As filed with the Securities and Exchange Commission on December 18, 2019.
Registration No. 333-174291
Registration No. 333-167339
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 ON FORM S-8 TO:
FORM S-4 REGISTRATION STATEMENT NO. 333-174291
FORM S-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, 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.
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 Form S-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 Registrants 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 Form S-8 to Registration Statement No. 333-174291 on Form S-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 Form S-8 to Registration Statement No. 333-167339 on Form S-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 Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statements 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 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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