<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1998
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
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USW-C, INC.
(to be renamed "U S WEST, Inc.")
(Exact name of registrant as specified in its charter)
Delaware 84-0953188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 California Street
Denver, Colorado 80202
(303) 672-2700
(Address, zip code, telephone number, and area code,
of registrant's principal executive offices)
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U S WEST, INC. 1998 STOCK PLAN
(Full title of the Plan)
--------------------
Thomas O. McGimpsey, Esq.
USW-C, Inc.
1801 California Street
Denver, Colorado 80202
(303) 793-6676
(Name, address, zip code, telephone number and area code, of agent for service)
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
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Title of each class of Amount to Proposed maximum offering Proposed maximum Amount of
securities to be registered be registered price per share aggregate offering price registration fee (1)
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value (2) 15,000,000 $50.3750 $755,625,000 $222,910
- ----------------------------------------------------------------------------------------------------------------------------------
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</TABLE>
(1) The registration fee for all securities registered hereby, $222,910, has
been calculated as follows: 0.000295 of $50.3750 (the average of the high
and low prices of U S WEST Communications Group Common Stock of U S WEST,
Inc. reported in the consolidated reporting system of the New York Stock
Exchange on May 18, 1998) multiplied by 15,000,000 shares of Common Stock
being registered hereby.
(2) Includes Stock Purchase Rights which, prior to the occurrence of certain
events, will not be exercisable separately from the Common Stock.
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<PAGE>
GENERAL
This Registration Statement on Form S-8 for USW-C, Inc., a Delaware
corporation (the "Registrant"), is filed in connection with the Separation
(as defined below). The Separation and the transactions related thereto are
more fully described in the Registrant's Registration Statement on Form S-4
filed with the Securities and Exchange Commission (File No. 333-45765) on
February 6, 1998, as amended.
This Plan is effective only upon consummation of the separation of U S
WEST, Inc. into two independent companies (the "Separation"). U S WEST, Inc.
currently conducts its business through two groups, the U S WEST
Communications Group and the U S WEST Media Group. Upon consummation of the
Separation, USW-C, Inc. (to be renamed "U S WEST, Inc." at Separation) will
become a separately-traded company and will conduct the business of the U S
WEST Communications Group and the domestic directories business of the U S
WEST Media Group. The Separation is expected to occur in June of 1998.
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information concerning the Plan
required by Item 1 of Form S-8 and the statement of availability of
registrant information, Plan information and other information required by
Item 2 of Form S-8 will be sent or given to employees as specified by Rule
428. In accordance with Rule 428 and the requirements of Part I Form S-8,
such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. USW-C,
Inc. shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request , USW-C, Inc. shall furnish the
Commission or its staff a copy or copies of any or all documents included in
such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by USW-C, Inc., a Delaware
corporation ("USW-C" or the "Company") and its predecessor U S WEST, Inc., a
Delaware corporation ("U S WEST ") with the Commission (File Nos. 1-14087 and
1-8611) and are incorporated herein by reference: (i) U S WEST's Annual
Report on Form 10-K for the year ended December 31, 1997, as amended by Form
10-K/A filed April 13, 1998; (ii) U S WEST's Current Reports on Form 8-K
dated January 29, 1998, February 17, 1998, March 25, 1998 (as amended by Form
8-K/A filed April 13, 1998), April 17, 1998 and May 5, 1998; (iii) U S WEST's
Proxy Statement on Schedule 14A filed April 20, 1998; (iv) the description of
Common Stock and preferred stock purchase rights of USW-C contained in
USW-C's Registration Statement on Form 8-A filed on
2
<PAGE>
May 1, 1998 (as amended by Form 8-A/A filed May 12, 1998) and USW-C's
Registration Statement on Form 8-A filed May 12, 1998; (v) USW-C's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 and (vi) USW-C's
Current Report on Form 8-K dated May 15, 1998.
All documents filed by USW-C pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this registration statement and 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 in this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document, which also is
or is deemed to be incorporated by reference 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.
Item 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered hereby is registered under Section
12 of the Exchange Act.
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 (the "DGCL") permits
USW-C's board of directors to indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with any threatened,
pending or completed action, suit or proceeding in which such person is made
a party by reason of his or her being or having been a director, officer,
employee or agent of USW-C, in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of
1933, as amended (the "Securities Act"). The statute provides that
indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise.
USW-C's Restated Certificate of Incorporation and Bylaws provide for
indemnification of its directors and officers to the fullest extent permitted
by law.
3
<PAGE>
As permitted by Section 102 of the DGCL, USW-C's Restated Certificate of
Incorporation eliminates a director's personal liability for monetary damages
to USW-C and its stockholders arising from a breach or alleged breach of a
director's fiduciary duty except for liability under Section 174 of the DGCL,
for liability for any breach of the director's duty of loyalty to USW-C or
its stockholders, for act or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law or for any transaction
which the director derived an improper personal benefit.
The directors and officers of USW-C are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by USW-C.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibits identified in parentheses below are on file with the SEC, and
are incorporated herein by reference to such previous filings.
<TABLE>
Exhibit
Number Description
- ------- -----------
<S> <C>
(2) Form of Separation Agreement between U S WEST, Inc. (to be
renamed MediaOne Group, Inc.) and USW-C, Inc. (to be renamed
U S WEST, Inc.) (Exhibit 2 to Registration Statement
No. 333-45765).
(3-A) Restated Certificate of Incorporation of USW-C, Inc. (Exhibit
3-A to Registration Statement No. 333-45765).
(3-B) Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765).
(4) Form of Rights Agreement between USW-C, Inc., a Delaware
corporation, and State Street Bank and Trust Company, as Rights
Agent (Exhibit 4-A to Registration Statement No. 333-45765).
5 Opinion of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., regarding the legality of the
Securities being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
4
<PAGE>
23-C The Consent of Thomas O. McGimpsey, Corporate Counsel and
Assistant Secretary of USW-C, Inc., is included in the opinion
of counsel filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who
signed this registration statement.
</TABLE>
5
<PAGE>
Item 9. UNDERTAKINGS.
(a) Rule 415 Offerings.
USW-C 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 the 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 the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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) Filings Incorporating Subsequent Exchange Act Documents by Reference.
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 an
employee benefit 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.
6
<PAGE>
(c) Form S-8 Undertakings.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and 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 the 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 Act and will be governed by the final adjudication of such
issue.
7
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
USW-C, Inc. certifies that it has reasonable grounds to believe that it meets
all 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 Englewood, State of Colorado, on
the 26th day of May, 1998.
USW-C, Inc.
By: /s/ THOMAS O. MCGIMPSEY
---------------------------------
Thomas O. McGimpsey
ASSISTANT SECRETARY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<S> <C>
PRINCIPAL EXECUTIVE OFFICER:
/s/ SOLOMON D. TRUJILLO* President and Chief Executive Officer
- ---------------------------------
Solomon D. Trujillo
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ ALLAN R. SPIES* Executive Vice President and Chief
- --------------------------------- Financial Officer
Allan R. Spies
DIRECTOR:
/s/ SOLOMON D. TRUJILLO*
- ---------------------------------
Solomon D. Trujillo
*By: /s/ THOMAS O. MCGIMPSEY
- ---------------------------------
THOMAS O. MCGIMPSEY
ASSISTANT SECRETARY
ATTORNEY-IN-FACT
</TABLE>
Dated: May 26, 1998
8
<PAGE>
EXHIBIT INDEX
<TABLE>
Exhibit
Number Description
- ------- -----------
<S> <C>
(2) Form of Separation Agreement between U S WEST, Inc. (to be
renamed Media One Group, Inc.) and USW-C, Inc. (to be renamed
U S WEST, Inc.) (Exhibit 2 to Registration Statement
No. 333-45765).
(3-A) Restated Certificate of Incorporation of USW-C, Inc.
(Exhibit 3-A to Registration Statement No. 333-45765).
(3-B) Amended and Restated Bylaws of USW-C, Inc. (Exhibit 3-B to
Registration Statement No. 333-45765).
(4) Form of Rights Agreement between USW-C, Inc., a Delaware
corporation, and State Street Bank and Trust Company, as Rights
Agent (Exhibit 4-A to Registration Statement No. 333-45765).
5 Opinion of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., regarding the legality of the
securities being registered.
23-A Consent of Arthur Andersen LLP.
23-B Consent of Coopers & Lybrand L.L.P.
23-C Consent of Thomas O. McGimpsey, Corporate Counsel and Assistant
Secretary of USW-C, Inc., is included in the opinion of counsel
filed as Exhibit 5.
24 Powers of Attorney executed by directors and officers who
signed this registration statement.
</TABLE>
9
<PAGE>
EXHIBIT 5
U S WEST, Inc.
1801 California Street
Denver, Colorado 80202
Thomas O. McGimpsey
Senior Attorney and
Assistant Secretary
May 26, 1998
USW-C, Inc.
1801 California Street
Denver, Colorado 80202
Ladies and Gentlemen:
I refer to the registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, to be filed by
USW-C, Inc. a Delaware corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") on May 26, 1998. The Registration
Statement covers 15,000,000 shares of Common Stock of the Company, $.01 par
value per share (the "Shares") which may be issued from time to time in
connection with the U S WEST, Inc. 1998 Stock Plan (the "Plan").
I have made such legal and factual examinations and inquiries as I deemed
advisable for the purpose of rendering this opinion. I am familiar with the
proceedings taken and proposed to be taken in connection with the
authorization, issuance and sale of the Shares. Based on my examination and
inquiries, it is my opinion that the Shares, upon issuance thereof in
accordance with the terms of the Plan will be validly issued, fully paid, and
non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ THOMAS O. MCGIMPSEY
Thomas O. McGimpsey
<PAGE>
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the U S WEST, Inc. 1998 Stock Plan on Form S-8 of our reports
dated February 12, 1998 (except with respect to the matter discussed in Note
21 of the U S WEST, Inc. consolidated financial statements, as to which the
date is April 6, 1998) on the consolidated financial statements, the
consolidated financial statement schedule, and the Supplementary Selected
Proportionate Results of Operations of U S WEST, Inc., included in U S WEST,
Inc.'s Form 10-K, as amended on Form 10-K/A filed April 13, 1998, and the
combined financial statements and combined financial statement schedule of
USW-C, Inc. and the consolidated financial statements and the Supplementary
Selected Proportionate Results of Operations of U S WEST, Inc. included in U
S WEST, Inc.'s proxy statement on Schedule 14a filed April 20, 1998,
respectively, all for the years ended December 31, 1997 and 1996, and to all
references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Denver, Colorado,
May 26, 1998.
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of USW-C, Inc. of our reports dated February 12, 1996
on our audits of the consolidated financial statements and financial
statement schedule of U S WEST, Inc. for the year ended December 31, 1995,
which reports are included in U S WEST, Inc.'s Annual Report on Form 10-K for
the year ended December 31, 1997, as amended by Form 10-K/A filed April 13,
1998 and of our report dated February 12, 1996 on our audit of the
consolidated financial statements of U S WEST, Inc. for the year ended
December 31, 1995, included in U S WEST, Inc.'s Proxy Statement dated April
20, 1998.
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of USW-C, Inc. of our reports dated February 6, 1998, on our
audit of the combined financial statements and combined financial statement
schedule of New U S WEST for the year ended December 31, 1995, which report
is included in U S WEST, Inc.'s Proxy Statement dated April 20, 1998.
/s/ Coopers & Lybrand L.L.P.
Denver, Colorado
May 22, 1998
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, USW-C, Inc., a Delaware corporation (hereinafter referred to as
the "Company"), proposes to file with the Securities and Exchange Commission,
under the provisions of the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 (the "Registration Statement") for the
registration of shares of Common Stock of the Company in connection with the
U S WEST, Inc. 1998 Stock Plan (the "Plan"), on terms generally described in
the Plan; and
WHEREAS, each of the undersigned is an Officer or Director, or both, of
the Company as indicated below each signature;
NOW, THEREFORE, each of the undersigned constitutes and appoints THOMAS
O. MCGIMPSEY and STEPHEN E. BRILZ, and each of them, as attorneys for him and
in his name, place, and stead, and in his capacity as an Officer or Director
of the Company, to execute and file such Registration Statement, and
thereafter to execute and file any amended registration statement or
statements or supplements thereto, hereby giving and granting to said
attorneys full power and authority to do and perform all and every act and
thing whatsoever requisite and necessary to be done in and about the premises
as fully, to all intents and purposes, as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all that said
attorneys may or shall lawfully do, or cause to be done, by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney this 26th day of May, 1998.
/s/ SOLOMON D. TRUJILLO
-------------------------------------
Solomon D. Trujillo
President and Chief Executive Officer
and Director
/s/ ALLAN R. SPIES
-------------------------------------
Allan R. Spies
Executive Vice President
and Chief Financial Officer
