As filed with the United States Securities and Exchange Commission onNovember 1, 2017
RegistrationNo. 333-174354
RegistrationNo. 333-34795
RegistrationNo. 333-03049
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO:
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENTNO. 333-174354
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMS-8
REGISTRATION STATEMENTNO. 333-34795
FORMS-8 REGISTRATION STATEMENTNO. 333-03049
UNDER
THE SECURITIES ACT OF 1933
LEVEL 3 COMMUNICATIONS, INC.
(N/K/A LEVEL 3 PARENT, LLC)
(Exact name of registrant as specified in its charter)
Delaware | 47-0210602 | |
(State or other jurisdiction or incorporation or organization) | (I.R.S. Employer Identification Number) |
1025 Eldorado Blvd.
Broomfield, CO 80021
(720)888-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2003 Global Crossing Limited Stock Incentive Plan
Peter Kiewit Sons’, Inc. Employee Ownership Plan
(Full title of the plans)
Stacey W. Goff
Executive Vice President, Chief Administrative Officer
And General Counsel
100 CenturyLink Drive
Monroe, Louisiana 71203
(720)888-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies 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, or anon-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) to each of the following Registration Statements onForm S-8 (collectively, the “Prior Registration Statements”) of Level 3 Communication, 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 2003 Global Crossing Limited Stock Incentive Plan (the “Global Crossing Plan”) and the Peter Kiewit Sons’, Inc. Employee Ownership Plan (the “Employee Ownership Plan,” together with the Global Crossing Plan, the “Prior Plans”):
1. | Post-Effective Amendment No. 1 to the Registration Statement on FormS-8, File No. 333- 174354, filed with the Commission (the “Commission”) on October 5, 2011, registering the offer and sale of 58,786,912 shares of common stock, par value $0.01 per share (“Common Stock”), of the Registrant issuable pursuant to the Global Crossing Plan; |
2. | Post- Effective Amendment No. 1 to the Registration Statement on FormS-8, FileNo. 333-34795, filed with the Commission on September 10, 1997, registering the offer and sale of 1,750,000 shares of Class D diversified group convertible common stock, par value $0.0625 per share (the “Class D Stock”) of the Registrant issuable pursuant to the Employee Ownership Plan; and |
3. | Registration Statement on FormS-8 FileNo. 333-03049, filed with the Commission on May 1, 1996, registering the offer and sale of 1,000,000 shares of Class C restricted redeemable convertible common stock, par value $0.0625 per share (the “Class C Stock”) of the Registrant issuable pursuant to the Employee Ownership Plan. |
DEREGISTRATION OF UNSOLD SECURITIES
On October 31, 2016, the Company entered into an Agreement and Plan of Merger, by and among the Company, CenturyLink, Inc. (“Parent”), Wildcat Merger Sub I LLC (“Merger Sub 1”) and WWG Merger Sub LLC (“Merger Sub 2”), providing for, among other things, the merger of Merger Sub 1 with and into the Company (the “Merger”), as a result of which the Company continuing as the surviving corporation (the “Surviving Corporation”), and subsequently the Surviving Corporation merging with and into Merger Sub 2 (the “Subsequent Merger” and, together with the Merger, the “Combination”), with Merger Sub 2 continuing as the surviving company. The Combination became effective on November 1, 2017 (the “Effective Date”).
As a result of the Combination, the Company terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Prior Registration Statements. In accordance with the undertaking contained in the Prior Registration Statements, effective immediately upon the filing of this Post-Effective Amendment, the Registrant hereby deregisters any and all shares previously registered with the Commission under the Prior Registration Statements that remain unsold as of the Effective Date and hereby terminates the effectiveness of the Prior Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monroe, State of Louisiana, on the1st day of November, 2017.
LEVEL 3 PARENT, LLC, as successor to LEVEL 3 COMMUNICATIONS, INC. | ||
By: | /s/ Stacey W. Goff | |
Stacey W. Goff | ||
Executive Vice President, Chief Administrative Officer and General Counsel |
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act.