-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Iqe1iur8lsGCnpMWuVAMbClLP/us1K5LJQ4EIt035pHKmqvIYrZgODn3Gcwfpw1V hmD8p40gLZxGknhjFWh14Q== 0000899733-97-000032.txt : 19970630 0000899733-97-000032.hdr.sgml : 19970630 ACCESSION NUMBER: 0000899733-97-000032 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970626 EFFECTIVENESS DATE: 19970626 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30123 FILM NUMBER: 97630789 BUSINESS ADDRESS: STREET 1: 555 17TH ST STE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 S-8 1 As filed with the Securities and Exchange Commission on June 26, 1997 Registration No. 333-_____ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 _________________________ QWEST COMMUNICATIONS INTERNATIONAL INC. (Exact name of registrant as specified in its charter) _________________________ DELAWARE 84-1339282 (STATE OR OTHER (I.R.S. EMPLOYER JURISDICTION OF IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) 555 SEVENTEENTH STREET, SUITE 1000 DENVER, COLORADO 80202 (303) 291-1400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) QWEST COMMUNICATIONS INTERNATIONAL INC. EQUITY INCENTIVE PLAN (Full title of plan) __________________ ROBERT S. WOODRUFF EXECUTIVE VICE PRESIDENT--FINANCE QWEST COMMUNICATIONS INTERNATIONAL INC. 555 SEVENTEENTH STREET, SUITE 1000 DENVER, COLORADO 80202 (303) 291-1400 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT) COPY TO: MARTHA D. REHM, ESQ., HOLME ROBERTS & OWEN LLP 1700 LINCOLN STREET, SUITE 4100 DENVER, COLORADO 80203 (303) 861-7000 _________________________ CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------
PROPOSED PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT MAXIMUM AGGREGATE AMOUNT OF SECURITIES TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER UNIT(1) PRICE(1) FEE - ------------------------------------------------------------------------------- Common Stock, par value $.01 per share... 10 million shares $25.73 $257,320,000 $77,976
_____________ (1) Calculated pursuant to Rule 457(h). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed or to be filed by Qwest Communications International Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are hereby incorporated or deemed to be incorporated in this Registration Statement by reference: (a) The Company's Prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on June 23, 1997. (b) All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the offering of Common Stock. All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post- effective amendment to this Registration Statement indicating that all securities offered under the Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing such documents. 4. DESCRIPTION OF SECURITIES. The information required by Item 202 of Regulation S-K is incorporated by reference to the Company's Prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on June 23, 1997. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such officer or director acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such officer's or director's conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation in the performance of his duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify such officer or director against the expenses which such officer or director actually and reasonably incurred. In accordance with Section 102(b)(7) of the DGCL, the Company's Certificate of Incorporation provides that directors shall not be personally liable for monetary damages for breaches of their fiduciary duty as directors except for (i) breaches of their duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or knowing violations of law, (iii) certain transactions under Section 174 of the DGCL (unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) transactions from which a director derives an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence. The Certificate of Incorporation and the By-laws of the Company provide for indemnification of the Company's officers and directors to the fullest extent permitted by applicable law, except that the By-laws provide that the Company is required to indemnify an officer or director in connection with a proceeding initiated by such person only if the proceeding was authorized by the Board of Directors of the Company. In addition, the Company maintains insurance policies which provide coverage for its officers and directors in certain situations where the Company cannot directly indemnify such officers or directors. Pursuant to Section 145 of the DGCL and the Certificate of Incorporation and the By-laws of the Company, the Company maintains directors' and officers' liability insurance coverage. 8. EXHIBITS. 3.1 Amended and Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1, File No. 333-25391. 3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1, File No. 333-25391. 5.1 Opinion and Consent of Holme Roberts & Owen LLP. 10.1 Qwest Communications International Inc. Employee Equity Incentive Plan. Incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-1, File No. 333-25391. 23.1 Consent of Counsel. See Exhibit 5.1. 23.2 Consent of KPMG Peat Marwick LLP. 24.1 Power of Attorney. See the signature page hereof. 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; and (3) to remove from registration by means of a post-effective amendment any of the securities 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 Company's annual report pursuant to Section 13(a) or 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 Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado on June 25, 1997. Qwest Communications International Inc. By: /s/ Robert S. Woodruff Executive Vice President - Finance We, the undersigned officers and directors of Qwest Communications International Inc. hereby severally constitute and appoint Joseph P. Nacchio, Robert S. Woodruff and Richard L. Smith, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all pre-effective and post- effective amendments to this Registration Statement and any abbreviated Registration Statement in connection with this Registration Statement pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE(S) DATE /s/ Chairman of the Board June 25, 1997 Philip F. Anschutz Director, President and June 25, 1997 /s/ Chief Executive Officer Joseph P. Nacchio (Principal Executive Officer) Director and Executive June 25, 1997 Vice President-Finance and Chief Financial Officer /s/ and Treasurer (Principal Robert S. Woodruff Financial Officer) Vice President and June 25, 1997 /s/ Controller(Principal Richard L. Smith Accounting Officer) /s/ Director June 25, 1997 Cannon Y. Harvey /s/ Director June 25, 1997 Richard T. Liebhaber /s/ Director June 25, 1997 Douglas L. Polson /s/ Director June 25, 1997 Craig D. Slater EXHIBIT INDEX 3.1 Amended and Restated Certificate of Incorporation of the Company. Incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1, File No. 333-25391. 3.2 Bylaws of the Company. Incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1, File No. 333-25391. 5.1 Opinion and Consent of Holme Roberts & Owen LLP. 10.1 Qwest Communications International Inc. Employee Equity Incentive Plan. Incorporated by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-1, File No. 333-25391. 23.1 Consent of Counsel. See Exhibit 5.1 23.2 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney. See the signature page hereof. EX-5.1 2 OPINION OF HOLME ROBERTS & OWEN LLP EXH. 5.1 OPINION AND CONSENT OF HRO [LETTERHEAD OF HOLME ROBERTS & OWEN LLP APPEARS HERE] Qwest Communications International Inc. 555 Seventeenth Street, Suite 1000 Denver, Colorado 80202 Re: Sale of Shares of Common Stock Pursuant to Registration Statement on Form S-8 Gentlemen: We have acted as counsel to Qwest Communications International Inc. (the "Company") in connection with the registration by the Company of 10,000,000 shares of common stock, $.01 par value per share (the "Shares"), described in the Registration Statement on Form S-8 of the Company, being filed with the Securities and Exchange Commission concurrently herewith. In such connection we have examined certain corporate records and proceedings of the Company including actions taken by the Company's Board of Directors in respect of the authorization and issuance of the Shares, and such other matters as we deemed appropriate. Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold as contemplated by the Registration Statement and in accordance with the employee benefit plans covered thereby, will be legally issued, fully paid and non- assessable shares of capital stock of the Company. We hereby consent to be named in the Registration Statement and in the Prospectus constituting a part thereof, as amended from time to time, as the attorneys who will pass upon legal matters in connection with the issuance of the Shares, and to the filing of this Opinion as an Exhibit to the aforesaid Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules of the Securities and Exchange Commission. Very truly yours, HOLME ROBERTS & OWEN LLP EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS _______________________________________ To the Board of Directors and Stockholders Qwest Communications International Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of our report dated February 19, 1997, except as to note 1, paragraph (i) and note 18, which are as of May 23, 1997, relating to the consolidated balance sheets of Qwest Communications International Inc. and subsidiaries as of December 31, 1996 and 1995, and the related consolidated statements of operations, stockholder's equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the Registration Statement on Form S-1 (No. 333-25391) of Qwest Communications International Inc. KPMG Peat Marwick LLP Denver, Colorado June 25, 1997 -----END PRIVACY-ENHANCED MESSAGE-----