FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LEVEL 3 COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware 47-0210602
(State of incorporation) (I.R.S. Employer
Identification No.)
3555 Farnam Street
Omaha, Nebraska 68131
(Address of principal (Zip code)
executive offices)
LEVEL 3 COMMUNICATIONS, INC./GEONET
STOCK PLAN
(Full title of the plan)
Thomas C. Stortz, Esq.
Level 3 Communications, Inc.
3555 Farnam Street
Omaha, Nebraska 68131
(402) 536-3613
(Name, address and telephone number
of agent for service)
<TABLE>
Calculation of Registration Fee
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered1 Share2 Price3 Registration Fee
- ------------------------ -------------- ------------------- ------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share ("Common
Stock") 85,783 $0.897 to $34.686 $141,775.76 $39.41
<FN>
1 Represents the shares of Common Stock issuable pursuant to the Level 3
Communications, Inc./GeoNet Stock Plan (the "Plan"), to holders of options
to acquire common stock of GeoNet Communications, Inc., which was acquired
by the Company on September 30, 1998. Each share of Common Stock includes a
right to purchase certain shares of Preferred Stock which, prior to the
occurrence of certain events, will not be exercisable or evidenced
separately from the Common Stock.
2 Calculated pursuant to Rule 457(h) under the Act.
3 Calculated pursuant to Rule 457(h) under the Act.
</FN>
</TABLE>
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.
The information furnished to participants is not required to be filed with
this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange Commission
by the Company are incorporated by reference in this registration statement:
(a) The Company's annual report on Form 10-K for the fiscal year ended
December 27, 1997, as amended by Form 10-K/A amendments filed April 23, 1998 and
April 27, 1998.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 28, 1997.
(c) Registration Statements on Forms 8-A/A filed March 31, 1998 and June
10, 1998.
All documents filed hereafter by the Company pursuant to Sections 13(a), 13(c),
14 or 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, will 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.
Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its officers and directors to the extent provided in that statute.
The Company's Certificate of Incorporation and By-laws contain provisions
intended to indemnify officers and directors against liability to the fullest
extent permitted by applicable law. The Delaware General Corporation Law
empowers the Company to maintain insurance on behalf of officers and directors
against liabilities incurred while acting in such capacities. The Company
maintains such insurance.
Item 7. Exemption from Registration Claimed
Inapplicable.
Item 8. Exhibits
Exhibits filed as a part of this Registration Statement are listed below.
Exhibits incorporated by reference are indicated in parentheses.
Exhibit
No. Description
4.1 Restated Certificate of Incorporation (Exhibit 3.1 to the Company's Report
on Form 8-A dated March 31, 1998).
4.2 By-laws (Exhibit 3.4 to the Report on Form 8-A dated March 31, 1998).
5 Opinion of Neil J. Eckstein, with respect to legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (set forth in signature page to this Registration
Statement).
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 the Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(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;
and
(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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering.
(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
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.
<PAGE>
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Thomas Stortz, Matthew J. Johnson and Neil J.
Eckstein, and each of them, their true and lawful attorneys-in-fact for the
undersigned, in any and all capacities, each with full power of substitution, to
sign any and all amendments to this Registration Statement (including
post-effective amendments), and to file the same with exhibits thereto and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact, or
any of them, may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies 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 Omaha, State of Nebraska on the 4th day of December,
1998.
LEVEL 3 COMMUNICATIONS, INC.
By: /s/ James Q. Crowe
James Q. Crowe
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated as of the 4th day of December, 1998.
/s/ James Q. Crowe President and Director
James Q. Crowe (Principal Executive Officer)
/s/ R. Douglas Bradbury Executive Vice President
R. Douglas Bradbury and Director
(Principal Financial Officer)
/s/ Eric J. Mortensen Controller
Eric J. Mortensen (Principal Accounting Officer)
/s/ Walter Scott, Jr. Chairman of the Board
Walter Scott, Jr.
/s/ William L. Grewcock
William L. Grewcock, Director Charles M. Harper, Director
/s/ Richard R. Jaros /s/ Robert E. Julian
Richard R. Jaros, Director Robert E. Julian, Director
/s/ David C. McCourt
David C. McCourt, Director Kenneth E. Stinson, Director
/s/ Michael B. Yanney
Michael B. Yanney, Director
<PAGE>
LEVEL 3 COMMUNICATIONS, INC.
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
4.1 Restated Certificate of Incorporation (Exhibit 3.1 to the Company's Report
on Form 8-A dated March 31, 1998).
4.2 By-laws (Exhibit 3.4 to the Report on Form 8-A dated March 31, 1998).
5 Opinion of Neil J. Eckstein, with respect to legality of securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Counsel (included in Exhibit 5).
24 Power of Attorney (set forth in signature page to this Registration
Statement).
Exhibit 5
LEVEL 3 COMMUNICATIONS, INC.
1450 Infinite Drive
Louisville, Colorado 80301
(303) 926-3038
Fax: (303) 926-3467
December 3, 1998
Level 3 Communications, Inc.
3555 Farnam Street
Omaha, Nebraska 68131
Gentlemen:
I have acted as counsel to Level 3 Communications, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale by the Company of up to 85,783 shares of its Common Stock,
par value $.01 per share ("Common Stock"), pursuant to the Level 3
Communications, Inc./GeoNet Stock Plan of the Company.
In reaching the conclusions set forth below, I have examined such
certificates of public officials and corporate documents and records and have
made such other investigations, as I have considered necessary. As to various
matters of fact, I have relied on responses to inquiries made of officers and
employees of the Company or its subsidiaries.
Based on the foregoing, I am of the opinion that the Common Stock, when
issued, will be duly authorized, validly issued, fully paid and nonassessable.
I am admitted to practice solely in the State of New York. The opinions
set forth above are limited to the General Corporation Law of the State of
Delaware, and I express no opinion with respect to the laws of any other
jurisdiction.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Neil J. Eckstein
Vice President, Assistant General Counsel
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Level 3 Communications, Inc. on Form S-8 of our reports dated March 30, 1998, on
our audits of the consolidated financial statements of Level 3 Communications,
Inc., formerly Peter Kiewit Sons', Inc., the financial statements and financial
statement schedule of Kiewit Construction & Mining Group, a business group of
Peter Kiewit Sons', Inc., and the financial statements of Diversified Group, a
business group of Peter Kiewit Sons', Inc. as of December 27, 1997 and December
28, 1996 and for each of the three years in the period ended December 27, 1997
which reports are included in the 1997 Annual Report on Form 10-KA of Level 3
Communications, Inc., formerly Peter Kiewit Sons', Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Omaha, Nebraska
December 4, 1998
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Level 3 Communications, Inc. on Form S-8 of our report dated March 13, 1998,
except Note 2 as to which the date is May 20, 1998, on our audits of the
consolidated financial statements and financial statement schedules of RCN
Corporation and Subsidiaries as of December 31, 1997 and 1996, and for the years
ended December 31, 1997, 1996 and 1995, which report is incorporated by
reference in the 1997 Annual Report on Form 10-KA of Level 3 Communications,
Inc., formerly Peter Kiewit Sons', Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
December 4, 1998
