upon written or oral
request of such person, a copy of any or all of the documents incorporated
herein by reference (other than exhibits, unless such exhibits specifically are
incorporated by reference into such documents or this document). Requests for
such documents should be submitted in writing, addressed to the office of the
Corporate Secretary, Qwest Communications International Inc., 555 Seventeenth
Street, 700 Qwest Tower, Denver, Colorado 80202.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(5) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 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 attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably believed
to be 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.
In accordance with Section 102(b)(7) of the DGCL, the Registrant's
Certificate of Incorporation provides that directors shall not be personally
liable for monetary damages for breaches of their fiduciary duty except for (i)
breaches of their duty of loyalty to the Registrant 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 Registrant provide
for indemnification of the Registrant's officers and directors to the fullest
extent permitted by applicable law, except that the By-laws provide that the
Registrant 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 Registrant. In addition, the Registrant maintains
insurance policies which provide coverage for its officers and directors in
certain situations where the Registrant cannot directly indemnify such officers
or directors.
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<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
4.1 Restated Certificate of Incorporation of the Registrant (included as
Annex H in the Registrant's Registration Statement on Form S-4 as
filed September 17, 1999 (File No. 333-81149))*
4.2 Bylaws of the Registrant (included as Annex I in the Registrant's
Registration Statement on Form S-4 as filed September 17, 1999 (File
No. 333-81149))*
5.1 Opinion of Holme Roberts & Owen LLP
23.1 Consent of KPMG LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Holme Roberts & Owen LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature page of the initial
filing of the form S-4 Registration Statement)
99.1 Qwest Communications International Inc. Equity Incentive Plan (filed
as Exhibit A to the Registrant's Definitive Proxy Statement as filed
on March 17, 2000)*
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*Incorporated herein by reference.
ITEM 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:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in this registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference into this registration statement;
(2) That for the purpose of determining any liability under the 1933
Act, 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 being registered 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
Registrant'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 the 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 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the1933 Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, 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 1933 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 July 5, 2000.
QWEST COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Robert S. Woodruff
--------------------------------------
Robert S. Woodruff
Executive Vice President - Finance,
Chief Executive Officer, and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities on July 5, 2000.
SIGNATURE TITLE
--------- -----
* Director, Chairman and Chief Executive
------------------------ Officer
Joseph P. Nacchio
* Director; Executive Vice President - Finance;
------------------------ Chief Financial Officer
Robert S. Woodruff
* (Principal Accounting Officer)
------------------------
Cannon Y. Harvey
* Director
------------------------
Douglas M. Karp
* Director
------------------------
Craig D. Slater
* Director
------------------------
Jerry R. Davis
*By: /s/ Robert S. Woodruff
------------------------------------
Robert S. Woodruff, Attorney-in-Fact
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<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Exhibit Pages
--------- --------- -------------
4.1 -- Restated Certificate of Incorporation*
4.2 -- Bylaws*
5.1 -- Opinion of Holme Roberts & Owen LLP 8
23.1 -- Consent of KPMG LLP 9
23.2 -- Consent of Arthur Andersen LLP 10
23.3 -- Consent of Holme Roberts & Owen LLP
(contained in Exhibit 5)
24.1 -- Power of Attorney (included on the signature page
of the initial filing of the form S-4
Registration Statement)
99.1 -- Qwest Communications International Inc.
Equity Incentive Plan*
-----------------
*Incorporated herein by reference.
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