Securities Registration: Employee Benefit Plan (s-8)
August 12 2020 - 4:57PM
Edgar (US Regulatory)
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
CENTURYLINK, INC.
(Exact
name of registrant as specified in its charter)
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Louisiana
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4813
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72-0651161
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(State or other jurisdiction of
incorporation)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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100 CenturyLink Drive
Monroe, Louisiana 71203
(318) 388-9000
(Address, including zip code and telephone number, including area code of registrants principal executive offices)
Amended and Restated CenturyLink, Inc. 2018 Equity Incentive Plan
(Full title of the plan)
Stacey W.
Goff, Esq.
CenturyLink, Inc.
100 CenturyLink Drive
Monroe, Louisiana 71203
(318) 388-9000
(Name, address, including zip code and telephone number, including area code of agent for service)
Copy to:
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, a non-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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging Growth Company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to be
registered(1)
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Proposed maximum
offering price per
share(2)
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Proposed maximum
aggregate offering
price(2)
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Amount of
registration fee(2)
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Common Stock (par value $1 per share)
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Amended and Restated CenturyLink, Inc. 2018 Equity Incentive
Plan
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41,000,000
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$9.905
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$406,105,000
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$52,713
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of common stock, par value $1.00 per share (the Common Stock) of CenturyLink, Inc. (CenturyLink) that may become issuable in respect of the
securities identified in the above table to prevent dilution as a result of any stock split, stock dividend, recapitalization, or similar transaction.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and
(h) under the Securities Act, based on the average of the high and low price per share of the Common Stock as reported on the New York Stock Exchange on August 5, 2020.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by CenturyLink to register an additional 41,000,000
shares of its Common Stock that may be issued to eligible participants under the CenturyLink, Inc. 2018 Equity Incentive Plan. Accordingly, the contents of the Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the Commission) on May 23, 2018 (Commission File No. 333-225154) are incorporated by reference into this Registration Statement pursuant to
General Instruction E of Form S-8, except to the extent modified by this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* Incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Monroe, State of Louisiana, on August 12, 2020.
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CENTURYLINK, INC.
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By:
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/s/ Stacey W. Goff
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Stacey W. Goff
Executive Vice President,
General
Counsel and Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Jeff K. Storey, Indraneel Dev, and
Stacey W. Goff, or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her name, place,
and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and ratifying and confirming
all that such attorney-in-fact and agent or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
indicated on the dates indicated.
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Signature
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Title
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Date
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/s/ Jeff K. Storey
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President, Chief Executive Officer and Director
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August 12, 2020
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Jeff K. Storey
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(Principal Executive Officer)
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/s/ Indraneel Dev
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Executive Vice President and Chief Financial Officer
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August 12, 2020
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Indraneel Dev
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(Principal Financial Officer)
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/s/ Eric J. Mortensen
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Senior Vice President and Controller
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August 12, 2020
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Eric J. Mortensen
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(Principal Accounting Officer)
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S-1
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/s/ Martha H. Bejar
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Director
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August 12, 2020
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Martha H. Bejar
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/s/ Virginia Boulet
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Director
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August 12, 2020
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Virginia Boulet
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/s/ Peter C. Brown
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Director
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August 12, 2020
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Peter C. Brown
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/s/ Kevin P. Chilton
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Director
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August 12, 2020
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Kevin P. Chilton
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/s/ Steven T. Clontz
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Director
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August 12, 2020
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Steven T. Clontz
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/s/ T. Michael Glenn
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Director
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August 12, 2020
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T. Michael Glenn
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/s/ W. Bruce Hanks
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Director
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August 12, 2020
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W. Bruce Hanks
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/s/ Hal S. Jones
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Director
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August 12, 2020
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Hal S. Jones
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/s/ Michael J. Roberts
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Director
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August 12, 2020
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Michael J. Roberts
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/s/ Laurie A. Siegel
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Director
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August 12, 2020
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Laurie A. Siegel
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S-2
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