As filed with the Securities and Exchange Commission on August 4, 2023
Registration No. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lumen Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Louisiana | 72-0651161 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 100 CenturyLink Drive Monroe, Louisiana |
71203 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Second Amended and Restated Lumen Technologies, Inc. 2018 Equity Incentive Plan
(formerly the Amended and Restated CenturyLink, Inc. 2018 Equity Incentive Plan)
(Full title of the plan)
Stacey W. Goff
Executive Vice President, General Counsel and Secretary
Lumen Technologies, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203
(Name and address of agent for service)
(318) 388-9000
(Telephone number, including area code, of agent for service)
Copy to:
Kelly C. Simoneaux
Jones Walker LLP
201 St. Charles Avenue, Suite 5100
New Orleans, Louisiana 70170-5100
(504) 582-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Lumen Technologies, Inc. (the “Registrant”) to register an additional 2,000,000 shares of its common stock, $1.00 par value per share (“Common Stock”), issuable to eligible participants under the Second Amended and Restated Lumen Technologies, Inc. 2018 Equity Incentive Plan (formerly the Amended and Restated CenturyLink, Inc. 2018 Equity Incentive Plan), which are securities of the same class and relate to the same employee benefit plan as those shares of Common Stock registered on the Registrant’s registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on May 23, 2018 (Registration No. 333-225154) and August 12, 2020 (Registration No. 333-245036), each of which is hereby incorporated by reference, except to the extent modified by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on August 4, 2023.
| LUMEN TECHNOLOGIES, INC. | ||
| By: | /s/ Stacey W. Goff | |
| Stacey W. Goff | ||
| Executive Vice President, General Counsel and Secretary | ||
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Kate Johnson, Christopher Stansbury and Stacey W. Goff or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her 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 Commission, granting unto such 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 such attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Kate Johnson |
President, Chief Executive Officer and Director | August 4, 2023 | ||
| Kate Johnson | (Principal Executive Officer) | |||
| /s/ Christopher Stansbury |
Executive Vice President, Chief Financial Officer | August 4, 2023 | ||
| Christopher Stansbury | (Principal Financial Officer) | |||
| /s/ Andrea Genschaw |
Senior Vice President, Controller | August 4, 2023 | ||
| Andrea Genschaw | (Principal Accounting Officer) | |||
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| /s/ Quincy L. Allen |
Director | August 4, 2023 | ||
| Quincy L. Allen | ||||
| /s/ Martha Helena Bejar |
Director | August 4, 2023 | ||
| Martha Helena Bejar | ||||
| /s/ Peter C. Brown |
Director | August 4, 2023 | ||
| Peter C. Brown | ||||
| /s/ Kevin P. Chilton |
Director | August 4, 2023 | ||
| Kevin P. Chilton | ||||
| /s/ Steven T. “Terry” Clontz |
Director | August 4, 2023 | ||
| Steven T. “Terry” Clontz | ||||
| /s/ T. Michael Glenn |
Director | August 4, 2023 | ||
| T. Michael Glenn | ||||
| /s/ Hal Stanley Jones |
Director | August 4, 2023 | ||
| Hal Stanley Jones | ||||
| /s/ Michael Roberts |
Director | August 4, 2023 | ||
| Michael Roberts | ||||
| /s/ Laurie Siegel |
Director | August 4, 2023 | ||
| Laurie Siegel | ||||
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