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.)
1450 Infinite Drive
Louisville, CO 80027
(Address of principal (Zip code)
executive offices)
LEVEL 3 COMMUNICATIONS, INC.
1995 STOCK PLAN
(Full title of the plan)
Thomas C. Stortz, Esq.
Level 3 Communications, Inc.
1450 Infinite Drive
Louisville, CO 80027
(303) 926-3037
(Name, address and telephone number
of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed
Maximum Proposed
Amount Offering Maximum Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered1 Share2 Price Fee3
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share ("Common Stock") 16,622,768 $0.12 to $84.75 $109,010,636 $30,304.96
<FN>
1 Represents the shares of Common Stock subject to issued but unexercised
incentive and non-qualified stock options pursuant to the Level 3
Communications, Inc. (the "Company") 1995 Stock Plan as of April 30, 1999.
</FN>
<FN>
2 Represents range of exercise prices of options being registered.
</FN>
<FN>
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
31, 1998.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934 since December 31, 1998.
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-3 filed December 14, 1998 (SEC File No.
333-68887).
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
The legality of the Common Stock has been passed upon for the Company by
Matthew J. Johnson, Vice President-Corporate Legal of the Company. Mr. Johnson
has been granted options to purchase Common Stock pursuant to the Plan.
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
<PAGE>
Inapplicable.
Item 8. Exhibits
Exhibits included as a part of this Registration Statement are listed
below.
Exhibit
Number Description
4.1 Restated Certificate of Incorporation (Incorporated by reference from
Exhibit 3.1 to the Company's Report on Form 8-A dated March 31, 1998).
4.3 By-laws (Incorporated by reference from Exhibit 3.4 to the Company's Report
on Form 8-A dated March 31, 1998).
4.4 Level 3 Communications, Inc. 1995 Class D Stock Plan, as amended April 1,
1998 (Incorporated by reference from Exhibit 4.4 to the Company's Form S-8
dated May 14, 1998).
5 Opinion of Matthew J. Johnson, Esq., with respect to legality of securities
being registered.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Arthur Andersen LLP.
23.4 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.
<PAGE>
(2) That, for the purpose of determining any liability under the 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 issue.
<PAGE>
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby
severally constitutes and appoints Thomas C. Stortz 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 28th day of May,
1999.
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 28th day of May, 1999.
/s/ James Q. Crowe President
James Q. Crowe (Director and Principal
Executive Officer)
/s/ R. Douglas Bradbury Executive Vice president
R. Douglas Bradbury (Director and Principal
Financial Officer)
/s/ Eric J. Mortensen Controller
Eric J. Mortensen (Principal Accounting Officer)
/s/ Walter Scott, Jr. Phillip B. Fletcher
Walter Scott, Jr., Chairman and Director Phillip B. Fletcher, Director
/s/ William L. Grewcock Richard R. Jaros
William L. Grewcock, Director Richard R. Jaros, Director
Robert E. Julian David C. McCourt
Robert E. Julian, Director David C. McCourt, Director
/s/ Kenneth E. Stinson /s/Michael B. Yanney
Kenneth E. Stinson, Director Michael B. Yanney, Director
<PAGE>
LEVEL 3 COMMUNICATIONS, INC.
INDEX TO EXHIBITS
Exhibit
No. Description of Exhibit
5 Legal opinion of Matthew J. Johnson, Esq.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Arthur Andersen LLP
<PAGE>
Exhibit 5
LEVEL 3 COMMUNICATIONS, INC.
3555 Farnam Street
Omaha, Nebraska 68131
(402) 536-3677
Fax: (402) 536-3645
May 28, 1999
Level 3 Communications, Inc.
1450 Infinite Drive
Louisville, CO 80027
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 16,622,768 shares of its Common
Stock, par value $.01 per share ("Common Stock"), pursuant to the 1995 Stock
Plan of the Company (as amended April 1, 1998).
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 Nebraska. 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/ Matthew J. Johnson
Vice President
Corporate Legal
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Level 3 Communications, Inc. on Form S-8 of our report dated March 30, 1998,
on our audits of the consolidated financial statements of Level 3
Communications, Inc. (formerly Peter Kiewit Sons', Inc.) as of December 27,1997
and for each of the two years in the period ended December 27, 1997 which report
is included in the 1998 Annual Report on Form 10-K of Level # Communications,
Inc.
PricewaterhouseCoopers LLP
Omaha, Nebraska
May 28, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
of Level 3 Communications, Inc. on Form S-8 of our report dated March 8,
1999,except for Note 20 as to which the date is March 18, 1999, on our audits of
the consolidated financial statements and financial statement schedules of RCN
Corporation and Subsidiaries as of December 31, 1998 and 1997, and for the years
ended December 31, 1998, 1997 and 1996, which report is incorporated by
reference in the 1998 Annual Report on Form 10-K of Level 3 Communications, Inc.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
May 28, 1999
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
March 29, 1999 on the consolidated financial statements of Level 3
Communications, Inc. as of December 31, 1998 and for the year then ended
included in Level 3 Communications, Inc.'s Form 10-K for the year ended December
31, 1998.
Arthur Andersen LLP
Denver, Colorado
May 28, 1999
