-----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, IG1o0Q/r+DbRd5v2KTloq5S4yTHY7Hm1GNZ2oeRoQBB+4q824NWmdFvNSqxG/k/B XC3YnOKUNcvp08nTvbnOQg== 0000899733-98-000135.txt : 19980819 0000899733-98-000135.hdr.sgml : 19980819 ACCESSION NUMBER: 0000899733-98-000135 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980818 EFFECTIVENESS DATE: 19980818 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: 333-61725 FILM NUMBER: 98693580 BUSINESS ADDRESS: STREET 1: 1000 QUEST TOWER STREET 2: 555 SEVENTEENTH STREET CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3032911400 MAIL ADDRESS: STREET 1: 100 QUEST 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 EQUITY INCENTIVE PLAN S-8 As filed with the Securities and Exchange Commission on August 18, 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) 1000 QWEST TOWER 555 SEVENTEENTH STREET DENVER, COLORADO 80202 (303) 992-1400 (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) ------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE FOR THE REGISTRANT) ROBERT S. WOODRUFF COPY TO: EXECUTIVE VICE PRESIDENT--FINANCE THOMAS A. RICHARDSON, ESQ., QWEST COMMUNICATIONS INTERNATIONAL INC. HOLME ROBERTS & OWEN LLP 1000 QWEST TOWER 1700 LINCOLN STREET, SUITE 4100 555 SEVENTEENTH STREET DENVER, COLORADO 80203 DENVER, COLORADO 80202 (303) 861-7000 (303) 992-1400 ------------------------------- 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 15,000,000 $37.4375 $561,562,500 $165,661 shares - ------------- (1) Calculated pursuant to Rule 457(h). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement applies to additional shares of common stock, $.01 par value per share, of the Registrant relating to the Registrant's Equity Incentive Plan, for which a Registration Statement on Form S-8 (File No. 333-30123) is effective. The contents of such Registration Statement are hereby incorporated by reference. 8. EXHIBITS. 5.1 Legality Opinion of Holme Roberts & Owen LLP 23.1 Consent of KPMG Peat Marwick LLP 23.2 Consent of Holme Roberts & Owen LLP is included in Exhibit 5.1 24.1 Power of Attorney. See the signature page hereof. 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 August 17, 1998. Qwest Communications International Inc. By: /S/ Robert S. Woodruff 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 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 August 14, 1998 - ---------------------- Philip F. Anschutz Director /S/ H. Brian Thompson Vice Chairman of the Board August 14, 1998 - ---------------------- H. Brian Thompson Director /S/ Joseph P. Nacchio Director, President and Chief August 17, 1998 - --------------------- Joseph P. Nacchio Executive Officer /S/ Robert S. Woodruff Director, Executive Vice August 14, 1998 - ---------------------- Robert S. Woodruff President-Finance, Chief Financial Officer, Principal Accounting Officer and Treasurer /S/ Cannon Y. Harvey Director August 14, 1998 - -------------------- Cannon Y. Harvey /S/ Richard T. Liebhaber Director Richard T. Liebhaber August 13, 1998 /S/ Douglas G. Polson Director August 14, 1998 - --------------------- Douglas L. Polson /S/ Craig D. Slater Director August 14, 1998 - ------------------- Craig D. Slater /S/ Jordan L. Haines Director August 14, 1998 - -------------------- Jordan L. Haines /S/ W. Thomas Stephens Director August 14, 1998 - ---------------------- W. Thomas Stephens /S/ Roy A. Wilkins Roy A. Wilkins Director August 14, 1998 /S/ Douglas M. Karp Director August 14, 1998 - ------------------- Douglas M. Karp ________________________ Director August __, 1998 Vinod Khosla EX-5.1 2 OPINION OF HOLME ROBERTS & OWEN LLP Exhibit 5.1 August 17, 1998 Qwest Communications International Inc. 1000 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 August 17, 1998 (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"), 15,000,000 shares of its Common Stock, $.01 par value (the "Common Stock"). As 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 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS To 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 August 14, 1998, of our report dated February 24, 1998, except as to note 22 which is as of March 8, 1998, relating to the consolidated balance sheets of Qwest Communications International Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1997, and our report dated February 24, 1998 pertaining to the related financial statement schedule, which reports appears in the annual report on Form 10-K of Qwest Communications International Inc. KPMG Peat Marwick LLP Denver, Colorado August 14, 1998 -----END PRIVACY-ENHANCED MESSAGE-----