As filed with the Securities and Exchange Commission on May 16, 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
__________
CENTURYTEL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
LOUISIANA 72-0651161
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(ADDRESS, INCLUDING ZIP CODE, OF
PRINCIPAL EXECUTIVE OFFICES)
CENTURYTEL, INC. 2000 INCENTIVE COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
__________
HARVEY P. PERRY
EXECUTIVE VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER,
GENERAL COUNSEL AND SECRETARY
CENTURYTEL, INC.
100 CENTURY PARK DRIVE
MONROE, LOUISIANA 71203
(318) 388-9000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy to:
MARGARET F. MURPHY
JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
201 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70170-5100
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================
Title of securities | Amount | Proposed maximum | Proposed maximum | Amount of
to be registered | to be | offering price | aggregate | registration
| registered(1) | per share | offering price | fee
- -------------------------------------------------------------------------------------------------------
<S> |<C> |<C> |<C> |<C>
Common Stock, | 4,000,000 Shares| $25.375(2) | $101,500,000.00(2) | $26,796.00(2)
$1 par value per share | | | |
| | | |
Preference Share Purchase | 4,000,000 Rights| --.---(3) | --.--(3) | --.--(3)
Rights | | | |
=======================================================================================================
</TABLE>
(1)Upon a stock split, stock dividend or similar transaction in the future and
during the effectiveness of this Registration Statement involving Common
Stock of the Company, the number of shares registered shall be automatically
increased to cover the additional shares in accordance with Rule 416(a)
under the Securities Act of 1933.
(2)Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, based on the
average of the high and low price per share of the Common Stock on the
Composite Tape for New York Stock Exchange-Listed Stocks on May 10, 2000.
(3)Preference Share Purchase Rights are attached to and trade with the Common
Stock of the Company. The value attributable to such Rights, if any, is
reflected in the market price of such Common Stock. Because no separate
consideration is paid for such Rights, the registration fee for such
securities is included in the fee for such Common Stock.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by CenturyTel, Inc.
(the "Company") with the Securities and Exchange Commission (the
"Commission"), are incorporated herein by reference:
(a) The Annual Report on Form 10-K of the Company for the fiscal year
ended December 31, 1999 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act");
(b) The Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended March 31, 2000 filed pursuant to Section 13 of the Exchange
Act;
(c) The Current Report on Form 8-K of the Company dated January 27,
2000 and filed on March 7, 2000 pursuant to Section 13 of the Exchange Act;
(d) The Current Report on Form 8-K of the Company dated April 27,
2000 and filed on April 28, 2000 pursuant to Section 13 of the Exchange
Act;
(e) The description of the Common Stock of the Company included in
Amendment No. 2 on Form 8-A/A to the Registration Statement on Form 8-A of
the Company filed on November 19, 1999 under the Exchange Act relating to
the Common Stock of the Company; and
(f) The description of the Preference Share Purchase Rights of the
Company included in Amendment No. 1 on Form 8-A/A to the Registration
Statement on Form 8-A of the Company filed on November 19, 1999 under the
Exchange Act relating to the Preference Share Purchase Rights of the
Company.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment hereto that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold shall,
except to the extent otherwise provided by Regulation S-K or any other rule
promulgated by the Commission, be deemed to be incorporated by reference in
this Registration Statement and to be part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 83 of the Louisiana Business Corporation Law provides in part
that we may indemnify any of our directors, officers, employees or agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection
with any action, suit or proceeding to which he is or was a party or is
threatened to be made a party (including any action by or in our right) if
such action arises out of his acts on our behalf and he acted in good faith
not opposed to our best interests, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
We have the power to obtain and maintain insurance, or to create a form of
self-insurance, on behalf of any person who is or was acting for us,
regardless of whether we have the legal authority to indemnify the insured
person against such liability.
Article II, Section 10 of our by-laws (the "Indemnification By-law")
provides for mandatory indemnification for our current or former directors
and officers to the fullest extent permitted by Louisiana law.
Our Articles of Incorporation authorize us to enter into contracts
with directors and officers providing for indemnification to the fullest
extent permitted by law. We have entered into indemnification contracts
providing contracting directors or officers the procedural and substantive
rights to indemnification currently set forth in the Indemnification By-law
("indemnification contracts"). The right to indemnification provided by an
indemnification contract applies to all covered claims, whether such claims
arose before or after the effective date of the contract.
We maintain an insurance policy covering the liability of our
directors and officers for actions taken in their official capacity. The
indemnification contracts provide that, to the extent insurance is
reasonably available, we will maintain comparable insurance coverage for
each contracting party as long as he serves as an officer or director and
thereafter for so long as he is subject to possible personal liability for
actions taken in such capacities. The indemnification contracts also
provide that if we do not maintain comparable insurance, we will hold
harmless and indemnify a contracting party to the full extent of the
coverage that would otherwise have been provided for his benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
5 Opinion of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P.
23.1 Consent of KPMG LLP.
23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre, L.L.P. (included in Exhibit 5).
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 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.
(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) 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.
(c) 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 proceedings)
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
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<PAGE>
precedent, submit to a court of appropriate jurisdiction the question of
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.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 Monroe, State of
Louisiana, on May 11, 2000.
CENTURYTEL, INC.
By: /s/ Glen F. Post, III
-------------------------------------
Glen F. Post, III
Vice Chairman of the Board,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature
appears below constitutes and appoints Clarke M. Williams, Glen F. Post,
III, and Harvey P. Perry, or any one of them, his true and lawful attorney-
in-fact and agent, with full power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Clarke M. Williams
- ------------------------- Director and Chairman of the Board May 11, 2000
Clarke M. Williams
/s/ Glen F. Post, III
- ------------------------- Director, Vice Chairman of the Board, May 11, 2000
Glen F. Post, III President and Chief Executive Officer
(Principal Executive Officer)
/s/ R. Stewart Ewing, Jr.
- ------------------------- Executive Vice President May 11, 2000
R. Stewart Ewing, Jr. and Chief Financial Officer
(Principal Financial Officer)
/s/ Neil A. Sweasy
- ------------------------- Vice President and Controller May 11, 2000
Neil A. Sweasy (Principal Accounting Officer)
S-1
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/s/ Harvey P. Perry
- ------------------------- Director, Executive Vice President, May 11, 2000
Harvey P. Perry Chief Administrative Officer,
General Counsel and Secretary
/s/ W. Bruce Hanks
- ------------------------- Director and May 11, 2000
W. Bruce Hanks Vice President -- Strategic Issues
/s/ William R. Boles, Jr.
- ------------------------- Director May 11, 2000
William R. Boles, Jr.
/s/ Virginia Boulet
- ------------------------- Director May 11, 2000
Virginia Boulet
/s/ Ernest Butler, Jr.
- ------------------------- Director May 11, 2000
Ernest Butler, Jr.
- ------------------------- Director May __, 2000
Calvin Czeschin
/s/ James B. Gardner
- ------------------------- Director May 11, 2000
James B. Gardner
/s/ R. L. Hargrove, Jr.
- ------------------------- Director May 11, 2000
R. L. Hargrove, Jr.
/s/ Johnny Hebert
- ------------------------- Director May 11, 2000
Johnny Hebert
/s/ F. Earl Hogan
- ------------------------- Director May 11, 2000
F. Earl Hogan
S-2
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/s/ C. G. Melville, Jr.
- ------------------------- Director May 11, 2000
C. G. Melville, Jr.
/s/ Jim D. Reppond
- ------------------------- Director May 11, 2000
Jim D. Reppond
S-3
JONES WALKER
WAECHTER POITEVENT
CARRERE & DENEGRE L.L.P.
May 16, 2000
CenturyTel, Inc.
100 Century Park Drive
Monroe, Louisiana 71203
Gentlemen:
We have acted as counsel for CenturyTel, Inc., a Louisiana corporation
(the "Company"), in connection with the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") to be filed by the
Company with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to the offering by the Company of
4,000,000 shares (the "Shares") of the common stock, $1 par value per
share, of the Company pursuant to the terms of the CenturyTel, Inc. 2000
Incentive Compensation Plan (the "Plan").
Based upon the foregoing and upon our examination of such matters as
we deem necessary to furnish this opinion, we are of the opinion that the
Shares have been duly authorized and, when issued for at least par value
upon the terms described in the Plan and the Registration Statement, will
be validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
JONES, WALKER, WAECHTER,
POITEVENT, CARRERE & DENEGRE, L.L.P.
By: /s/ Margaret F. Murphy
----------------------------------
Margaret F. Murphy, Partner
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CenturyTel, Inc.:
We consent to the incorporation by reference into the Registration
Statement on Form S-8 of CenturyTel, Inc. relating to the issuance of up to
4,000,000 shares of common stock pursuant to the CenturyTel, Inc. 2000
Incentive Compensation Plan of our report dated January 26, 2000, relating
to the consolidated balance sheets of CenturyTel, Inc. and subsidiaries as
of December 31, 1999 and 1998 and the related consolidated statements of
income, comprehensive income, stockholders' equity, and cash flows and
related financial statement schedules for each of the years in the three-
year period ended December 31, 1999, which report appears in the 1999
Annual Report on Form 10-K of CenturyTel, Inc.
/s/ KPMG LLP
Shreveport, Louisiana
May 12, 2000
