As filed with the Securities and Exchange Commission on June 23, 2000
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.)
700 Qwest Tower
555 Seventeenth Street
Denver, Colorado
(303) 992-1400 80202
(Address of Principal Executive Offices) (Zip Code)
QWEST COMMUNICATIONS INTERNATIONAL INC. EQUITY INCENTIVE PLAN
(Full title of the plan)
Robert S. Woodruff Copy To:
Executive Vice President - Finance, Thomas A. Richardson, Esq.
Chief Financial Officer, and Treasurer Holme Roberts & Owen LLP
Qwest Communications International Inc. 1700 Lincoln Street, Suite 4100
700 Qwest Tower Denver, Colorado 80203
555 Seventeenth Street (303) 861-7000
Denver, Colorado 80202
(303) 992-1400
(Name, Address And Telephone Number of Agent For Service)
CALCULATION OF REGISTRATION FEE
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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
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<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 30,000,000 shares (1) (1) (1)
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(1) The Company previously filed a Registration Statement on Form S-4 on June
21, 1999 (Registration No. 333-81149) that covered 1,110,224,198 shares of the
Company's common stock. At least 30,000,000 of the registered shares will not be
issued pursuant to the Form S-4 ("the Unissued Shares"). The Company paid fees
totaling $392,212.96 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 Statement and, accordingly, the
Company has offset the registration fee to be paid herewith by a portion of the
fee that was paid by the Company on June 21, 1999.
2
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This abbreviated Registration Statement on Form S-8 is filed by Qwest
Communications International Inc. (the "Company") with the Securities and
Exchange Commission (the "Commission") pursuant to General Instruction E to Form
S-8. The Company hereby registers the issuance of an additional 30,000,000
shares of common stock, $.01 par value per share, of the Company (the "Common
Stock") which may be issued pursuant to the Qwest Communications International
Inc. Equity Incentive Plan (the "Plan").
A Registration Statement on Form S-8, filed on June 26, 1997 (Registration No.
333-30123), and an abbreviated Registration Statement on Form S-8, filed on
August 18, 1998 (Registration No. 333-61725), are effective regarding the
issuance of Common Stock pursuant to the Plan. The contents of such Registration
Statements are hereby incorporated by reference into this Registration
Statement.
The Company previously filed a Registration Statement on Form S-4 on June 21,
1999 (Registration No. 333-81149) that covered 1,110,224,198 shares of the
Company's common stock. At least 30,000,000 of the registered shares will not be
issued pursuant to the Form S-4 ("the Unissued Shares"). The Company paid fees
totaling $392,212.96 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 Statement and, accordingly, the
Company has offset the registration fee to be paid herewith by a portion of the
fee that was paid by the Company on June 21, 1999.
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 Company's annual report on Form 10-K for the year ended December 31,
1999, filed with the Commission on March 17, 2000;
(b) The Company's quarterly report on Form 10-Q filed with Commission on May
12, 2000;
(c) The Company's current reports on Form 8-K filed with the Commission on
February 2, 2000, February 17, 2000, and April 19, 2000; and
(d) The description of Common Stock of the Company contained in the Company's
registration statement on Form 8-A filed with the Commission on December
27, 1999.
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 into 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 Arthur Andersen LLP
23.3 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1
3
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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 June 23, 2000.
Qwest Communications International Inc.
By: /s/ Robert S. Woodruff
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Robert S. Woodruff
Executive Vice President - Finance,
Chief Financial Officer, and Treasurer
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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.
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SIGNATURE TITLE(S) DATE
<S> <C> <C>
* Chairman of the Board, Director June 23, 2000
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Philip F. Anschutz
* Director, Chairman, Chief Executive June 23, 2000
------------------------------------ Officer
Joseph P. Nacchio
* Director June 23, 2000
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Jordan L. Haines
* Director June 23, 2000
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Cannon Y. Harvey
* Director June 23, 2000
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Douglas M. Karp
* Director June 23, 2000
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Douglas L. Polson
* Director June 23, 2000
------------------------------------
Craig D. Slater
* Director June 23, 2000
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W. Thomas Stephens
/s/ Robert S. Woodruff Director, Executive Vice June 23, 2000
------------------------------------ President-Finance, Chief Financial
Robert S. Woodruff Officer, Treasurer (Principal
Accounting Officer)
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* By: /s/ Robert S. Woodruff
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Robert S. Woodruff
Attorney-in-fact. The persons so indicated authorized Robert S.
Woodruff to execute this abbreviated Form S-8 on his behalf and in the capacity
indicated. Such authorization is in the Power of Attorney on the signature page
of the abbreviated Form S-8 filed by the Company on August 18, 1998,
incorporated by reference into this abbreviated Form S-8 above.
5
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EXHIBIT INDEX
Exhibit
Number Description
5.1 Legality 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 is included in Exhibit 5.1
6
