8-K 1 f8k_05242007.txt CURRENT REPORT ON FORM 8-K 05/24/2007 CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2007 Level 3 Communications, Inc. (Exact name of Registrant as specified in its charter) Delaware 0-15658 47-0210602 (State or other (Commission File (IRS employer jurisdiction of incorporation) Number) Identification No.) 1025 Eldorado Blvd., Broomfield, Colorado 80021 Address of principal executive offices) (Zip code) 720-888-1000 (Registrant's telephone number including area code) Not applicable (Former name and former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On May 24, 2007, the Board of Directors of Level 3 Communications, Inc. ("Level 3") amended and restated Level 3's By-laws. These changes generally relate to the elimination of the Executive Committee as a standing committee of the Board of Directors, related conforming changes and certain other changes to conform the By-laws to the provisions of Level 3's amended Restated Certificate of Incorporation relating to the removal of directors. The amended and restated By-laws are effective as of May 24, 2007. The descriptions of the changes to the Level 3 By-laws are qualified in their entirety by reference to the copy of the Amended and Restated By-laws filed as Exhibit 3(ii) to this Form 8-K, which is incorporated by reference as if set forth in full. Item 8.01 Other Events On May 24, 2007, the Board of Directors of Level 3 approved the following assignments for the Board of Director's three standing committee. These assignments are effective as of May 24, 2007. Audit Committee: Robert E. Julian John T. Reed (Chairman) Albert C. Yates Compensation Committee: Robert E. Julian Richard R. Jaros (Chairman) Arun Netravali Nominating and Governance Committee James O. Ellis, Jr. (Chairman) John T. Reed Michael B. Yanney On May 24, 2007, Level 3 issued a press release announcing the results of the Level 3 2007 Annual Meeting of Stockholders. This press release is filed as exhibit 99.1 to this Form 8-K and is incorporated by reference as if set forth in full. Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Business Acquired None (b) Pro Forma Financial Information None (c) Shell Company Transactions None (d) Exhibits 3(ii) Amended and Restated By-Laws of Level 3 Communications, Inc. dated May 24, 2007. 99.1 Press Release dated May 24, 2007 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Level 3 Communications, Inc. By: /s/ Neil J. Eckstein Neil J. Eckstein, Senior Vice President Date: May 31, 2007