-----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, WGfkQ7wWmAmcc/7Eztr8Q5HmckdwmGCZC4Og/WKWMZZ9tluV719LZFtWU55wmNY6 uG3Fd1lqFYTwRtz4veeLNw== 0000899733-98-000048.txt : 19980306 0000899733-98-000048.hdr.sgml : 19980306 ACCESSION NUMBER: 0000899733-98-000048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980304 EFFECTIVENESS DATE: 19980304 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: SEC FILE NUMBER: 333-47349 FILM NUMBER: 98557696 BUSINESS ADDRESS: STREET 1: 555 17TH ST STE 1000 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 MAIL ADDRESS: STREET 1: 555 17TH STREET STE 100 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 S-8 1 401(K) S-8 As filed with the Securities and Exchange Commission on March 4, 1998 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. 401(k) PLAN (Full title of plan) ------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT) ROBERT S. WOODRUFF EXECUTIVE VICE PRESIDENT--FINANCE QWEST COMMUNICATIONS INTERNATIONAL INC. 555 SEVENTEENTH STREET, SUITE 1000 DENVER, COLORADO 80202 (303) 291-1400 COPY TO: THOMAS A. RICHARDSON, 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 (2) 2,000,000 shares $35.125 $70,250,000 $21,288
- ------------- (1) Calculated pursuant to Rule 457(h). (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Qwest Communications International Inc. 401(k) Plan. #372252 v4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by Qwest Communications International Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are hereby 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 January 13, 1998. (b) The Company's current report on Form 8-K filed on January 29, 1998. (c) The Company's current report on Form 8-K filed on January 12, 1998. (d) The Company's current report on Form 8-K/A filed on December 24, 1997. (e) The Company's quarterly report on Form 10-Q filed on November 14, 1997. (f) The Company's current report on Form 8-K filed on November 6, 1997. (g) The Company's quarterly report on Form 10-Q filed on August 14, 1997. (h) The description of Common Stock of the Company is incorporated by reference to the Company's registration statement filed with the Commission on Form S-4 filed under the Securities Act of 1993 on February 12, 1998. 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 in this Registration Statement and to be a part hereof from the date of filing such documents. 4. DESCRIPTION OF SECURITIES. Not applicable. 5. INTERESTS OF NAMED EXPERTS. Not applicable. 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 #372252 v4 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. 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 8. EXHIBITS. 23.1 Consent of KPMG Peat Marwick LLP. 24.1 Power of Attorney. See the signature page hereof. The undersigned registrant hereby undertakes that the registrant will submit the Qwest Communications International Inc. 401(k) Plan and any amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to qualify the Qwest Communications International Inc. 401(k) Plan. 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 (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. #372252 v4 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. #372252 v4 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 March 2, 1998. Qwest Communications International Inc. By: /s/ Robert S. Woodruff Robert S. Woodruff Executive Vice President - Finance #372252 v4 We, the undersigned officers and directors of Qwest Communications International Inc. hereby severally constitute and appoint Joseph P. Nacchio and Robert S. Woodruff, 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, 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, and all requirements of the Securities and Exchange Commission. 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 /s/ Philip F. Anschutz Chairman of the Board March 2, 1998 - ---------------------- Philip F. Anschutz /s/ Joseph P. Nacchio Director, President and Chief March 2, 1998 - --------------------- Joseph P. Nacchio Executive Officer /s/ Robert S. Woodruff Director, Executive Vice March 2, 1998 - ---------------------- Robert S. Woodruff President-Finance, Chief Financial Officer, Principal Accounting Officer and Treasurer /s/ Cannon Y. Harvey Director March 2, 1998 - -------------------- Cannon Y. Harvey Director March __, 1998 - -------------------- Richard T. Liebhaber Director March 2, 1998 /s/ Douglas L. Polson Douglas L. Polson Director March 2, 1998 /s/ Craig D. Slater Craig D. Slater Director March 2, 1998 /s/ Jordan L. Haines Jordan L. Haines Director March 2, 1998 /s/ W. Thomas Stephens W. Thomas Stephens Director March __, 1998 - ---------------------- Roy Wilkens
Pursuant to the requirements of the Securities Act of 1933, the administrator of the Qwest Communications Corporation 401(k) Plan has 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 March 2, 1998. Qwest Communications International Inc. 401(k) Plan By:/s/ Robert S. Woodruff Name: Robert S. Woodruff Title: Plan Administrator #372252 v4 EXHIBIT INDEX Exhibit Number Description 23.1 Consent of KPMG Peat Marwick LLP 24.1 Power of Attorney. See the signature page hereof. #372252 v4 EX-23.1 2 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS --------------------------------------- To the Board of Directors and Stockholders Qwest Communications International Inc.: We consent to the 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 the three-year period ended December 31, 1996, which report appears in the registration statement (No.333-42847) on Form S-4 of Qwest Communications International Inc. KPMG Peat Marwick LLP /s/ KPMG Peat Marwick LLP Denver, Colorado March 3, 1998 #372252 v4 -----END PRIVACY-ENHANCED MESSAGE-----