UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 1998
LEVEL 3 COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-15658 47-0210602
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3555 Farnam Street, Omaha, Nebraska 68131
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(402) 536-3677
ITEM 9. Sales of Equity Securities Pursuant to Regulation S.
On September 30, 1998, Level 3 Communications, Inc., a Delaware corporation
("Level 3"), issued an aggregate of 511,719 shares of common stock, par
value $.01 per share (the "Common Stock") as the consideration for Level 3's
acquisition of all of the outstanding capital stock of GeoNet Communications,
Inc., an Internet Service Provider (ISP) headquartered in northern
California. The price used to determine the number of shares to be issued
in the transaction, which was based upon an average of the closing sale
price of the Common Stock on The Nasdaq National Market for a ten day period
commencing on the 12th day prior to the closing date, was $32.8375. Of
these 511,719 shares of Common Stock, 13,935 shares of Common Stock were
issued by Level 3 pursuant to the exemption from registration under the
Securities Act of 1933, as amended (the "Securities Act") contained in
Regulation S promulgated by the Securities and Exchange Commission (the
"SEC") under the Securities Act. In relying on the foregoing exemption,
Level 3 considered, among other matters, representations from the former
shareholder of GeoNet receiving shares pursuant to Regulation S, that he
was not a resident of the United States nor was he otherwise a "United
States person", as defined under applicable provision of Regulation S.
Level 3 also imposed the relevant offering restrictions required by the
provisions of Regulation S and received the agreement of the shareholder
to refrain from transferring such shares other than as permitted by
Regulation S. The balance of the shares of Common Stock issued as the
consideration for the acquisition of GeoNet were issued pursuant to
an exemption from registration provided under Section 4(2) of the Securities
Act.
ITEM 7. Financial Statements and Exhibits
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: October 5, 1998 Level 3 Communications, Inc.
/s/ Neil J. Eckstein
By: Neil J. Eckstein
Title: Vice President
