0001104659-11-018724.txt : 20110405 0001104659-11-018724.hdr.sgml : 20110405 20110405154201 ACCESSION NUMBER: 0001104659-11-018724 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110405 DATE AS OF CHANGE: 20110405 EFFECTIVENESS DATE: 20110405 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-50061 FILM NUMBER: 11739883 BUSINESS ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3039921400 MAIL ADDRESS: STREET 1: 1801 CALIFORNIA ST CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: QUEST COMMUNICATIONS INTERNATIONAL INC DATE OF NAME CHANGE: 19970416 S-8 POS 1 a11-9690_4s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on April 5, 2011

 

Registration No. 333-50061

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

 

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

 

(I.R.S. Employer Identification No.)

of incorporation or organization)

 

 

 

1801 California Street, Denver, Colorado

 

80202

(Address of Principal Executive Offices)

 

(Zip Code)

 

QWEST COMMUNICATIONS INTERNATIONAL INC.

EQUITY COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(Full title of the plan)

 

Stacey W. Goff

Executive Vice President, General Counsel and Assistant Secretary

c/o CenturyLink, Inc.

100 CenturyLink Drive

Monroe, Louisiana 71203

(318) 388-9500

(Name, address and telephone number, including area code, of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o
(Do not check if a smaller
reporting company)

 

Smaller reporting company o

 

 

 


 

EXPLANATORY NOTE

 

Qwest Communications International Inc. (“Qwest”) filed a Registration Statement on Form S-8 on April 14, 1998, Registration No. 333-50061 (the “Registration Statement”), to register 50,000 shares of Qwest’s common stock, $0.01 par value per share (the “Common Stock”), issuable under the Qwest Communications International Inc. Equity Compensation Plan for Non-Employee Directors (the “Plan”).  On May 24, 1999, Qwest effected a two-for-one Common Stock split, thereby increasing the number of shares registered for issuance under the Plan to 100,000.

 

On April 1, 2011, pursuant to the terms of the Agreement and Plan of Merger dated as of April 21, 2010, by and among Qwest, CenturyLink, Inc. (“CenturyLink”) and SB44 Acquisition Company (a wholly owned subsidiary of CenturyLink), SB44 Acquisition Company merged with and into Qwest, and Qwest became a wholly owned subsidiary of CenturyLink (the “Merger”).  As a result of the Merger, Qwest has terminated all offerings of its securities pursuant to the Registration Statement.  In accordance with the undertaking in the Registration Statement, Qwest is filing this Post-Effective Amendment No. 1 to terminate the effectiveness of the Registration Statement and remove from registration all shares of Common Stock that remain unissued and unsold under the Registration Statement (83,267 shares).

 

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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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on April 5, 2011.

 

 

 

QWEST COMMUNICATIONS INTERNATIONAL INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Stacey W. Goff

 

 

 

Stacey W. Goff

 

 

 

Executive Vice President, General Counsel and

 

 

 

Assistant Secretary

 

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