-----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, Fg3erQk69xs/mujHVPUPcx1yRB+FVvFENIs6RHp7tctvQk6MmN6V7lbQdN7KM/oa hu9B8/nYYfGs1nB8C2u6lw== /in/edgar/work/20000623/0000899733-00-500006/0000899733-00-500006.txt : 20000920 0000899733-00-500006.hdr.sgml : 20000920 ACCESSION NUMBER: 0000899733-00-500006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000623 EFFECTIVENESS DATE: 20000623 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QWEST COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0001037949 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 841339282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40050 FILM NUMBER: 660182 BUSINESS ADDRESS: STREET 1: 700 QWEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 MAIL ADDRESS: STREET 1: 700 QWEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 S-8 1 0001.txt EIP S-8 As filed with the Securities and Exchange Commission on June 23, 2000 Registration No. 333- --------------------------------- OMB APPROVAL --------------------------------- OMB Number:...........3235-0066 Expires:..................May 31, 2001 Estimated average burden hours per response........................46 --------------------------------- UNITED STATES 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 jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 700 Qwest Tower 555 Seventeenth Street Denver, Colorado (303) 992-1400 80202 (Address of Principal Executive Offices) (Zip Code) QWEST COMMUNICATIONS INTERNATIONAL INC. EQUITY INCENTIVE PLAN (Full title of the plan) Robert S. Woodruff Copy To: Executive Vice President - Finance, Thomas A. Richardson, Esq. Chief Financial Officer, and Treasurer Holme Roberts & Owen LLP Qwest Communications International Inc. 1700 Lincoln Street, Suite 4100 700 Qwest Tower Denver, Colorado 80203 555 Seventeenth Street (303) 861-7000 Denver, Colorado 80202 (303) 992-1400 (Name, Address And Telephone Number of Agent For Service) CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM AMOUNT MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED REGISTERED PER SHARE PRICE FEE - -------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share 30,000,000 shares (1) (1) (1) - -------------
(1) The Company previously filed a Registration Statement on Form S-4 on June 21, 1999 (Registration No. 333-81149) that covered 1,110,224,198 shares of the Company's common stock. At least 30,000,000 of the registered shares will not be issued pursuant to the Form S-4 ("the Unissued Shares"). The Company paid fees totaling $392,212.96 to register the Unissued Shares. Pursuant to General Instruction E to Form S-8 and to Rule 429(b), the Unissued Shares are being carried forward from such earlier Registration Statement and, accordingly, the Company has offset the registration fee to be paid herewith by a portion of the fee that was paid by the Company on June 21, 1999. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This abbreviated Registration Statement on Form S-8 is filed by Qwest Communications International Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to General Instruction E to Form S-8. The Company hereby registers the issuance of an additional 30,000,000 shares of common stock, $.01 par value per share, of the Company (the "Common Stock") which may be issued pursuant to the Qwest Communications International Inc. Equity Incentive Plan (the "Plan"). A Registration Statement on Form S-8, filed on June 26, 1997 (Registration No. 333-30123), and an abbreviated Registration Statement on Form S-8, filed on August 18, 1998 (Registration No. 333-61725), are effective regarding the issuance of Common Stock pursuant to the Plan. The contents of such Registration Statements are hereby incorporated by reference into this Registration Statement. The Company previously filed a Registration Statement on Form S-4 on June 21, 1999 (Registration No. 333-81149) that covered 1,110,224,198 shares of the Company's common stock. At least 30,000,000 of the registered shares will not be issued pursuant to the Form S-4 ("the Unissued Shares"). The Company paid fees totaling $392,212.96 to register the Unissued Shares. Pursuant to General Instruction E to Form S-8 and to Rule 429(b), the Unissued Shares are being carried forward from such earlier Registration Statement and, accordingly, the Company has offset the registration fee to be paid herewith by a portion of the fee that was paid by the Company on June 21, 1999. Item 3. Incorporation of Documents by Reference The following documents filed by the Company with the Commission are hereby incorporated by reference into this Registration Statement: (a) The Company's annual report on Form 10-K for the year ended December 31, 1999, filed with the Commission on March 17, 2000; (b) The Company's quarterly report on Form 10-Q filed with Commission on May 12, 2000; (c) The Company's current reports on Form 8-K filed with the Commission on February 2, 2000, February 17, 2000, and April 19, 2000; and (d) The description of Common Stock of the Company contained in the Company's registration statement on Form 8-A filed with the Commission on December 27, 1999. 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, 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, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents. Item 8. Exhibits. 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of KPMG LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on June 23, 2000. Qwest Communications International Inc. By: /s/ Robert S. Woodruff ------------------------------------- Robert S. Woodruff Executive Vice President - Finance, Chief Financial Officer, and Treasurer 4 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE * Chairman of the Board, Director June 23, 2000 - ------------------------------------ Philip F. Anschutz * Director, Chairman, Chief Executive June 23, 2000 - ------------------------------------ Officer Joseph P. Nacchio * Director June 23, 2000 - ------------------------------------ Jordan L. Haines * Director June 23, 2000 - ------------------------------------ Cannon Y. Harvey * Director June 23, 2000 - ------------------------------------ Douglas M. Karp * Director June 23, 2000 - ------------------------------------ Douglas L. Polson * Director June 23, 2000 - ------------------------------------ Craig D. Slater * Director June 23, 2000 - ------------------------------------ W. Thomas Stephens /s/ Robert S. Woodruff Director, Executive Vice June 23, 2000 - ------------------------------------ President-Finance, Chief Financial Robert S. Woodruff Officer, Treasurer (Principal Accounting Officer)
* By: /s/ Robert S. Woodruff ------------------------------------ Robert S. Woodruff Attorney-in-fact. The persons so indicated authorized Robert S. Woodruff to execute this abbreviated Form S-8 on his behalf and in the capacity indicated. Such authorization is in the Power of Attorney on the signature page of the abbreviated Form S-8 filed by the Company on August 18, 1998, incorporated by reference into this abbreviated Form S-8 above. 5 EXHIBIT INDEX Exhibit Number Description 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of KPMG LLP 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1 6 EX-5.1 2 0002.txt HRO OPINION Exhibit 5.1 June 23, 2000 Qwest Communications International Inc. 700 Qwest Tower 555 Seventeenth Street Denver, Colorado 80202 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the "Commission") on June 23, 2000 (the "Registration Statement") by Qwest Communications International Inc., a Delaware corporation (the "Company"), for the purpose of registering under the Securities Act of 1933, as amended (the "Act"), 30,000,000 shares of its common stock, $.01 par value (the "Common Stock"). As special counsel for the Company, we have examined such documents and reviewed such questions of law as we have considered necessary or appropriate for the purpose of this opinion. Based on the foregoing, we are of the opinion that the shares of Common Stock, when sold and delivered by the Company pursuant to the Qwest Communications International Inc. Equity Incentive Plan described in the Registration Statement, will be legally issued, fully paid and non-assessable. We consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission. We do not express an opinion on any matters other than those expressly set forth in this letter. Very truly yours, HOLME ROBERTS & OWEN LLP By: /s/ Thomas A. Richardson Thomas A. Richardson EX-23.1 3 0003.txt KPMG CONSENT Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Qwest Communications International Inc.: We consent to the incorporation by reference in the Registration Statement on Form S-8 of Qwest Communications International Inc. to be filed on or about June 22, 2000, of our report dated February 2, 1999, relating to the consolidated balance sheet of Qwest Communications International Inc. and subsidiaries as of December 31, 1998, and the related consolidated statements of operations, stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 1998, which report appears in the December 31, 1999 annual report on Form 10-K of Qwest Communications International Inc. KPMG LLP Denver, Colorado June 22, 2000 EX-23.2 4 0004.txt AA CONSENT Exhibit 23.2 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 January 31, 2000 relating to the consolidated balance sheet of Qwest Communications International Inc. and subsidiaries as of December 31, 1999 and the related consolidated statements of operations, stockholders' equity and cash flows for the year then ended, included in or incorporated by reference in Qwest Communications International Inc.'s Form 10-K for the year ended December 31, 1999, and to all references to our Firm included in this Registration Statement on Form S-8. Arthur Andersen LLP Denver, Colorado June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----