As filed with the Securities and Exchange Commission on December 18, 2019.
RegistrationNo. 333-174291
RegistrationNo. 333-167339
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORMS-8 TO:
FORMS-4 REGISTRATION STATEMENTNO. 333-174291
FORMS-4 REGISTRATION STATEMENT NO.333-167339
UNDER
THE SECURITIES ACT OF 1933
CENTURYLINK, INC.
(Exact name of registrant as specified in its charter)
Louisiana | 72-0651161 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
100 CenturyLink Drive
Monroe, LA 71203
(318)388-9000
(Address, including zip code, of registrants’ principal executive offices)
SAVVIS, Inc. Amended and Restated 2003 Incentive Compensation Plan
Qwest Communications International Inc. Equity Incentive Plan
(Full title of the plans)
Stacey W. Goff, Esq.
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, LA 71203
(318)388-9000
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copy to:
Kelly C. Simoneaux, Esq.
Hope M. Spencer, Esq.
Jones Walker LLP
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) to each of the following Registration Statements on FormS-8 (collectively, the “Prior Registration Statements”) of CenturyLink, Inc. (the “Registrant”) is being filed to terminate all offerings under the Prior Registration Statements and deregister any and all securities that remain unsold pursuant to the Prior Registration Statements, in each case, solely to the extent that they relate to the Registrant’s SAVVIS, Inc. Amended and Restated 2003 Incentive Compensation Plan (the “SAVVIS Plan”) and Qwest Communications International Inc. Equity Incentive Plan (the “Qwest Plan” and together with the SAVVIS Plan, the “Prior Plans”):
1. | Post-effective Amendment No. 1 on FormS-8 to Registration StatementNo. 333-174291 on FormS-4, originally filed with the Securities and Exchange Commission (the “Commission”) on July 25, 2011, registering the offer and sale of 3,503,681 shares of common stock, issuable pursuant to the SAVVIS Plan; and |
2. | Post-effective Amendment No. 1 on FormS-8 to Registration StatementNo. 333-167339 on FormS-4, originally filed with the Commission on April 5, 2011, registering the offer and sale of 7,700,000 shares of common stock, issuable pursuant to the Qwest Plan. |
DEREGISTRATION OF UNSOLD SECURITIES
The Registrant has terminated all offerings of its securities pursuant to the Prior Registration Statements and is no longer issuing securities under the Prior Plans. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration by means of a post-effective amendment any securities registered under the Prior Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration any securities registered under the Prior Registration Statements that remain unsold as of the date hereof.
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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 FormS-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statements on FormS-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on December 18, 2019.
CENTURYLINK, INC. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff | ||
Executive Vice President, General Counsel and Secretary |
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.
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